Exhibit 4.13


 




 





AMENDED AND RESTATED TRUST AGREEMENT



among


ZIONS BANCORPORATION,

as Depositor


J. P. MORGAN TRUST COMPANY, NATIONAL
ASSOCIATION,

as Property Trustee


CHASE BANK USA, NATIONAL ASSOCIATION,

as Delaware Trustee



and



THE
ADMINISTRATIVE TRUSTEES NAMED HEREIN


_______________________


Dated as of             


_______________________


ZIONS CAPITAL TRUST [C][D]




 















 


Certain Sections of this
Trust Agreement relating to Sections 310 through 318

of the Trust Indenture Act of 1939:




	
  Trust Indenture 

  Act Section

  	
   

  	
  Trust Agreement

  Section 

  
	
  (§) 310

  	
   

  	
  (a)(1)

  	
   

  	
  8.7

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  8.7

  
	
   

  	
   

  	
  (a)(3)

  	
   

  	
  8.9

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
  2.7(a)(ii)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.8

  
	
  (§) 311

  	
   

  	
  (a)

  	
   

  	
  8.13

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.13

  
	
  (§) 312

  	
   

  	
  (a)

  	
   

  	
  5.8

  
	
   

  	
   

  	
  (b)

  	
   

  	
  5.8

  
	
   

  	
   

  	
  (c)

  	
   

  	
  5.8

  
	
  (§) 313

  	
   

  	
  (a)

  	
   

  	
  8.15(a)

  
	
   

  	
   

  	
  (a)(4)

  	
   

  	
  8.15(b)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.15(b)

  
	
   

  	
   

  	
  (c)

  	
   

  	
  10.8

  
	
   

  	
   

  	
  (d)

  	
   

  	
  8.15(c)

  
	
  (§) 314

  	
   

  	
  (a)

  	
   

  	
  8.16

  
	
   

  	
   

  	
  (b)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (c)(1)

  	
   

  	
  8.17

  
	
   

  	
   

  	
  (c)(2)

  	
   

  	
  8.17

  
	
   

  	
   

  	
  (c)(3)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (d)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (e)

  	
   

  	
  1.1,
  8.17

  
	
  (§) 315

  	
   

  	
  (a)

  	
   

  	
  8.1(a),
  8.3(a)

  
	
   

  	
   

  	
  (b)

  	
   

  	
  8.2,
  10.8

  
	
   

  	
   

  	
  (c)

  	
   

  	
  8.1(a)

  
	
   

  	
   

  	
  (d)

  	
   

  	
  8.1,
  8.3

  
	
   

  	
   

  	
  (e)

  	
   

  	
  Not
  Applicable

  
	
  (§) 316

  	
   

  	
  (a)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (a)(1)(A)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (a)(1)(B)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (b)

  	
   

  	
  5.15

  
	
   

  	
   

  	
  (c)

  	
   

  	
  6.7

  
	
  (§) 317

  	
   

  	
  (a)(1)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (a)(2)

  	
   

  	
  Not
  Applicable

  
	
   

  	
   

  	
  (b)

  	
   

  	
  5.10

  
	
  (§) 318

  	
   

  	
  (a)

  	
   

  	
  10.10

  








 





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


 


i






 








TABLE OF CONTENTS




	
  ARTICLE I.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEFINED TERMS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
   

  	
  DEFINITIONS.

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CONTINUATION OF THE ISSUER
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
   

  	
  NAME.

  	
   

  	
  9

  
	
  SECTION 2.2.

  	
   

  	
  OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL
  PLACE OF BUSINESS.

  	
   

  	
  9

  
	
  SECTION 2.3.

  	
   

  	
  INITIAL CONTRIBUTION OF TRUST PROPERTY;
  ORGANIZATIONAL EXPENSES.

  	
   

  	
  9

  
	
  SECTION 2.4.

  	
   

  	
  ISSUANCE OF THE CAPITAL SECURITIES.

  	
   

  	
  10

  
	
  SECTION 2.5.

  	
   

  	
  ISSUANCE OF THE COMMON SECURITIES;
  SUBSCRIPTION AND PURCHASE OF DEBENTURES.

  	
   

  	
  10

  
	
  SECTION 2.6.

  	
   

  	
  CONTINUATION OF TRUST.

  	
   

  	
  10

  
	
  SECTION 2.7.

  	
   

  	
  AUTHORIZATION TO ENTER INTO CERTAIN
  TRANSACTIONS.

  	
   

  	
  11

  
	
  SECTION 2.8.

  	
   

  	
  ASSETS OF TRUST.

  	
   

  	
  14

  
	
  SECTION 2.9.

  	
   

  	
  TITLE TO TRUST PROPERTY.

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PAYMENT ACCOUNT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
   

  	
  PAYMENT ACCOUNT.

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DISTRIBUTIONS; REDEMPTION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
   

  	
  DISTRIBUTIONS.

  	
   

  	
  14

  
	
  SECTION 4.2.

  	
   

  	
  REDEMPTION.

  	
   

  	
  15

  
	
  SECTION 4.3.

  	
   

  	
  SUBORDINATION OF COMMON SECURITIES.

  	
   

  	
  17

  
	
  SECTION 4.4.

  	
   

  	
  PAYMENT PROCEDURES.

  	
   

  	
  18

  
	
  SECTION 4.5.

  	
   

  	
  TAX RETURNS AND REPORTS.

  	
   

  	
  18

  
	
  SECTION 4.6.

  	
   

  	
  PAYMENT OF TAXES, DUTIES, ETC. OF THE
  ISSUER TRUST.

  	
   

  	
  18

  
	
  SECTION 4.7.

  	
   

  	
  PAYMENTS UNDER INDENTURE OR PURSUANT TO
  DIRECT ACTIONS.

  	
   

  	
  18

  
	
  SECTION 4.8.

  	
   

  	
  LIABILITY OF THE HOLDER OF COMMON
  SECURITIES.

  	
   

  	
  18

  






 


 


ii












 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TRUST SECURITIES
  CERTIFICATES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
   

  	
  INITIAL OWNERSHIP.

  	
   

  	
  19

  
	
  SECTION 5.2.

  	
   

  	
  THE TRUST SECURITIES CERTIFICATES.

  	
   

  	
  19

  
	
  SECTION 5.3.

  	
   

  	
  EXECUTION AND DELIVERY OF TRUST SECURITIES
  CERTIFICATES.

  	
   

  	
  19

  
	
  SECTION 5.4.

  	
   

  	
  BOOK-ENTRY CAPITAL SECURITIES.

  	
   

  	
  19

  
	
  SECTION 5.5.

  	
   

  	
  REGISTRATION OF TRANSFER AND EXCHANGE OF
  CAPITAL SECURITIES CERTIFICATES.

  	
   

  	
  21

  
	
  SECTION 5.6.

  	
   

  	
  MUTILATED, DESTROYED, LOST OR STOLEN TRUST
  SECURITIES CERTIFICATES.

  	
   

  	
  22

  
	
  SECTION 5.7.

  	
   

  	
  PERSONS DEEMED HOLDERS.

  	
   

  	
  23

  
	
  SECTION 5.8.

  	
   

  	
  ACCESS TO LIST OF HOLDERS’ NAMES AND
  ADDRESSES.

  	
   

  	
  23

  
	
  SECTION 5.9.

  	
   

  	
  MAINTENANCE OF OFFICE OR AGENCY.

  	
   

  	
  23

  
	
  SECTION 5.10.

  	
   

  	
  APPOINTMENT OF PAYING AGENT.

  	
   

  	
  23

  
	
  SECTION 5.11.

  	
   

  	
  OWNERSHIP OF COMMON SECURITIES BY
  DEPOSITOR.

  	
   

  	
  24

  
	
  SECTION 5.12.

  	
   

  	
  NOTICES TO CLEARING AGENCY.

  	
   

  	
  24

  
	
  SECTION 5.13.

  	
   

  	
  RIGHTS OF HOLDERS; WAIVERS OF PAST
  DEFAULTS.

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ACTS OF HOLDERS; MEETINGS;
  VOTING

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
   

  	
  LIMITATIONS ON VOTING RIGHTS.

  	
   

  	
  26

  
	
  SECTION 6.2.

  	
   

  	
  NOTICE OF MEETINGS.

  	
   

  	
  27

  
	
  SECTION 6.3.

  	
   

  	
  MEETINGS OF HOLDERS OF THE CAPITAL
  SECURITIES.

  	
   

  	
  27

  
	
  SECTION 6.4.

  	
   

  	
  VOTING RIGHTS.

  	
   

  	
  27

  
	
  SECTION 6.5.

  	
   

  	
  PROXIES, ETC.

  	
   

  	
  27

  
	
  SECTION 6.6.

  	
   

  	
  HOLDER ACTION BY WRITTEN CONSENT.

  	
   

  	
  28

  
	
  SECTION 6.7.

  	
   

  	
  RECORD DATE FOR VOTING AND OTHER PURPOSES.

  	
   

  	
  28

  
	
  SECTION 6.8.

  	
   

  	
  ACTS OF HOLDERS.

  	
   

  	
  28

  
	
  SECTION 6.9.

  	
   

  	
  INSPECTION OF RECORDS.

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  REPRESENTATIONS AND
  WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF THE
  PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE.

  	
   

  	
  29

  
	
  SECTION 7.2.

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF
  DEPOSITOR.

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  THE ISSUER TRUSTEES

  






 


 


iii












 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
   

  	
  CERTAIN DUTIES AND RESPONSIBILITIES.

  	
   

  	
  31

  
	
  SECTION 8.2.

  	
   

  	
  CERTAIN NOTICES.

  	
   

  	
  32

  
	
  SECTION 8.3.

  	
   

  	
  CERTAIN RIGHTS OF PROPERTY TRUSTEE.

  	
   

  	
  32

  
	
  SECTION 8.4.

  	
   

  	
  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
  SECURITIES.

  	
   

  	
  34

  
	
  SECTION 8.5.

  	
   

  	
  MAY HOLD SECURITIES.

  	
   

  	
  34

  
	
  SECTION 8.6.

  	
   

  	
  COMPENSATION; INDEMNITY; FEES.

  	
   

  	
  35

  
	
  SECTION 8.7.

  	
   

  	
  CORPORATE PROPERTY TRUSTEE REQUIRED;
  ELIGIBILITY OF ISSUER TRUSTEES.

  	
   

  	
  35

  
	
  SECTION 8.8.

  	
   

  	
  CONFLICTING INTERESTS.

  	
   

  	
  36

  
	
  SECTION 8.9.

  	
   

  	
  CO-TRUSTEES AND SEPARATE TRUSTEE.

  	
   

  	
  36

  
	
  SECTION 8.10.

  	
   

  	
  RESIGNATION AND REMOVAL; APPOINTMENT OF
  SUCCESSOR.

  	
   

  	
  37

  
	
  SECTION 8.11.

  	
   

  	
  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

  	
   

  	
  38

  
	
  SECTION 8.12.

  	
   

  	
  MERGER, CONVERSION, CONSOLIDATION OR
  SUCCESSION TO BUSINESS.

  	
   

  	
  39

  
	
  SECTION 8.13.

  	
   

  	
  PREFERENTIAL COLLECTION OF CLAIMS AGAINST
  DEPOSITOR OR ISSUER TRUST.

  	
   

  	
  39

  
	
  SECTION 8.14.

  	
   

  	
  PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

  	
   

  	
  39

  
	
  SECTION 8.15.

  	
   

  	
  REPORTS BY PROPERTY TRUSTEE.

  	
   

  	
  40

  
	
  SECTION 8.16.

  	
   

  	
  REPORTS TO THE PROPERTY TRUSTEE.

  	
   

  	
  40

  
	
  SECTION 8.17.

  	
   

  	
  EVIDENCE OF COMPLIANCE WITH CONDITIONS
  PRECEDENT.

  	
   

  	
  40

  
	
  SECTION 8.18.

  	
   

  	
  NUMBER OF ISSUER TRUSTEES.

  	
   

  	
  41

  
	
  SECTION 8.19.

  	
   

  	
  DELEGATION OF POWER.

  	
   

  	
  41

  
	
  SECTION 8.20.

  	
   

  	
  APPOINTMENT OF ADMINISTRATIVE TRUSTEES.

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TERMINATION, LIQUIDATION
  AND MERGER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
   

  	
  TERMINATION UPON EXPIRATION DATE.

  	
   

  	
  42

  
	
  SECTION 9.2.

  	
   

  	
  EARLY TERMINATION.

  	
   

  	
  42

  
	
  SECTION 9.3.

  	
   

  	
  TERMINATION.

  	
   

  	
  42

  
	
  SECTION 9.4.

  	
   

  	
  LIQUIDATION.

  	
   

  	
  42

  
	
  SECTION 9.5.

  	
   

  	
  MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
  REPLACEMENTS OF ISSUER TRUST.

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS PROVISIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
   

  	
  LIMITATION OF RIGHTS OF HOLDERS.

  	
   

  	
  44

  
	
  SECTION 10.2.

  	
   

  	
  AMENDMENT.

  	
   

  	
  45

  
	
  SECTION 10.3.

  	
   

  	
  SEPARABILITY.

  	
   

  	
  46

  
	
  SECTION 10.4.

  	
   

  	
  GOVERNING LAW.

  	
   

  	
  46

  
	
  SECTION 10.5.

  	
   

  	
  PAYMENTS DUE ON NON-BUSINESS DAY.

  	
   

  	
  46

  
	
  SECTION 10.6.

  	
   

  	
  SUCCESSORS.

  	
   

  	
  46

  
	
  SECTION 10.7.

  	
   

  	
  HEADINGS.

  	
   

  	
  46

  






 


 


iv












 




	
  SECTION 10.8.

  	
   

  	
  REPORTS, NOTICES AND DEMANDS.

  	
   

  	
  46

  
	
  SECTION 10.9.

  	
   

  	
  AGREEMENT NOT TO PETITION.

  	
   

  	
  47

  
	
  SECTION 10.10.

  	
   

  	
  TRUST INDENTURE ACT; CONFLICT WITH TRUST
  INDENTURE ACT.

  	
   

  	
  47

  
	
  SECTION 10.11.

  	
   

  	
  ACCEPTANCE OF TERMS OF TRUST AGREEMENT,
  GUARANTEE AGREEMENT AND INDENTURE.

  	
   

  	
  48

  






 


 


	
  EXHIBIT A

  	
  CERTIFICATE
  OF TRUST

  
	
  EXHIBIT B

  	
  FORM OF LETTER OF REPRESENTATIONS

  
	
  EXHIBIT C

  	
  FORM OF COMMON SECURITIES CERTIFICATE

  
	
  EXHIBIT D

  	
  FORM OF EXPENSE AGREEMENT

  
	
  EXHIBIT E

  	
  FORM OF CAPITAL SECURITIES CERTIFICATE

  



 


 


v












 


AMENDED AND RESTATED
TRUST AGREEMENT, dated as of
                ,
          , among ZIONS
BANCORPORATION, a Utah corporation (including any successors or assigns, the “Depositor”), J. P. MORGAN TRUST COMPANY,
NATIONAL ASSOCIATION, as property trustee (in such capacity, the “Property Trustee”), CHASE BANK USA,
NATIONAL ASSOCIATION, as Delaware trustee (in such capacity, the “Delaware Trustee”), [Zions
employee/officer], an individual, and [Zions employee/officer], an individual,
each of whose address is c/o Zions Bancorporation, One South Main Street, Suite
1134, Salt Lake City, Utah 84111 (each an “Administrative
Trustee” and collectively the “Administrative
Trustees”) (the Property Trustee, the Delaware Trustee and the
Administrative Trustees being referred to collectively as the “Issuer Trustees”), and the several
Holders, as hereinafter defined.


WITNESSETH


WHEREAS, the Depositor and the Delaware Trustee
have heretofore duly declared and established a statutory trust under the name
“Zions Capital Trust [C][D]” pursuant to the Delaware Statutory Trust Act by
entering into the Trust Agreement, dated as of August 1, 2002 (the “Original Trust Agreement”), and by the
execution and filing by the Delaware Trustee with the Secretary of State of the
State of Delaware of the Certificate of Trust, filed on August 2, 2002,
attached as Exhibit A; and


WHEREAS, the parties hereto desire to amend and
restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities
by the Issuer Trust to the Depositor, (ii) the issuance and sale of the
Capital Securities by the Issuer Trust pursuant to the Underwriting Agreement,
(iii) the acquisition by the Issuer Trust from the Depositor of all of the
right, title and interest in the Debentures, and (iv) the appointment of
the Property Trustee and the Administrative Trustees;


NOW
THEREFORE, in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each party, for the benefit of the other parties and for the
benefit of the Holders, hereby amends and restates the Original Trust Agreement
in its entirety and agrees as follows:


ARTICLE
I.



DEFINED TERMS


Section 1.1.           Definitions.


For all purposes of this
Trust Agreement, except as otherwise expressly provided or unless the context
otherwise requires:


(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)           The words “include”, “includes” and
“including” are deemed to be followed by the phrase “without limitation”;


 












 


(d)           All accounting terms used but not
defined herein have the meanings assigned to them in accordance with United
States generally accepted accounting principles;


(e)           Unless the context
otherwise requires, any reference to an “Article”, a “Section” or an “Exhibit”
refers to an Article, a Section or an Exhibit, as the case may be, of or
to this Trust Agreement; and


(f)            The words “hereby”,
“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 (as defined in the Indenture) paid by
the Depositor on a Like Amount of Debentures for such period.


“Additional
Sums” has the
meaning specified in Section 10.6 of the Indenture.


“Administrative
Trustee” means
each of the Persons appointed in accordance with Section 8.20 solely in
such Person’s capacity as Administrative Trustee of the Issuer Trust and not in
such Person’s individual capacity, or any successor Administrative 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.


“Applicable
Procedures”
means, with respect to any transfer or transaction involving a Book-Entry
Capital Security, the rules and procedures of the Clearing Agency for such
Book-Entry Capital Security, in each case to the extent applicable to such
transaction and as in effect from time to time.


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


(a)  the entry
of a decree or order by a court having jurisdiction in the premises judging
such Person a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjudication or composition of or in
respect of such Person under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of such
Person or of any substantial part of its property or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or


(b)  the
institution by such Person of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or similar official) 


 


2












 


of such Person or
of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due and its willingness to
be adjudicated a bankrupt, or the taking of corporate action by such Person in
furtherance of any such action.


“Bankruptcy
Laws” has the
meaning specified in Section 10.9.


“Board
of Directors”
means the board of directors of the Depositor or the Executive Committee of the
board of directors of the Depositor (or any other committee of the board of
directors of the Depositor performing similar functions) or a committee
designated by the board of directors of the Depositor (or any such committee),
comprised of two or more members of the board of directors of the Depositor or
officers of the Depositor, or both.


“Board
Resolution” means
a copy of a resolution certified by the Secretary or an Assistant Secretary of
the Depositor to have been duly adopted by the Depositor’s Board of Directors,
or officers of the Depositor to which authority to act on behalf of the Board
of Directors has been delegated and to be in full force and effect on the date
of such certification, and delivered to the Issuer Trustees.


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


“Book-Entry
Capital Security”
means a Capital Security, the ownership and transfers of which shall be made
through book entries by a Clearing Agency as described in Section 5.4.


“Business
Day” means a day
other than (a) a Saturday or Sunday, (b) a day on which banking
institutions in Salt Lake City, Utah, San Francisco, California or The City of
New York are authorized or required by law or executive order to close, 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
Securities Certificate” means a certificate evidencing ownership of Capital Securities,
substantially in the form attached as Exhibit E.


“Capital
Security” means a
preferred undivided beneficial interest in the Issuer Trust, having a
Liquidation Amount of $25 and having the rights provided therefor in this Trust
Agreement, including the right to receive Distributions and a Liquidation
Distribution to the extent provided herein.


“Certificate
Depository Agreement” means the agreement among the Issuer Trust, the Depositor and DTC, as
the initial Clearing Agency, dated as of the Closing Date, substantially in the
form attached as Exhibit B, as the same may be amended and supplemented
from time to time.


“Clearing
Agency” means an
organization registered as a “clearing agency” pursuant to Section 17A of
the Securities Exchange Act of 1934, as amended. DTC will be the initial
Clearing Agency.


“Clearing
Agency Participant”
means a broker, dealer, bank, other financial institution or other Person for
whom from time to time a Clearing Agency effects book-entry transfers and
pledges of securities deposited with the Clearing Agency.


 


3












 


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


“Code” means the Internal Revenue Code of 1986,
as amended.


“Commission” means the Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act,
or, if at any time after the execution of this instrument such Commission is
not existing and performing the duties now assigned to it under the Trust
Indenture Act, then the body performing such duties at such time.


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


“Common
Security” means a
common undivided beneficial interest in the Issuer Trust, having a Liquidation
Amount of $25 and having the rights provided therefor in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution to
the extent provided herein.


“Corporate
Trust Office”
means (i) when used with respect to the Property Trustee, the principal
office of the Property Trustee located in San Francisco, California, and (ii) when
used with respect to the Debenture Trustee, the principal office of the
Debenture Trustee located in San Francisco, California.


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


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


“Debenture
Tax Event” means
a “Tax Event” as defined in the Indenture.


“Debenture
Trustee” means
the Person identified as the “Trustee”
in the Indenture, solely in its capacity as Trustee pursuant to the Indenture
and not in its individual capacity, or its successor in interest in such
capacity, or any successor Trustee appointed as provided in the Indenture.


“Debentures” means the Depositor’s
        % Junior Subordinated
Deferrable Interest Debentures, Series      ,
issued pursuant to the Indenture.


“Definitive
Capital Securities Certificates” means either or both (as the context requires) of
(i) Capital Securities Certificates issued as Book-Entry Capital
Securities Certificates as provided in Section 5.2 or 5.4, and
(ii) Capital Securities Certificates issued in certificated, fully
registered form as provided in Section 5.2, 5.4 or 5.5.


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


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


 


4












 


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


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


“DTC” means The Depository Trust Company.


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


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


(d)  default
in the performance, or breach, in any material respect, of any covenant or
warranty of the Issuer Trustees in this Trust Agreement (other than those
specified in clause (b) or (c) above) and continuation of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Issuer Trustees and to the Depositor by the Holders of
at least 25% in aggregate Liquidation Amount of the Outstanding Capital
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 if a
successor Property Trustee has not been appointed within 90 days thereof.


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


“Expense
Agreement” means
the Agreement as to Expenses and Liabilities, dated as of the Closing Date,
between the Depositor and the Issuer Trust, substantially in the form attached
as Exhibit D, as amended from time to time.


“Expiration
Date” has the
meaning specified in Section 9.1.


“Guarantee
Agreement” means
the Guarantee Agreement executed and delivered by the Depositor and J.P Morgan Trust Company, National
Association, as guarantee trustee, contemporaneously with the execution
and delivery of this Trust Agreement, for the benefit of the holders of the
Capital Securities, as amended from time to time.


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


 


5












 


“Indenture” means the Junior Subordinated Indenture,
dated as of
                    ,
        , between the Depositor and the
Debenture Trustee, as trustee, as amended or supplemented from time to time.


“Issuer
Trust” means the
Delaware statutory trust heretofore known as “Zions Capital Trust [C][D]” which
was formed on August 2, 2002 under the Delaware Statutory Trust Act pursuant to
the Original Trust Agreement and the filing of the Certificate of Trust, and
continued pursuant to this Trust Agreement under the name “Zions Capital Trust
[C][D]”.


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


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


“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 any 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,
(b) with respect to a distribution of Debentures to Holders of Trust
Securities in connection with a dissolution or liquidation of the Issuer Trust,
Debentures having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such Debentures are distributed, and (c)
with respect to any distribution of Additional Amounts to Holders of Trust
Securities, Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities in respect of which such distribution is made.


“Liquidation
Amount” means the
stated amount of $25 per Trust Security.


“Liquidation
Date” means the
date of the dissolution of the Issuer Trust pursuant to Section 9.4.


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


“Majority
in Liquidation Amount of the Capital Securities” or “Majority in
Liquidation Amount of the Common Securities” means, except as
provided by the Trust Indenture Act, Capital Securities or Common Securities,
as the case may be, representing more than 50% of the aggregate Liquidation
Amount of all then Outstanding Capital Securities or Common Securities, as the
case may be.


“Officers’
Certificate”
means a certificate signed by the Chairman of the Board, a Vice Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Depositor, and
delivered to the Issuer Trustees. Any Officers’ Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:


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


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


 


6












 


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


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


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


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


“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 Property Trustee or delivered to the
Property Trustee 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; 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 that have been paid or in
exchange for or in lieu of which other Trust Securities have been executed and
delivered pursuant to Sections 5.4, 5.5, 5.6 and 5.11;


provided,
however, that in
determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Capital Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Capital Securities owned by the
Depositor, any Issuer Trustee or any Affiliate of the Depositor or of any
Issuer Trustee shall be disregarded and deemed not to be Outstanding, except
that (a) in determining whether any Issuer Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Capital Securities that such Issuer Trustee knows to be
so owned shall be so disregarded, and (b) the foregoing shall not apply at
any time when all of the outstanding Capital Securities are owned by the
Depositor, one or more of the Issuer Trustees and/or any such Affiliate.
Capital Securities so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee’s right so to act with respect to such
Capital Securities and that the pledgee is not the Depositor or any Affiliate of
the Depositor.


“Owner” means each Person who is the beneficial
owner of Book-Entry Capital Securities as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).


“Paying
Agent” means any
paying agent or co-paying agent appointed pursuant to Section 5.10 and
shall initially be Zions First National Bank.


“Payment
Account” means a
segregated non-interest-bearing corporate trust account maintained by or on
behalf of the Property Trustee for the benefit of the Holders in which all
amounts paid in respect 


 


7












 


of the Debentures
will be held and from which the Property Trustee, through the Paying Agent,
shall make payments to the Holders in accordance with Sections 4.1 and 4.2.


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


“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 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.


“Relevant
Trustee” has the
meaning specified in Section 8.10.


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


“Securities
Register” and “Securities Registrar” have the respective
meanings specified in Section 5.5.


“Successor
Capital Securities”
of any particular Capital Securities Certificate means every Capital Securities
Certificate issued after, and evidencing all or a portion of the same
beneficial interest in the Issuer Trust as that evidenced by, such particular
Capital Securities Certificate; and, for the purposes of this definition, any
Capital Securities Certificate executed and delivered under Section 5.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Capital
Securities Certificate shall be deemed to evidence the same beneficial interest
in the Issuer Trust as the mutilated, destroyed, lost or stolen Capital
Securities Certificate.


“Time
of Delivery” has
the meaning specified in the Underwriting Agreement.


“Trust
Agreement” means
this Amended and Restated Trust Agreement, as the same may be modified, amended
or supplemented in accordance with the applicable provisions hereof, including
(i) all exhibits, and (ii) for all purposes of this Trust Agreement
and any such modification, amendment or supplement, the provisions of the Trust
Indenture Act that are deemed to be a part of and govern this Trust Agreement
and any such modification, amendment or supplement, respectively.


“Trust
Indenture Act”
means the Trust Indenture Act of 1939 as in force at the date as of which this
instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is 


 


8












 


amended after such
date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.


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


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


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


“Underwriting
Agreement” means
the Pricing Agreement, dated as of
                        ,
       , among the Issuer Trust, the
Depositor and the Underwriters named therein, as the same may be amended from
time to time.


“Vice
President,” when
used with respect to the Depositor, means any duly appointed vice president,
whether or not designated by a number or a word or words added before or after
the title “vice president.”


ARTICLE
II.



CONTINUATION OF THE ISSUER TRUST


Section 2.1.           Name.


The trust established
under the Original Trust Agreement under the name “Zions Capital Trust [C][D]”
and continued hereby shall hereafter be known as “Zions Capital Trust [C][D]”,
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 Issuer
Trustees, in which name the Issuer Trustees may conduct the business of the
Issuer Trust, make and execute contracts and other instruments on behalf of the
Issuer Trust and sue and be sued.


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 JPMorganChase Bank,
500 Stanton Christiana Road, OPS4/3rd Floor, Newark, Delaware 19713,
Attention: John J. Cahsin, or such other address in the State of Delaware as
the Delaware Trustee may designate by written notice to the Holders, the
Depositor, the Property Trustee and the Administrative Trustees. The principal
executive office of the Issuer Trust is Zions Bancorporation, One South Main
Street, Suite 1134, Salt Lake City, Utah 84111, Attention: Secretary.


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


The Depositor deposited
the sum of $10 in connection with the Original Trust Agreement, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Issuer 


 


9












 


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


Section 2.4.           Issuance of the Capital Securities.


The Depositor, both on
its own behalf and on behalf of the Issuer Trust 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 Issuer Trust, shall manually execute in accordance
with Sections 5.2, 5.3 and 8.9(a) and the Property Trustee shall deliver
to the Underwriters, Capital Securities Certificates, registered in the names
as set forth in Section 5.2(b), evidencing an aggregate of                  
Capital Securities having an aggregate Liquidation Amount of
$                ,
against receipt of the aggregate purchase price of such Capital Securities of
$                    ,
by 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 Issuer Trust, shall execute in accordance with
Sections 5.2, 5.3 and 8.9(a) and the Property Trustee shall deliver to the
Depositor, Common Securities Certificates, registered in the name of the
Depositor, evidencing an aggregate of
           Common Securities
having an aggregate Liquidation Amount of
$                 ,
against receipt of the aggregate purchase price of such Common Securities of
$                  ,
to the Property Trustee. Contemporaneously therewith, an Administrative
Trustee, on behalf of the Issuer Trust, shall subscribe for and purchase from
the Depositor the Debentures, registered in the name of the Property Trustee on
behalf of the Issuer Trust and having an aggregate principal amount equal to
$                    ,
and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Issuer Trust, shall deliver to the Depositor the sum
of
$                  
(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.           Continuation of Trust.


The exclusive purposes
and functions of the Issuer Trust are (a) to issue and sell Trust
Securities and use the proceeds from such sale to acquire the Debentures, and
(b) to engage in those activities necessary or incidental thereto. The
Depositor hereby reaffirms the appointment of the Delaware Trustee and appoints
the Property Trustee and the Administrative Trustees as trustees of the Issuer
Trust, to have all the rights, powers and duties to the extent set forth
herein, and the respective Issuer 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
Issuer Trust and the Holders. The Administrative Trustees shall have all
rights, powers and duties set forth herein and in accordance with applicable
law with respect to accomplishing the purposes of the Issuer Trust. The
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the trustees of the Issuer Trust for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory
Trust Act and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Statutory Trust Act.


 


10












 


Section 2.7.           Authorization to Enter into Certain Transactions.


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


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


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


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


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


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


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


(F)           the consent to the appointment of a
Paying Agent, authenticating agent and Securities Registrar in accordance with
this Trust Agreement (which consent shall not be unreasonably withheld);


(G)          the execution of the Trust Securities
on behalf of the Issuer Trust in accordance with this Trust Agreement;


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


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


 


11












 


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


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


(A)          the establishment of the Payment
Account;


(B)          the receipt of the Debentures;


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


(D)          the distribution through the Paying
Agent of amounts distributable to the Holders 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
Holders 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 Issuer Trust
and the preparation, execution and filing of the certificate of cancellation
with the Secretary of State of the State of Delaware;


(I)            performing the duties of the
Property Trustee set forth in this Trust Agreement;


(J)            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 Holders (without consideration of the effect of any such action on any
particular Holder); and


(K)          any of the duties, liabilities, powers
or the authority of the Administrative Trustees set forth in Section
2.7(a)(i)(E) and (J) herein; and in the event of a conflict between the action
of the Administrative Trustees and the action of the Property Trustee, the
action of the Property Trustee shall prevail.


(b)           So long as this Trust Agreement remains
in effect, the Issuer Trust (or the Issuer Trustees acting on behalf of the
Issuer Trust) shall not undertake any business, activities or transaction
except as 


 


12












 


expressly provided herein
or contemplated hereby. In particular, the Issuer 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 Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected to cause the
Issuer Trust to become taxable as a corporation or classified as other than a
grantor trust for United States Federal income tax purposes, (iv) incur
any indebtedness for borrowed money or issue any other debt, or (v) take
or consent to any action that would result in the placement of a Lien on any of
the Trust Property. The Administrative Trustees shall defend all claims and
demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Issuer Trust or the Holders in their
capacity as Holders.


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


(i)            the preparation and filing by the
Issuer Trust with the Commission and the execution on behalf of the Issuer
Trust of a registration statement on the appropriate form in relation to the
Capital Securities, including any amendments thereto and the taking of any
action necessary or desirable to sell the Capital Securities in a transaction
or a series of transactions pursuant thereto;


(ii)           the determination of the States in which
to take appropriate action to qualify or register for sale all or part of the
Capital Securities and the taking of any and all such acts, other than actions
that must be taken by or on behalf of the Issuer Trust, and advice to the
Issuer Trust of actions that must be taken by or on behalf of the Issuer Trust,
and the preparation for execution and filing of any documents to be executed
and filed by the Issuer Trust or on behalf of the Issuer Trust, as the
Depositor deems necessary or advisable in order to comply with the applicable
laws of any such States in connection with the sale of the Capital Securities;


(iii)          the preparation for filing by the
Issuer Trust and execution on behalf of the Issuer Trust of an application to
the New York Stock Exchange or any other national stock exchange or the Nasdaq
National Market for listing upon notice of issuance of any Capital Securities;


(iv)          the preparation for filing by the
Issuer Trust with the Commission and the execution on behalf of the Issuer
Trust of a registration statement on Form 8-A relating to the registration of
the Capital Securities under Section 12(b) or 12(g) of the Exchange Act,
including any amendments thereto;


(v)           the negotiation of the terms of, and
the execution and delivery of, the Underwriting Agreement providing for the
sale of the Capital Securities; and


(vi)          the taking of any other actions
necessary or desirable to carry out any of the foregoing activities.


(d)           Notwithstanding anything herein to
the contrary, the Issuer Trustees are authorized and directed to conduct the
affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer
Trust will not be deemed to be an “investment company” required to be
registered under the Investment Company Act, and will not be taxable as a
corporation or classified as other than a grantor trust for United 


 


13












 


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,
each Administrative Trustee, the Property Trustee and the Holders of at least a
Majority in Liquidation Amount of the Common Securities are authorized to take
any action, not inconsistent with applicable law, the Certificate of Trust, as
restated, or this Trust Agreement, that such Administrative Trustee, the
Property Trustee or Holders of Common Securities determine in their discretion
to be necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the Holders of the
Outstanding Capital Securities. In no event shall the Issuer Trustees be liable
to the Issuer Trust or the Holders for any failure to comply with this section
that results from a change in law or regulation or in the interpretation
thereof.


Section 2.8.           Assets of Trust.


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


Section 2.9.           Title to Trust Property.


Legal title to all Trust
Property shall be vested at all times in the Property Trustee (in its capacity
as such) and shall be held and administered by the Property Trustee in trust
for the benefit of the Issuer Trust and the Holders 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 with the Paying Agent. The
Property Trustee and its agents shall have exclusive control and sole right of
withdrawal with respect to the Payment Account for the purpose of making
deposits in and withdrawals from the Payment Account in accordance with this
Trust Agreement. All monies and other property deposited or held from time to
time in the Payment Account shall be held by the Property Trustee in the
Payment Account for the exclusive benefit of the Holders and for distribution
as herein provided, including (and subject to) any priority of payments
provided for herein.


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


ARTICLE
IV.



DISTRIBUTIONS; REDEMPTION


Section 4.1.           Distributions.


(a)           The Trust Securities represent
undivided beneficial interests in the Trust Property, and Distributions
(including of Additional Amounts) will be made on the Trust Securities at the
rate and on 


 


14
















 


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 Issuer Trust available for the payment of Distributions.
Distributions shall accumulate from
                        ,
      , 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
                           ,
                      ,
                       
and
                       
of each year, commencing on
                       ,
       . 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, the 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 the date on which such payment was originally payable (each date on which
distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).


(ii)           The Trust Securities shall be entitled
to Distributions payable at a rate of
           % per annum
of the Liquidation Amount of the Trust Securities. The amount of Distributions
payable for any period less than a full Distribution period shall be computed
on the basis of a 360 -day year of twelve 30-day months and the actual number
of days elapsed in a partial month in a period. Distributions payable for each
full Distribution period will be computed by dividing the rate per annum by
four.  The amount of Distributions
payable for any period shall include any Additional Amounts in respect of such
period.


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


(b)           Distributions on the Trust Securities
with respect to a Distribution Date shall be payable to the Holders thereof as they
appear on the Securities Register for the Trust Securities at the close of
business on the relevant record date, which shall be, so long as the Capital
Securities are represented by Book-Entry Capital Securities, at the close of
business on the Business Day preceding the relevant Distribution Date, and
which shall be, so long as the Capital Securities are not represented by
Book-Entry Capital Securities, at the close of business on the fifteenth day
(whether or not a Business Day) next preceding the relevant Distribution Date.


Section 4.2.           Redemption.


(a)           On each Debenture Redemption Date and
on the stated maturity of the Debentures, the Issuer 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:


 


15
















 


(i)            the Redemption Date;


(ii)           the Redemption Price or if the
Redemption Price cannot be calculated prior to the time the notice is required
to be sent, an estimate of the Redemption Price together with a statement that
it is an estimate and that the actual Redemption Price will be calculated on
the third Business Day prior to the Redemption Date (and if an estimate is
provided, a further notice shall be sent of the actual Redemption Price on the
date that such Redemption Price is calculated);


(iii)          the CUSIP number or CUSIP numbers of
the Capital Securities affected (if applicable);


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


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


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


The Issuer Trust in
issuing the Trust Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of
the Trust Securities in notices of redemption and related materials 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 Securities or as
contained in any notice of redemption and related materials.


(c)           The Trust Securities redeemed on each
Redemption Date shall be redeemed at the Redemption Price with the proceeds
from the contemporaneous redemption or repayment 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 Issuer 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 Capital Securities, then, by 12:00 noon,
New York City time, on the Redemption Date, subject to Section 4.2(c), the
Property Trustee will, with respect to Book-Entry Capital Securities,
irrevocably deposit with the Clearing Agency for such Book-Entry Capital
Securities, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders of the
Capital Securities. With respect to Capital Securities that are not Book-Entry
Capital Securities, the Property Trustee, subject to Section 4.2(c), will
irrevocably deposit with the Paying Agent, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders of the Capital Securities upon surrender of their Capital
Securities Certificates. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register for the Trust Securities on the relevant
record dates for the related Distribution Dates. If notice of redemption shall
have been given and funds deposited as required, then upon the date of such
deposit, all rights of Holders holding Trust Securities so called for
redemption will 


 


16












 


cease, except the right
of such Holders to receive the Redemption Price and any Distribution payable in
respect of the Trust Securities on or prior to the Redemption Date, but without
interest, and such 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 (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 Issuer Trust or by the Depositor pursuant to the Guarantee
Agreement, Distributions on such Trust Securities will continue to accumulate,
as set forth in Section 4.1, from the Redemption Date originally established by
the Issuer Trust for such Trust Securities to the date such Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.


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


Section 4.3.           Subordination of Common Securities.


(a)           Payment of Distributions (including
any Additional Amounts) on, the Redemption Price of, and the Liquidation
Distribution in respect of the Trust Securities, as applicable, shall be made,
subject to Section 4.2(e), pro rata
among the Common Securities and the Capital Securities based on the Liquidation
Amount of the Trust Securities; provided,
however, that if on any Distribution Date, Redemption Date or
Liquidation Date any Event of Default resulting from a Debenture Event of
Default specified in Section 5.1(1) or 5.1(2) of the Indenture shall have
occurred and be continuing, no payment of any Distribution (including any
Additional Amounts) on, Redemption Price of, or Liquidation Distribution in
respect 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 any Additional Amounts) on all Outstanding Capital 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 Capital Securities then called for redemption, or in the case of
payment of the Liquidation Distribution the full amount of such Liquidation
Distribution on all Outstanding Capital Securities, 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
any Additional Amounts) on, or the Redemption Price of, the Capital Securities
then due and payable.


 


17












 


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


Section 4.4.           Payment
Procedures.


Payments of
Distributions (including any Additional Amounts) in respect of the Capital
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
Capital Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency in immediately available funds. Payments in respect
of the Common Securities shall be made in such manner as shall be mutually
agreed between the Property Trustee and the Holders of the Common Securities.


Section 4.5.           Tax
Returns and Reports.


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


Section
4.6.           Payment
of Taxes, Duties, Etc. of the Issuer Trust.


Upon receipt under
the Debentures of Additional Sums, the Property Trustee shall promptly pay any
taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes) imposed on the Issuer Trust by the United States or any
other taxing authority, which were included in such Additional Sums.


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


Any amount payable
hereunder to any Holder of Capital Securities (or any Owner with respect
thereto) shall be reduced by the amount of any corresponding payment such
Holder (or Owner) has directly received pursuant to Section 5.8 of the
Indenture or Section 5.13 of this Trust Agreement.


Section 4.8.           Liability of the Holder of
Common Securities.


As permitted under the
Delaware Statutory Trust Act, the Holder of the Common Securities shall be
liable for the debts and obligations of the Issuer Trust as set forth in the
Expense Agreement.


 


18












 


ARTICLE
V.



TRUST SECURITIES CERTIFICATES


Section 5.1.           Initial Ownership.


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


Section 5.2.           The
Trust Securities Certificates.


(a)           The Capital Securities Certificates
shall be issued in minimum denominations of $25 Liquidation Amount and integral
multiples of $25 in excess thereof, and the Common Securities Certificates
shall be issued in denominations of $25 Liquidation Amount and integral
multiples thereof. The Trust Securities Certificates shall be executed on
behalf of the Issuer Trust by manual signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Issuer Trust, shall be validly issued and
entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Holder, and shall be entitled to
the rights and subject to the obligations of a Holder hereunder, upon due
registration of such Trust Securities Certificate in such transferee’s name
pursuant to Section 5.5.


(b)           Upon their original issuance, Capital
Securities Certificates shall be issued in the form of one or more Book-Entry
Capital Securities Certificates registered in the name of DTC, as Clearing
Agency, or its nominee and deposited with DTC or the Securities Registrar as
custodian for DTC for credit by DTC to the respective accounts of the Owners
thereof (or such other accounts as they may direct).


(c)           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 5.3.           Execution
and Delivery of Trust Securities Certificates.


At the Time of
Delivery, one or more of 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 Issuer Trust or upon the
written order of the Depositor, executed by one authorized officer thereof,
without further corporate action by the Depositor, in authorized denominations.


Section 5.4.           Book-Entry
Capital Securities.


(a)           Each Book-Entry Capital Securities
Certificate issued under this Agreement shall be registered in the name of the
Clearing Agency or a nominee thereof and delivered to such Clearing Agency or a
nominee thereof or custodian therefor, and each such Book-Entry Capital
Securities Certificate shall constitute a single Capital Securities Certificate
for all purposes of this Trust Agreement.


 


19


 






 








 


 


(b)           Notwithstanding any other provision
in this Trust Agreement, no Book-Entry Capital Securities Certificate may be
exchanged in whole or in part for Capital Securities Certificates registered,
and no transfer of a Book-Entry Capital Securities Certificate in whole or in
part may be registered, in the name of any Person other than the Clearing
Agency for such Book-Entry Capital Securities Certificates or a nominee thereof
unless (i) the Clearing Agency advises the Issuer Trust in writing that
the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Capital Securities
Certificates, and a qualified successor shall not have been appointed, or the
Clearing Agency ceases to be a clearing agency registered under the Exchange
Act at a time when it is required to be so registered to act as such clearing
agent or (ii) the Issuer Trust at its option determines that a Book-Entry
Capital Securities Certificate shall be so exchangeable. Upon the occurrence of
any event specified in clause (i) or (ii) above, the Property Trustee shall
notify the Clearing Agency and instruct the Clearing Agency to notify all Owners
of Book-Entry Capital Securities and the Delaware Trustee and the
Administrative Trustees of the occurrence of such event and of the availability
of the Definitive Capital Securities Certificates to Owners of such class or
classes, as applicable, requesting the same.


(c)           If any Book-Entry Capital Securities
Certificate is to be exchanged for other Capital Securities Certificates or
cancelled in part, or if any other Capital Securities Certificate is to be
exchanged in whole or in part for Book-Entry Capital Securities represented by
a Book-Entry Capital Securities Certificate, then either (i) such Book-Entry
Capital Securities Certificate shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the aggregate Liquidation
Amount represented by such Book-Entry Capital Securities Certificate shall be
reduced, subject to Section 5.2, or increased by an amount equal to the
Liquidation Amount represented by that portion of the Book-Entry Capital
Securities Certificate to be so exchanged or cancelled, or equal to the
Liquidation Amount represented by such other Capital Securities Certificates to
be so exchanged for Book-Entry Capital Securities represented thereby, as the
case may be, by means of an appropriate adjustment made on the records of the
Securities Registrar, whereupon the Property Trustee, in accordance with the
Applicable Procedures, shall instruct the Clearing Agency or its authorized
representative to make a corresponding adjustment to its records. Upon
surrender to the Administrative Trustees or the Securities Registrar of the
Book-Entry Capital Securities Certificate or Certificates by the Clearing
Agency, accompanied by registration instructions, the Administrative Trustees,
or any one of them, shall execute the Definitive Capital Securities
Certificates in accordance with the instructions of the Clearing Agency. None
of the Securities Registrar, the Issuer Trustees or the Administrative 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 Capital Securities Certificates, the Issuer
Trustees shall recognize the Holders of the Definitive Capital Securities
Certificates as Holders. The Definitive Capital Securities Certificates shall
be printed, lithographed or engraved or may be produced in any other manner as
is reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.


(d)           Every Capital Securities Certificate
executed and delivered upon registration of transfer of, or in exchange for or
in lieu of, a Book-Entry Capital Securities Certificate or any portion thereof,
whether pursuant to this Article V or Article IV or otherwise, shall be
executed and delivered in the form of, and shall be, a Book-Entry Capital
Securities Certificate, unless such Capital Securities Certificate is
registered in the name of a Person other than the Clearing Agency for such
Book-Entry Capital Securities Certificate or a nominee thereof.


(e)           The Clearing Agency or its nominee,
as registered owner of a Book-Entry Capital Securities Certificate, shall be
the Holder of such Book-Entry Capital Securities Certificate for all 


 


20












 


purposes under this
Agreement and the Book-Entry Capital Securities Certificate, and Owners with
respect to a Book-Entry Capital Securities Certificate shall hold such
interests pursuant to the Applicable Procedures. The Securities Registrar and
the Issuer Trustees shall be entitled to deal with the Clearing Agency for all
purposes of this Trust Agreement relating to the Book-Entry Capital Securities
Certificates (including the payment of the Liquidation Amount of and
Distributions on the Book-Entry Capital Securities represented thereby and the
giving of instructions or directions by Owners of Book-Entry Capital Securities
represented thereby) as the sole Holder of the Book-Entry Capital Securities
represented thereby and shall have no obligations to the Owners thereof. None
of the Issuer Trustees nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Clearing Agency.


The rights of the Owners
of the Book-Entry Capital Securities shall be exercised only through the
Clearing Agency and shall be limited to those established by law, the
Applicable Procedures 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 Capital Securities
Certificates are issued pursuant to Section 5.4(b), the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the Capital Securities to such Clearing Agency
Participants, and none of the Depositor or the Issuer Trustees shall have any
responsibility or obligation with respect thereto.


Section 5.5.           Registration of
Transfer and Exchange of Capital Securities Certificates.


(a)           The Property Trustee shall keep or
cause to be kept, at the office or agency maintained pursuant to
Section 5.9, a register or registers for the purpose of registering Trust
Securities Certificates and transfers and exchanges of Trust Securities
Certificates (the “Securities Register”)
in which the registrar and transfer agent with respect to the Trust Securities
(the “Securities Registrar”),
subject to such reasonable regulations as it may prescribe, shall provide for
the registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.11 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Capital Securities
Certificates as herein provided. The Person acting as the Property Trustee
shall at all times also be the Securities Registrar.


Upon surrender for
registration of transfer of any Capital Securities Certificate at the office or
agency maintained pursuant to Section 5.9, the Administrative Trustees or
any one of them shall execute and deliver to the Property Trustee, and the
Property Trustee shall deliver, in the name of the designated transferee or
transferees, one or more new Capital 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, (i) to issue, register the transfer of or exchange
any Capital Security during a period beginning at the opening of business 15
days before the day of selection for redemption of such Capital Securities
pursuant to Article IV and ending at the close of business on the day of
mailing of the notice of redemption, or (ii) to register the transfer of
or exchange any Capital Security so selected for redemption in whole or in
part, except, in the case of any such Capital Security to be redeemed in part,
any portion thereof not to be redeemed.


Every Capital 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 its attorney duly 


 


21












 


authorized in
writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by the
Property Trustee in accordance with its customary practice.


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


(b)           Notwithstanding any other provision
of this Trust Agreement, transfers and exchanges of Capital Securities
Certificates and beneficial interests in a Book-Entry Capital Securities
Certificate of the kinds specified in this Section 5.5(b) shall be made only in
accordance with this Section 5.5(b).


(i)            Non-Book-Entry Capital Securities
Certificate to Book-Entry Capital Securities Certificate. If the Holder of
a Capital Securities Certificate (other than a Book-Entry Capital Securities
Certificate) wishes at any time to transfer all or any portion of such Capital
Securities Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in a Book-Entry Capital Securities Certificate,
such transfer may be effected only in accordance with the provisions of this
Clause (b)(i) and subject to the Applicable Procedures. Upon receipt by
the Securities Registrar of (A) such Capital Securities Certificate as provided
in Section 5.5(a) and instructions satisfactory to the Securities
Registrar directing that a beneficial interest in the Book-Entry Capital
Securities Certificate of a specified number of Capital Securities not greater
than the number of Capital Securities represented by such Capital Securities
Certificate be credited to a specified Clearing Agency Participant’s account,
then the Securities Registrar shall cancel such Capital Securities Certificate
(and issue a new Capital Securities Certificate in respect of any untransferred
portion thereof) as provided in Section 5.5(a) and increase the aggregate
Liquidation Amount of the Book-Entry Capital Securities Certificate by the
Liquidation Amount represented by such Capital Securities so transferred as
provided in Section 5.4(c).


(ii)           Non-Book-Entry Capital Securities
Certificate to Non-Book-Entry Capital Securities Certificate. A Capital
Securities Certificate that is not a Book-Entry Capital Securities Certificate
may be transferred, in whole or in part, to a Person who takes delivery in the
form of another Capital Securities Certificate that is not a Book-Entry Capital
Securities Certificate as provided in Section 5.5(a).


(iii)          Exchanges between Book-Entry
Capital Securities Certificate and Non-Book-Entry Capital Securities Certificate.
A beneficial interest in a Book-Entry Capital Securities Certificate may be
exchanged for a Capital Securities Certificate that is not a Book-Entry Capital
Securities Certificate as provided in Section 5.4.


Section 5.6.           Mutilated, Destroyed,
Lost or Stolen Trust Securities Certificates.


If (a) any mutilated
Trust Securities Certificate shall be surrendered to the Securities Registrar,
or if the Securities Registrar shall receive evidence to its satisfaction of
the destruction, loss or theft of any Trust Securities Certificate, and
(b) there shall be delivered to the Securities Registrar and the
Administrative Trustees such security or indemnity as may be required by them
to save each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a protected purchaser, the
Administrative Trustees, or any one of them, on behalf of the Issuer Trust
shall execute and make available for delivery, in exchange for or in lieu of
any such mutilated, destroyed, lost 


 


22












 


or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section 5.6, 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 assets of the Issuer Trust corresponding to that evidenced by
the lost, stolen or destroyed Trust Securities Certificate, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.


Section 5.7.           Persons Deemed Holders.


The Issuer Trustees and
the Securities Registrar shall each treat the Person in whose name any Trust
Securities Certificate shall be registered in the Securities Register as the
owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and none of the Issuer
Trustees and the Securities Registrar shall
be bound by any notice to the contrary.


Section 5.8.           Access to List of Holders’ Names and Addresses.


Each
Holder and each Owner shall be deemed to have agreed not to hold the Depositor,
the Property Trustee, the Delaware 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 5.9.           Maintenance
of Office or Agency.


The Property Trustee
shall designate, with the consent of the Administrative Trustees, which consent
shall not be unreasonably withheld, an office or offices or agency or agencies
where Capital Securities Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer
Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate J. P. Morgan Trust Company,
National Association, 560 Mission Street, 13th Floor, San Francisco, California
94105, Attention: Mitch Gardner, as its office and agency for such purposes.
The Property Trustee shall give prompt written notice to the Depositor, the
Administrative Trustees and to the Holders of any change in the location of the
Securities Register or any such office or agency.


Section 5.10.         Appointment of Paying
Agent.


The Paying Agent shall
make Distributions to Holders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds
from the Payment Account solely for the purpose of making the Distributions
referred to above. The Administrative Trustees may revoke such power and remove
the Paying Agent in their sole discretion. The Paying Agent shall initially be
Zions First National Bank. Any Person acting as Paying Agent shall be permitted
to resign as Paying Agent upon 30 days’ written notice to the Administrative
Trustees and the Property Trustee. If Zions First National 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 (which
shall be a bank or trust company) to act as Paying Agent. Such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees
shall execute and deliver to the Issuer Trustees an instrument in which such
successor Paying Agent or additional Paying Agent shall agree with the Issuer
Trustees that as Paying Agent, such successor Paying Agent or additional Paying
Agent will hold all sums, if any, held by 


 


23












 


it for payment to
the Holders in trust for the benefit of the Holders entitled thereto until such
sums shall be paid to such Holders. The Paying Agent shall return all unclaimed
funds to the Property Trustee and upon removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee.
The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to Zions First
National Bank in its role as Paying Agent, for so long as Zions First National
Bank shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Trust Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.


Section 5.11.         Ownership of Common
Securities by Depositor.


At the Time of Delivery,
the Depositor shall acquire, and thereafter shall retain, beneficial and record
ownership of the Common Securities. The Depositor may not transfer the Common
Securities except (i) in connection with a consolidation or merger of the
Depositor into another corporation, 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, or (ii) to an
Affiliate of the Depositor in compliance with applicable law (including the
Securities Act and applicable state securities and blue sky laws). To the fullest
extent permitted by law, any attempted transfer of the Common Securities other
than as set forth in the next proceeding sentence shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued
to the Depositor to contain a legend stating substantially “THIS CERTIFICATE IS
NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF
THE TRUST AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND
ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO THEREIN.”


Section 5.12.         Notices to Clearing Agency.


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


Section 5.13.         Rights of Holders; Waivers of
Past Defaults.


(a)           The legal title to the Trust Property is
vested exclusively in the Property Trustee (in its capacity as such) in
accordance with Section 2.9, and the Holders shall not have any right or
title therein other than the undivided beneficial interest in the assets of the
Issuer Trust conferred by their Trust Securities and they shall have no right
to call for any partition or division of property, profits or rights of the
Issuer Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this
Trust Agreement. The Trust Securities shall have no preemptive or similar
rights and when issued and delivered to Holders against payment of the purchase
price therefor will be fully paid and nonassessable by the Issuer Trust.
Subject to the provisions of Section 4.8, 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
Capital Securities remain Outstanding, if, upon a Debenture Event of Default,
the Debenture Trustee fails or the holders of not less than 25% in principal
amount of the outstanding Debentures fail to declare the principal of all of
the Debentures to be immediately due and payable, the Holders of at least 25%
in Liquidation Amount of the Capital Securities then Outstanding shall have the
right to make such declaration by a notice in writing to the Property Trustee,
the Depositor and the Debenture Trustee.


 


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At any time after 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, if the Property Trustee
fails to annul any such declaration and waive such default, the Holders of at
least a Majority in Liquidation Amount of the Capital 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
on all of the Debentures,


(B)          any accrued Additional Interest on all
of the Debentures,


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


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


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


The Holders of at least a
Majority in Liquidation Amount of the Capital Securities may, on behalf of the
Holders of all the Capital Securities, waive any past default under the
Indenture, except a default in the payment of principal or interest (unless
such default has been cured and a sum sufficient to pay all matured
installments of interest and principal due otherwise than by acceleration has
been deposited with the Debenture Trustee) or a default in respect of a
covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding Debenture. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


Upon receipt by the
Property Trustee of written notice declaring such an acceleration, or
rescission and annulment thereof, by Holders of any part of the Capital
Securities a record date shall be established for determining Holders of
Outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided that, unless such declaration of acceleration, or
rescission and annulment, as the case may be, shall have become effective by
virtue of the requisite percentage having joined in such notice prior to the
day that is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice that has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this
Section 5.13(b).


 


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(c)           For so long as any Capital 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 Capital 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 any amounts payable in respect of
Debentures having an aggregate principal amount equal to the aggregate
Liquidation Amount of the Capital Securities of such Holder (a “Direct Action”). Except as set forth in
Section 5.13(b) and this Section 5.13(c), the Holders of Capital
Securities shall have no right to exercise directly any right or remedy
available to the holders of, or in respect of, the Debentures.


(d)           Except as otherwise provided in
clauses (a), (b) and (c) of this Section 5.13, the Holders of at least a
Majority in Liquidation Amount of the Capital Securities may, on behalf of the
Holders of all the Capital Securities, waive any past default or Event of
Default and its consequences.  Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.


ARTICLE
VI.



ACTS OF HOLDERS; MEETINGS; VOTING


Section 6.1.           Limitations
on Voting Rights.


(a)           Except as expressly provided in this
Trust Agreement and in the Indenture and as otherwise required by law, no
Holder of Capital Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Issuer Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Holders from time to time as partners or members of an
association.


(b)           So long as any Debentures are held by
the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall
not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Debenture Trustee, or execute any trust or power
conferred on the Property Trustee with respect to the Debentures,
(ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration
that the principal of all the Debentures shall be due and payable, or
(iv) consent to any amendment, modification or termination of the
Indenture or the Debentures, where such consent shall be required, without, in
each case, obtaining the prior approval of the Holders of at least a Majority
in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture
would require the consent of each Holder of Debentures affected thereby, no
such consent shall be given by the Property Trustee without the prior written
consent of each Holder of Capital Securities. The Issuer Trustees shall not
revoke any action previously authorized or approved by a vote of the Holders of
the Capital Securities, except by a subsequent vote of the Holders of the
Capital Securities. The Property Trustee shall notify all Holders of the
Capital Securities of any notice of default received with respect to the
Debentures. In addition to obtaining the foregoing approvals of the Holders of
the Capital Securities, prior to taking any of the foregoing actions, the
Issuer 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 Issuer Trust to be taxable as a corporation or classified as other
than a grantor trust for United States Federal income tax purposes.


 


26


 












 


(c)           If any proposed amendment to the
Trust Agreement provides for, or the Issuer Trustees otherwise propose to
effect, (i) any action that would adversely affect in any material respect
the powers, preferences or special rights of the Capital Securities, whether by
way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution of the Issuer Trust, other than pursuant to the terms of this Trust
Agreement, then the Holders of Outstanding Capital 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 Capital Securities. Notwithstanding any
other provision of this Trust Agreement, no amendment to this Trust Agreement
may be made if, as a result of such amendment, it would cause the Issuer Trust
to be taxable as a corporation or classified as other than a grantor trust for
United States Federal income tax purposes.


Section 6.2.           Notice of Meetings.


Notice of all meetings of
the Holders of the Capital Securities, stating the time, place and purpose of
the meeting, shall be given by the Administrative Trustees or, at the written
request of the Administrative Trustees, by the Property Trustee pursuant to
Section 10.8 to each Holder of Capital Securities, at such Holder’s
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be
so considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.


Section 6.3.           Meetings of Holders of the Capital Securities.


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


The Holders of at least a
Majority in Liquidation Amount of the Capital Securities, present in person or
by proxy, shall constitute a quorum at any meeting of the Holders of the
Capital Securities.


If a quorum is present at
a meeting, an affirmative vote by the Holders present, in person or by proxy,
holding Capital Securities representing at least a Majority in aggregate Liquidation
Amount of the Capital Securities held by the Holders present, either in person
or by proxy, at such meeting shall constitute the action of the Holders of the
Capital Securities, unless this Trust Agreement requires a greater number of
affirmative votes.


Section 6.4.           Voting Rights.


Holders shall be entitled
to one vote for each $25 of Liquidation Amount represented by their Outstanding
Trust Securities in respect of any matter as to which such Holders are entitled
to vote.


Section 6.5.           Proxies, etc.


At any meeting of
Holders, any Holder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at
any meeting unless it shall have been placed on file with the Administrative
Trustees, or with such other officer or agent of the Issuer 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 


 


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Trustee, proxies
may be solicited in the name of the Property Trustee or one or more officers of
the Property Trustee. Only Holders of record shall be entitled to vote. When
Trust Securities are held jointly by several persons, any one of them may vote
at any meeting in person or by proxy in respect of such Trust Securities, but
if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Trust
Securities. A proxy purporting to be executed by or on behalf of a Holder shall
be deemed valid unless challenged at or prior to its exercise, and the burden
of proving invalidity shall rest on the challenger. No proxy shall be valid
more than three years after its date of execution.


Section 6.6.           Holder Action by Written Consent.


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


Section 6.7.           Record Date for Voting and Other Purposes.


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


Section 6.8.           Acts of Holders.


Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to 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 Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Trust Agreement and (subject to Section 8.1) conclusive in favor of the
Issuer Trustees, if made in the manner provided in this Section.


The fact and date of the
execution by any Person of any such instrument or writing may be proved by the
affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the
execution thereof. Where such execution is by a signer acting in a capacity other
than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner that any Issuer
Trustee receiving the same deems sufficient.


 


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


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


Without limiting the
foregoing, a Holder entitled hereunder to take any action hereunder with regard
to any particular Trust Security may do so with regard to all or any part of
the Liquidation Amount 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 among the Holders or the Issuer Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, consent, waiver or other Act of such Holder or Issuer Trustee under
this Article VI, then the determination of such matter by the Property Trustee
shall be conclusive with respect to such matter.


Section 6.9.           Inspection of Records.


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


ARTICLE
VII.



REPRESENTATIONS AND WARRANTIES


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


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


(a)           the Property Trustee is a national
banking association, duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization;


(b)           the Property Trustee has full
corporate power, authority and legal right to execute, deliver and perform its
obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust
Agreement;


(c)           the Delaware Trustee is a national
banking association, duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization;


(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 


 


29












 


Property Trustee and the
Delaware Trustee enforceable against each of them in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles;


(f)            the execution, delivery and
performance of this Trust Agreement have been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and the Delaware
Trustee and do not require any approval of stockholders of the Property Trustee
or the Delaware Trustee and such execution, delivery and performance will not
(i) violate the Articles of Association 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 United
States of America 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;


(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
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 law of the United States of America
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 that, individually or in the aggregate, would
materially and adversely affect the Issuer Trust or would question the right,
power and authority of the Property Trustee or the Delaware Trustee, as the
case may be, to enter into or perform its obligations as one of the Issuer
Trustees under this Trust Agreement.


Section 7.2.           Representations and Warranties of Depositor.


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


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


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


 


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ARTICLE
VIII.



THE ISSUER TRUSTEES


Section 8.1.           Certain Duties and Responsibilities.


(a)           The duties and responsibilities of
the Issuer Trustees shall be as provided by this Trust Agreement and, in the
case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require any of the Issuer
Trustees to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting
the liability of or affording protection to the Issuer Trustees shall be
subject to the provisions of this Section 8.1. Nothing in this Trust Agreement
shall be construed to release an Administrative Trustee from liability for his
or her own negligent action, his or her own negligent failure to act, or his or
her own willful misconduct. To the extent that, at law or in equity, an Issuer
Trustee has duties and liabilities relating to the Issuer Trust or to the
Holders, such Issuer Trustee shall not be liable to the Issuer Trust or to any
Holder for such Issuer Trustee’s good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that
they restrict the duties and liabilities of the Issuer Trustees otherwise
existing at law or in equity, are agreed by the Depositor and the Holders to replace
such other duties and liabilities of the Issuer Trustees.


(b)           All payments made by the Property
Trustee or a Paying Agent in respect of the Trust Securities shall be made only
from the revenue and proceeds from the Trust Property and only to the extent
that there shall be sufficient revenue or proceeds from the Trust Property to
enable the Property Trustee or a Paying Agent to make payments in accordance
with the terms hereof. Each Holder, by its acceptance of a Trust Security,
agrees that it will look solely to the revenue and proceeds from the Trust
Property to the extent legally available for distribution to it as herein
provided and that the Issuer Trustees are not personally liable to 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 Issuer 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 or the Delaware 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 at least a Majority in
Liquidation Amount of the Capital 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;


 


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(iii)          the Property Trustee’s sole duty with
respect to the custody, safe keeping and physical preservation of the
Debentures and the Payment Account shall be to deal with such property in a
similar manner as the Property Trustee deals with similar property for its own
account, subject to the protections and limitations on liability afforded to
the Property Trustee under this Trust Agreement and the Trust Indenture Act;


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


(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 any other
Issuer Trustee or the Depositor; and


(vi)          No provision of this Trust Agreement
shall require the Property Trustee to expend or risk its own funds or otherwise
incur personal financial liability in the performance of any of its duties or
in the exercise of any of its rights or powers.


(d)           The Administrative Trustees shall not
be responsible for monitoring the compliance by the other Issuer Trustees or
the Depositor with their respective duties under this Trust Agreement, nor
shall any Administrative Trustee be liable for the default or misconduct of any
other Administrative Trustee, the other Issuer 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 10.8, notice of such Event of Default to the Holders,
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
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.8, notice of such exercise to the Holders, 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, 


 


32


 












 


request, consent, order,
appraisal, bond, debenture, note, other evidence of indebtedness or other paper
or document believed by it to be genuine and to have been signed or presented
by the proper party or parties;


(b)           if (i) in performing its duties
under this Trust Agreement the Property Trustee is required to decide between
alternative courses of action, (ii) in construing any of the provisions of
this Trust Agreement the Property Trustee finds the same ambiguous or
inconsistent with any other provisions contained herein, or (iii) the
Property Trustee is unsure of the application of any provision of this Trust
Agreement, then, except as to any matter as to which the Holders of the Capital
Securities are entitled to vote under the terms of this Trust Agreement, the
Property Trustee shall deliver a notice to the Depositor requesting the
Depositor’s opinion as to the course of action to be taken, and the Property
Trustee shall take such action, or refrain from taking such action, as the
Property Trustee shall be instructed in writing to take, or to refrain from
taking, by the Depositor; provided, however, that if the Property Trustee
does not receive such instructions of the Depositor within ten Business Days
after it has delivered such notice, or such reasonably shorter period of time
set forth in such notice (which to the extent practicable shall not be less
than two Business Days), it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Trust Agreement as it shall
deem advisable and in the best interests of the Holders, in which event the
Property Trustee shall have no liability except for its own negligence or
willful misconduct;


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


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


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


(f)            the Property Trustee may consult
with counsel (which counsel may be counsel to the Depositor or any of its
Affiliates, and may include any of its employees) and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon and in accordance with such advice; the Property Trustee shall
have the right at any time to seek instructions concerning the administration
of this Trust Agreement from any court of competent jurisdiction;


(g)           the Property Trustee shall be under
no obligation to exercise any of the rights or powers vested in it by this
Trust Agreement at the request or direction of any of the Holders pursuant to
this Trust Agreement, unless such Holders shall have offered to the Property
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or
direction; provided that nothing
contained in this Section 8.3(g) shall be taken to relieve the Property
Trustee, upon the occurrence of an Event of Default actually known to the
Property Trustee, of its obligation to exercise the rights and powers vested in
it by this Trust Agreement;


(h)           the Property Trustee shall not be
bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, debenture, note or other evidence of
indebtedness or other paper or 


 


33
















 


document, unless
requested in writing to do so by one or more Holders, but the Property Trustee
may make such further inquiry or investigation into such facts or matters as it
may see fit;


(i)            the Property Trustee may execute any
of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible for
its own negligence or misconduct with respect to selection of any agent or
attorney appointed by it hereunder;


(j)            whenever in the administration of
this Trust Agreement the Property Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any other
action hereunder, the Property Trustee (i) may request instructions from
the Holders (which instructions may only be given by the Holders of the same
proportion in Liquidation Amount of the Trust Securities as would be entitled
to direct the Property Trustee under the terms of the Trust Securities in
respect of such remedy, right or action), (ii) may refrain from enforcing
such remedy or right or taking such other action until such instructions are
received, and (iii) shall be protected in acting in accordance with such
instructions; and


(k)           except as otherwise expressly
provided by this Trust Agreement, the Property Trustee shall not be under any
obligation to take any action that is discretionary under the provisions of
this Trust Agreement.


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


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


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


The Property Trustee may
conclusively assume that any funds held by it hereunder are legally available
unless an officer of the Property Trustee assigned to its institutional trust
services department shall have received written notice from the Depositor, any
Holder or any other Issuer Trustee that such funds are not legally available.


Section 8.5.           May Hold Securities.


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


 


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Section 8.6.           Compensation; Indemnity; Fees.


The Depositor
agrees:


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


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


(c)           to the fullest extent permitted by
applicable law, to indemnify and hold harmless (i) each Issuer Trustee,
(ii) any Affiliate of any Issuer Trustee, (iii) any officer,
director, shareholder, employee, representative or agent of any Issuer Trustee,
and (iv) any employee or agent of the Issuer Trust (referred to herein as
an “Indemnified Person”) from and
against any loss, damage, liability, action, suit, tax, penalty, expense or
claim of any kind or nature whatsoever incurred by such Indemnified Person by
reason of the creation, operation or termination of the Issuer Trust or any act
or omission performed or omitted by such Indemnified Person on behalf of the
Issuer Trust, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage, action, suit or claim incurred by
such Indemnified Person by reason of negligence or willful misconduct with
respect to such acts or omissions.


The provisions of this
Section 8.6 shall survive the termination of this Trust Agreement and the
removal or resignation of any Issuer Trustee.


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


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


(a)           There shall at all times be a
Property Trustee hereunder with respect to the Trust Securities. The Property
Trustee shall be a Person that is a national or state chartered bank and
eligible pursuant to the Trust Indenture Act to act as such and that has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes
of this Section and to the extent permitted by the Trust Indenture Act, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee with respect to the Trust Securities
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article. At the time of appointment, the Property Trustee
must have securities rated in one of the three highest rating categories by a
nationally recognized statistical rating organization.


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


 


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(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 and that shall act through one or more persons
authorized to bind such entity.


Section 8.8.           Conflicting
Interests.


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


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


Section 8.9.           Co-Trustees and Separate Trustee.


Unless 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. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be
(i) a natural person who is at least 21 years of age and a resident of the
United States, or (ii) a legal entity with its principal place of business
in the United States that shall act through one or more persons authorized to
bind such entity.  In case an Event of
Default under the Indenture shall have occurred and be continuing, the Property
Trustee alone shall have the power to make such appointment.


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


 


36












 


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


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


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


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


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


Section 8.10.         Resignation and Removal; Appointment of Successor.


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


Subject to the
immediately preceding paragraph, the Relevant Trustee may resign at any time by
giving written notice thereof to the 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 Issuer Trustee may be
removed at any time by Act of the Holders of Common Securities. 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 Capital Securities,
delivered to the Relevant Trustee (in its individual capacity and on behalf of
the Trust). An Administrative Trustee may be removed by the Holders of Common
Securities at any time. In no event will the Holders of the Capital Securities
have a right to vote to appoint, remove or replace the Administrative Trustees.


 


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If any Issuer Trustee
shall resign, be removed or become incapable of acting as Issuer Trustee, or if
a vacancy shall occur in the office of any Issuer Trustee for any reason, at a
time when no Debenture Event of Default shall have occurred and be continuing,
the Holders of Common Securities, by Act of the Holders of Common Securities,
shall promptly appoint a successor Issuer Trustee or Issuer Trustees, and the
retiring Issuer 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 Holders of Capital
Securities, by Act of the Holders of a majority in Liquidation Amount of the
Capital Securities then Outstanding 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 Holders of Common Securities by Act of the Holders of Common Securities
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 Holders of Common Securities or the
Holders of Capital Securities and accepted appointment in the manner required
by Section 8.11, any Holder who has been a Holder of Trust Securities for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.


The Property Trustee
shall give notice of each resignation and each removal of an Issuer Trustee and
each appointment of a successor Issuer Trustee to all Holders in the manner
provided in Section 10.8 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 Issuer Trustee such successor Issuer
Trustee so appointed shall execute, acknowledge and deliver to the Issuer Trust
and to the retiring Issuer Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Issuer Trustee shall
become effective and such successor Issuer Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Issuer Trustee; but, on the request of the Depositor or
the successor Issuer Trustee, such retiring Issuer Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Issuer Trustee all the rights, powers and trusts of the retiring
Issuer Trustee and if the Property Trustee is the resigning Issuer Trustee
shall duly assign, transfer and deliver to the successor Issuer Trustee all
property and money held by such retiring Property Trustee hereunder.


In case of the
appointment hereunder of a successor Relevant Trustee, the retiring Relevant
Trustee (if requested by the Depositor) and each successor Relevant Trustee
with respect to the Trust 


 


38












 


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


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


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


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


Any Person into which the
Property Trustee, the Delaware Trustee or any Administrative Trustee that is
not a natural Person may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person,
succeeding to all or substantially all the corporate trust business of such
Relevant Trustee, shall be the successor of such Relevant Trustee hereunder,
provided that such Person shall be otherwise qualified and eligible under this
Article, 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 Issuer Trust.


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


Section 8.14.         Property Trustee May File Proofs of Claim.


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


 


39












 


(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 8.15.         Reports by Property Trustee.


(a)           Within 60 days after May 15 of each
year commencing in 2006, the Property Trustee shall transmit to Holders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.


(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, with the Commission and with the
Depositor.


Section 8.16.         Reports to the Property Trustee.


Each of the Depositor and
the Administrative Trustees shall provide to the Property Trustee such
documents, reports and information as required by Section 314 of the Trust
Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and
at the times required by Section 314 of the Trust Indenture Act. The
Depositor and the Administrative Trustees shall annually file with the Property
Trustee a certificate specifying whether such Person is in compliance with all
of the terms and covenants applicable to such Person hereunder.


Section 8.17.         Evidence of Compliance with
Conditions Precedent.


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


 


40












 


Section 8.18.         Number of Issuer Trustees.


(a)           The number of Issuer Trustees shall
be five, provided that the Property Trustee and the Delaware Trustee may be the
same Person.


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


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


Section 8.19.         Delegation of Power.


(a)           Any Administrative Trustee may, by
power of attorney consistent with applicable law, delegate to any other natural
person over the age of 21 his or her power for the purpose of executing any
documents contemplated in Section 2.7(a), 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 Issuer Trust or the names of the Administrative Trustees or
otherwise as the Administrative Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of
this Trust Agreement.


Section 8.20.         Appointment of Administrative Trustees.


(a)           The Administrative Trustees shall
initially be Nolan X. Bellon, an individual, Richard Bradford, an individual,
and John A. Payne, an individual, and their successors shall be appointed by
the Holders of a Majority in Liquidation Amount of the Common Securities, and
they may resign or be removed by the Holders of a Majority in Liquidation
Amount of the Common Securities at any time. Upon any resignation or removal,
the Holders of the Common Securities shall appoint a successor Administrative
Trustee. Each successor Administrative Trustee shall sign an agreement agreeing
to comply with the terms of this Trust Agreement. If at any time there is no
Administrative Trustee, the Property Trustee or any Holder who has been a
Holder of Trust Securities for at least six months may petition any court of
competent jurisdiction for the appointment of one or more Administrative
Trustees.


(b)           Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with this
Section 8.20, 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.


(c)           Notwithstanding the foregoing or any
other provision of this Trust Agreement, if any Administrative 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 the unanimous acts of the remaining Administrative Trustees,
if there were at least two of them prior to such vacancy, and by the Depositor,
if there were not two such Administrative Trustees immediately prior to such
vacancy (with the successor being a Person who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 8.7).


 


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ARTICLE
IX.



TERMINATION, LIQUIDATION AND MERGER


Section 9.1.           Termination Upon Expiration Date.


Unless earlier dissolved,
the Issuer Trust shall automatically dissolve on
                          ,
         (the “Expiration Date”), 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”, upon the occurrence of which the Issuer Trust
shall dissolve:


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


(b)           the written direction to the Property
Trustee from all of the Holders of the Common Securities at any time to
dissolve the Issuer Trust and to distribute the Debentures to Holders in
exchange for the Capital Securities (which direction is optional and wholly
within the discretion of the Holders of the Common Securities);


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


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


Section 9.3.           Termination.


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


Section 9.4.           Liquidation.


(a)           If an Early Termination Event
specified in clause (a), (b) or (d) of Section 9.2 occurs or upon the
Expiration Date, the Issuer Trust shall be liquidated by the Issuer Trustees as
expeditiously as the Issuer Trustees determine to be possible by distributing,
after satisfaction of liabilities to creditors of the Issuer Trust as provided
by applicable law, to each Holder 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 less 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 such notices
of liquidation shall:


 


42












 


(i)            state the Liquidation Date;


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


(iii)          provide such information with respect
to the procedures 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 Issuer Trust and
distribution of the Debentures to Holders, the Property Trustee, either itself
acting as exchange agent or through the appointment of a separate exchange
agent, shall establish a record date for such distribution (which shall be not
more than 30 days prior to the Liquidation Date) and, establish such procedures
as it shall deem appropriate to effect the distribution of 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 exchange agent for
exchange, (iii) the Depositor shall use its best efforts to have the
Debentures listed on the national stock exchange, the Nasdaq National Market or
on such other exchange, interdealer quotation system or self-regulatory
organization as the Capital Securities are then listed, (iv) any Trust
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Debentures bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions 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 Holders holding Trust Securities will cease,
except the right of such Holders to receive Debentures upon surrender of Trust
Securities Certificates.


(d)           If, notwithstanding the other
provisions of this Section 9.4, whether because of an order for dissolution
entered by a court of competent jurisdiction or otherwise, distribution of the
Debentures in the manner provided herein is determined by the Administrative
Trustees not to be practical, the Trust Property shall be liquidated, and the
Issuer Trust shall be wound up in such manner as the Property Trustee
determines. In such event, Holders will be entitled to receive out of the
assets of the Issuer Trust available for distribution to Holders, after
satisfaction of liabilities to creditors of the Issuer Trust as provided by
applicable law, an amount equal to the Liquidation Amount per Trust Security
plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the “Liquidation Distribution”).
If, upon any such winding up, the Liquidation Distribution can be paid only in
part because the Issuer Trust has insufficient assets available to pay in full
the aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Issuer Trust on the Trust Securities shall
be paid on a pro rata basis
(based upon Liquidation Amounts). The Holders of the Common Securities will be
entitled to receive Liquidation Distributions upon any such dissolution pro rata (determined as aforesaid) with
Holders of Capital Securities, except that, if a Debenture Event of Default
specified in Section 5.1(1) or 5.1(2) of the Indenture has occurred and is
continuing, the Capital Securities shall have a priority over the Common
Securities as provided in Section 4.3.


 


43












 


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


The Issuer Trust may not
merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other body, except pursuant to this Section 9.5 or
Section 9.4. At the request of the Holders of the Common Securities, with
the consent of the Administrative Trustees, the Issuer Trust may merge with or
into, consolidate, amalgamate, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to a trust organized as
such under the laws of any State; provided that
(i) such successor entity either (a) expressly assumes all of the
obligations of the Issuer Trust with respect to the Capital Securities, or
(b) substitutes for the Capital Securities other securities having
substantially the same terms as the Capital Securities (the “Successor Securities”) so long as the
Successor Securities have the same priority as the Capital Securities with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) a trustee of such successor entity possessing the same
powers and duties as the Property Trustee is appointed to hold the Debentures,
(iii) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Capital Securities (including any
Successor Securities) to be downgraded by any nationally recognized statistical
rating organization which assigns ratings to the Capital Securities, (iv) the
Successor Securities are listed, or any Successor Securities will be listed
upon notice of issuance, on the national securities exchange, the Nasdaq National
Market or on such other exchange, interdealer quotation system or
self-regulatory organization as the Capital Securities are then listed, if any,
(v) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the Capital Securities (including any Successor
Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Issuer Trust, (vii) prior
to such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease, the 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 Capital Securities (including any Successor
Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Issuer Trust nor such successor entity will be required to register
as an “investment company” under the Investment Company Act, and
(viii) the Depositor or its permitted transferee owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee Agreement. Notwithstanding the foregoing, the Issuer Trust
shall not, except with the consent of Holders of all of the Capital Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Issuer Trust or the
successor entity to be taxable as a corporation or 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 Holders.


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


 


44












 


take any action or
bring any proceeding in any court for a partition or winding up of the
arrangements contemplated hereby, nor otherwise affect the rights, obligations
and liabilities of the parties hereto or any of them.


Section 10.2.         Amendment.


(a)           This Trust Agreement may be amended
from time to time by the Property Trustee, the Administrative Trustees and the
Holders of all of the Common Securities, without the consent of any Holder of the
Capital Securities, (i) to cure any ambiguity, correct or supplement any
provision herein that may be inconsistent with any other provision herein, or
to make any other 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 Issuer Trust will not be taxable as a corporation or classified
as other than a grantor trust for United States Federal income tax purposes at
all times that any Trust Securities are outstanding or to ensure that the
Issuer Trust will not be required to register as an “investment company” under
the Investment Company Act; provided,
however, that in the case of either clause (i) or clause (ii) such
action shall not adversely affect in any material respect the interests of any
Holder, and any such amendment of this Trust Agreement shall become effective
when notice thereof is given to the Holders.


(b)           Except as provided in
Section 10.2(c), any provision of this Trust Agreement may be amended by
the Issuer Trustees and the Holders of all of the Common Securities and with
(i) the consent of Holders of at least a Majority in Liquidation Amount of
the Trust Securities, and (ii) receipt by the Issuer Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Issuer Trustees in accordance with such amendment will not
cause the Issuer Trust to be taxable as a corporation or as other than a
grantor trust for United States Federal income tax purposes or affect the
Issuer Trust’s exemption from status as an “investment company” under the
Investment Company Act.


(c)           In addition to and notwithstanding
any other provision in this Trust Agreement, without the consent of each
affected Holder, this Trust Agreement may not be amended to (i) change the
amount or timing of any Distribution on the Trust Securities or otherwise
adversely affect the amount of any Distribution required to be made in respect
of the Trust Securities as of a specified date, or (ii) restrict the right
of a Holder to institute suit for the enforcement of any such payment on or
after such date; and notwithstanding any other provision herein, without the
unanimous consent of the Holders, this Section 10.2(c) may not be amended.


(d)           Notwithstanding any other provisions
of this Trust Agreement, no Issuer Trustee shall enter into or consent to any amendment
to this Trust Agreement that would cause the Issuer Trust to fail or cease to
qualify for the exemption from status as an “investment company” under the
Investment Company Act or to be taxable as a corporation or to be classified as
other than 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 and the
Administrative Trustees, this Trust Agreement may not be amended in a manner
that imposes any additional obligation on the Depositor or the Administrative
Trustees.


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


 


45












 


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


Section 10.3.         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 10.4.         Governing Law.


THIS
TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
ISSUER TRUST, THE DEPOSITOR AND THE ISSUER 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 REFERENCE TO ITS
CONFLICTS OF LAWS PROVISIONS.


Section 10.5.         Payments Due on Non-Business Day.


If the date fixed for any
payment on any Trust Security shall be a day that is not a Business Day, then
such payment need not be made on such date but may be made on the next
succeeding day that is a Business Day (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 Distributions shall accumulate on such unpaid
amount for the period after such date.


Section 10.6.         Successors.


This Trust Agreement
shall be binding upon and shall inure to the benefit of any successor to the
Depositor, the Issuer Trust and any Issuer 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 10.7.         Headings.


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


Section 10.8.         Reports, Notices and Demands.


Any report, notice,
demand or other communication that by any provision of this Trust Agreement is
required or permitted to be given or served to or upon any Holder 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 Holder of
Capital Securities, to such Holder as such Holder’s name and address may appear
on the Securities Register; and (b) in the case of the Holder of the
Common Securities or the Depositor, to Zions Bancorporation, One 


 


46












 


South Main Street,
Suite 1134, Salt Lake City, Utah 84111, Attention: Chief Financial Officer,
facsimile no.:  (801) 524-2129, or to
such other address as may be, specified in a written notice by the Holder of
the Common Securities or the Depositor, as the case may be, to the Property
Trustee. Such notice, demand or other communication to or upon a Holder shall
be deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission. Such notice, demand or other communication
to or upon the Depositor shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Depositor.


Any notice, demand or
other communication that by any provision of this Trust Agreement is required
or permitted to be given or served to or upon the Property Trustee, the
Delaware Trustee, the Administrative Trustees or the Issuer Trust shall be
given in writing addressed to such Person as follows: (a) with respect to
the Property Trustee to J. P. Morgan Trust Company, National Association, 560
Mission Street, 13th Floor, San Francisco, California 94105, Attention: Mitch
Gardner; (b) with respect to the Delaware Trustee, to Chase Bank USA,
National Association, 500 Stanton Christiana Road, OPS4/3rd Floor, Newark,
Delaware 19713, Attention: John J. Cahsin; (c) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked
“Attention: Administrative Trustees of Zions Capital Trust [C][D]”; and (d)
with respect to the Issuer Trust, to its principal office specified in Section
2.2, with a copy to the Property Trustee. Such notice, demand or other
communication to or upon the Issuer Trust, the Property Trustee or the
Administrative Trustees shall be deemed to have been sufficiently given or made
only upon actual receipt of the writing by the Issuer Trust, the Property
Trustee or such Administrative Trustee.


Section 10.9.         Agreement Not to Petition.


Each of the Issuer
Trustees and the Depositor agree for the benefit of the Holders that, until at
least one year and one day after the Issuer Trust has been terminated in
accordance with Article IX, they shall not file, or join in the filing of, a
petition against the Issuer Trust under any bankruptcy, insolvency,
reorganization or other similar law (including the United States Bankruptcy
Code) (collectively, “Bankruptcy Laws”)
or otherwise join in the commencement of any proceeding against the Issuer
Trust under any Bankruptcy Law. If the Depositor takes action in violation of
this Section 10.9, the Property Trustee agrees, for the benefit of
Holders, that at the expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Issuer Trust or the commencement of such action and
raise the defense that the Depositor has agreed in writing not to take such
action and should be estopped and precluded therefrom and such other defenses,
if any, as counsel for the Issuer Trustees or the Issuer Trust may assert.


Section 10.10.      Trust Indenture Act; Conflict
with Trust Indenture Act.


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


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


(c)           If any provision hereof limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act through operation of Section 318(c)
thereof, such imposed duties shall control. If any provision 


 


47












 


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 Issuer Trust.


Section 10.11.      Acceptance of Terms of Trust Agreement, Guarantee
Agreement and Indenture.


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


[REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]


 


48












 


IN WITNESS WHEREOF, the
parties hereto have executed this Amended and Restated Trust Agreement.


ZIONS
BANCORPORATION 
       as Depositor


 




By:                                                                    
       Name:
       Title:


J.
P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
       as Property Trustee


 




By:                                                                    
       Name:
       Title:


CHASE
BANK USA, NATIONAL ASSOCIATION

       as Delaware Trustee


 




By:                                                                    
       Name:
       Title:


By:                                                                    
       Name:
                as Administrative Trustee


By:                                                                    
       Name:
                as Administrative Trustee


By:                                                        


       Name:


                as Administrative Trustee


 


49

















 


Exhibit A


CERTIFICATE OF TRUST

OF

ZIONS CAPITAL TRUST [C][D]


 


 


 


                THIS
Certificate of Trust of Zions Capital Trust [C][D] (the “Trust”), dated as of
August 2, 2002, is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12 Del.
C. § 3801, et seq.) (the “Act”).


 


 


                1.             Name.    The name of the business trust formed hereby is “Zions Capital
Trust [C][D]”.


 


 


                2.             Delaware Trustee.  The name and business address of the trustee
of the Trust in the State of Delaware is Chase Manhattan Bank USA, National
Association, c/o JPMorganChase Bank, 500 Stanton Christiana Road, OPS4/3rd
Floor, Newark, Delaware 19713, Attn: Institutional Trust Services.


 


 


                3.             Effective Date.  This Certificate of Trust shall be effective
upon filing with the Secretary of State of the State of Delaware.


 


 


                IN
WITNESS WHEREOF, the undersigned, being the trustee of the Trust on the date
hereof, has duly executed this Certificate of Trust in accordance with Section
3811(a) of the Act.


 


 


 


CHASE
MANHATTAN BANK, USA,


NATIONAL
ASSOCIATION, not in its


Individual
capacity, but solely as trustee of the Trust


 


 


 


By:
                                                           


Name: John J. Cashin


Title: Vice-President


 


A-1

















CERTIFICATE OF AMENDMENT


PURSUANT TO 3807(E) OF
THE DELAWARE STATUTORY TRUST ACT


(12 Del. C. § 3801
et  seq.)


 


 


 


THIS Certificate of Amendment is being duly executed
and filed on behalf of each Delaware statutory trust (collectively, the
“Trusts”) represented by Chase Manhattan Bank USA, National Association, the
undersigned, as trustee, to amend the respective Certificates of Trust of the
Trusts pursuant to §3807(e) of the Delaware Statutory Trust Act (12 Del. C.
§ 3801 et  seq.) (the “Act”).


 


1.             Amendment
of Trust.  The Certificate of Trust
of each of the Trusts is hereby amended by changing the name of the trustee of
the Trusts in the State of Delaware to Chase Bank USA, National Association.


 


2.             Effective
Date.  This Certificate of Amendment
shall be effective upon filing with the Secretary of State.


 


IN WITNESS WHEREOF, the undersigned has duly executed
this Certificate in accordance with Section 3807(e) of the Act.


 


 


	
   

  	
  CHASE BANK USA, NATIONAL
  ASSOCIATION, formerly known as CHASE MANHATTAN BANK USA, NATIONAL
  ASSOCIATION, not in its individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-2

















 


Exhibit B


[FORM OF LETTER OF REPRESENTATIONS]


                                  ,
            


The Depository Trust Company,
     55 Water Street, 49th Floor,
           New York, New York 10041-0099.


Attention:  General Counsel’s Office


	
  Re:                                    Zions Capital Trust [C][D]

  
	
          %
  Capital Securities, Series         

  
	
  CUSIP

  



 


Ladies and Gentlemen:


The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company (“DTC”) of the
book-entry-only portion of the
           % Capital Securities,
Series         (the “Capital Securities”),
of Zions Capital Trust [C][D], statutory trust formed under the laws of the
State of Delaware (the “Issuer”), governed by the Amended and Restated Trust
Agreement, dated as of
                              ,
between Zions Bancorporation (the “Corporation”), as Depositor, J. P. Morgan
Trust Company, National Association, as Property Trustee, Chase Bank USA,
National Association, as Delaware Trustee, and the Administrative Trustees
named therein.  The payment of distributions
on the Capital Securities and payments due upon liquidation of the Issuer or
redemption of the Capital Securities, to the extent the Issuer has funds
available for the payment thereof, are guaranteed by the Corporation to the
extent set forth in a Guarantee Agreement, dated as of
                            ,
between the Corporation and J. P. Morgan Trust Company, National Association,
as Guarantee Trustee with respect to the Capital Securities.  The Corporation and the Issuer propose to
sell the Capital Securities to the Underwriters (the “Underwriters”) pursuant
to a Pricing Agreement, dated as of
                           ,
by and among the Underwriters, the Issuer and the Corporation, which
incorporates the provisions of the Underwriting Agreement, dated as of
                      ,
and the Underwriters wish to take delivery of the Capital Securities through
DTC.  J. P. Morgan Trust Company,
National Association is acting as transfer agent and registrar with respect to
the Capital Securities (the “Transfer Agent and Registrar”).


To induce DTC to accept the Capital Securities as eligible for deposit
at DTC, and to act in accordance with DTC’s rules with respect to the Capital
Securities, the Issuer and the Transfer Agent and Registrar make the following
representations to DTC:


1.             Prior to the
closing of the sale of the Capital Securities to the Underwriters on
             ,
there shall be deposited with, or held by the Transfer Agent and Registrar as
custodian for, DTC one or more global certificates (individually and
collectively, the “Global Certificate”) registered in the name of DTC’s
nominee, Cede & Co., representing an aggregate of
            
Capital Securities and bearing the following legend:


 


B-1












 


Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation (“DTC”), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such
other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has
an interest herein.


2.             The Amended and
Restated Trust Agreement of the Issuer provides for the voting by holders (with
no provision for revocation of consents or votes by subsequent holders) of the
Capital Securities under certain limited circumstances.  The Issuer shall establish a record date for
such purposes and shall, to the extent possible, give DTC notice of such record
date not less than 15 calendar days in advance of such record date.


3.             In the event of a
stock split, conversion, recapitalization, reorganization or any other similar
transaction resulting in the cancellation of all or any part of the Capital
Securities outstanding, the Issuer or the Transfer Agent and Registrar shall
send DTC a notice of such event as soon as possible but, at least 5 business
days prior to the effective date of such event.


4.             In the event of any
distribution on, or an offering or issuance of rights with respect to, the
Capital Securities outstanding, the Issuer or the Transfer Agent and Registrar
shall send DTC a notice specifying: (a) the amount of and conditions, if
any, applicable to the payment of any such distribution or any such offering or
issuance of rights; (b) any applicable expiration or deadline date, or any date
by which any action on the part of the holders of Capital Securities is
required; and (c) the date any required notice is to be mailed by or on
behalf of the Issuer to holders of Capital Securities or published by or on
behalf of the Issuer (whether by mail or publication, the “Publication
Date”).  Such notice shall be sent to DTC
by a secure means (e.g., legible telecopy, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC’s possession no later than the close of business on the
business day before the Publication Date. 
The Issuer or the Transfer Agent and Registrar will forward such notice
either in a separate secure transmission for each CUSIP number or in a secure
transmission of multiple CUSIP numbers (if applicable) that includes a manifest
or list of each CUSIP number submitted in that transmission.  (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.)  The Publication Date shall be
not less than 30 calendar days nor more than 60 calendar days prior to the
payment of any such distribution or any such offering or issuance of rights
with respect to the Capital Securities. 
After establishing the amount of payment to be made on the Capital
Securities, the Issuer or the Transfer Agent and Registrar will notify DTC’s
Dividend Department of such payment 5 business days prior to payment date.  Notices to DTC’s Dividend Department by telecopy
shall be sent to (212) 709-1723.  Such
notices by mail or by any other means shall be sent to:


Manager, Announcements

Dividend Department

The Depository Trust Company

7 Hanover Square, 23rd Floor

New York, New York 10004-2695


 


B-2












 


The Issuer or the Transfer Agent and Registrar shall confirm DTC’s
receipt of such telecopy by telephoning the Dividend Department at (212)
709-1270.


5.             In the event of a
redemption by the Issuer of the Capital Securities, notice specifying the terms
of the redemption and the Publication Date of such notice shall be sent by the
Issuer or the Transfer Agent and Registrar to DTC not less than 30 calendar
days prior to such event by a secure means in the manner set forth in paragraph
4.  Such redemption notice shall be sent
to DTC’s Call Notification Department at (516) 227-4164 or (516) 227-4190, and
receipt of such notice shall be confirmed by telephoning (516) 227-4070.  Notice by mail or by any other means shall be
sent to:


Call Notification Department

The Depository Trust Company

711 Stewart Avenue

Garden City, New York 11530-4719


6.             In the event of any
invitation to tender the Capital Securities, notice specifying the terms of the
tender and the Publication Date of such notice shall be sent by the Issuer or
the Transfer Agent and Registrar to DTC by a secure means and in a timely
manner as described in paragraph 4. 
Notices to DTC pursuant to this paragraph and notices of other corporate
actions (including mandatory tenders, exchanges and capital changes), shall be
sent, unless notification to another department is expressly provided for
herein, by telecopy to DTC’s Reorganization Department at (212) 709-1093 or
(212) 709-1094 and receipt of such notice shall be confirmed by telephoning
(212) 709-6884, or by mail or any other means to:


Manager, Reorganization Department

Reorganization Window

The Depository Trust Company

7 Hanover Square, 23rd Floor

New York, New York 10004-2695


7.             All notices and
payment advices sent to DTC shall contain the CUSIP number or numbers of the
Capital Securities and the accompanying designation of the Capital Securities,
which, as of the date of this letter, is “Zions Capital Trust [C][D],
           % Capital
Securities, Series         ”.


8.             Distribution
payments or other cash payments with respect to the Capital Securities shall be
governed by DTC’s current Principal and Income Payments Rider, a copy of which
is attached hereto as Annex I.  For
purposes of this letter, the term “Agent” used in Annex I shall be deemed to
refer to J. P. Morgan Trust Company, National Association or any successor
Property Trustee under the Amended and Restated Trust Agreement.


9.             DTC may direct the
Issuer and the Transfer Agent and Registrar to use any other telecopy number or
address of DTC as the number or address to which notices or payments may be
sent.


10.          In the event of a
conversion, redemption, or any other similar transaction (e.g.,
tender made and accepted in response to the Issuer’s or the Transfer Agent and
Registrar’s invitation) necessitating a reduction in the aggregate number of
Capital Securities outstanding 


 


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evidenced by the Global Certificate, DTC, in its
discretion:  (a) may request the Issuer
or the Transfer Agent and Registrar to issue and countersign a new Global
Certificate; or (b) may make an appropriate notation on the Global Certificate
indicating the date and amount of such reduction.


11.          DTC may discontinue its services as a securities depositary
with respect to the Capital Securities at any time by giving reasonable prior
written notice to the Issuer and the Transfer Agent and Registrar (at which
time DTC will confirm with the Issuer or the Transfer Agent and Registrar the
aggregate number of Capital Securities deposited with it) and discharging its
responsibilities with respect thereto under applicable law.  Under such circumstances, the Issuer may
determine to make alternative arrangements for book-entry settlement for the
Capital Securities, make available one or more separate global certificates
evidencing Capital Securities to any Participant having Capital Securities
credited to its DTC account, or issue definitive Capital Securities to the
beneficial holders thereof, and in any such case, DTC agrees to cooperate fully
with the Issuer and the Transfer Agent and Registrar and to return the Global
Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.


12.          In the event that the
Issuer determines that beneficial owners of Capital Securities shall be able to
obtain definitive Capital Securities, the Issuer or the Transfer Agent and
Registrar shall notify DTC of the availability of certificates.  In such event, the Issuer or the Transfer
Agent and Registrar shall issue, transfer and exchange certificates in
appropriate amounts, as required by DTC and others, and DTC agrees to cooperate
fully with the Issuer and the Transfer Agent and Registrar and to return the
Global Certificate, duly endorsed for transfer as directed by the Issuer or the
Transfer Agent and Registrar, together with any other documents of transfer
reasonably requested by the Issuer or the Transfer Agent and Registrar.


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


 


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Nothing herein shall be deemed to require the Transfer Agent and Registrar
to advance funds on behalf of Zions Capital Trust B.


Very truly yours,


ZIONS CAPITAL TRUST [C][D]

(As Issuer)




By:                                                                    
       Name:
       Administrative Trustee


________________________________

(As Transfer Agent and Registrar)




By:                                                                    
       Name:
       Title:


RECEIVED AND ACCEPTED:


THE DEPOSITORY TRUST COMPANY


By:                                                                            
        Authorized Officer


 


 


B-5












Exhibit
C


[FORM OF COMMON
SECURITIES CERTIFICATE]


THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY IN CONNECTION
WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED
TO THEREIN


Certificate Number                                                                                                     Number
of Common Securities


CI-


Certificate Evidencing
Common Securities


of


Zions Capital Trust [C][D]


         %
Common Securities


(liquidation amount $25 per
Common Security)


Zions Capital Trust
[C][D], a statutory trust created under the laws of the State of Delaware (the
“Issuer Trust”), hereby certifies that [NAME OF HOLDER] (the “Holder”) is the
registered owner of                                   
common securities of the Issuer Trust representing common undivided beneficial
interests in the assets of the Issuer Trust and designated the
           % Common
Securities (liquidation amount $25 per Common Security) (the “Common Securities”).
Except in accordance with Section 5.11 of the Trust Agreement (as defined
below), the Common Securities are not transferable and, to the fullest extent
permitted by law, any attempted transfer hereof other than in accordance
therewith shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Issuer Trust, dated as of
                             ,
         , as the same may be
amended from time to time (the “Trust Agreement”), among Zions Bancorporation,
as Depositor, J. P. Morgan Trust Company, National Association, as Property
Trustee, Chase Bank USA, National Association, as Delaware Trustee, the
Administrative Trustees named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Issuer Trust including the
designation of the terms of the Common Securities as set forth therein. The
Issuer Trust will furnish a copy of the Trust Agreement to the Holder without
charge upon written request to the Issuer 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.


Terms used but not
defined herein have the meanings set forth in the Trust Agreement.


 


 


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IN
WITNESS WHEREOF, one
of the Administrative Trustees of the Issuer Trust has executed this
certificate on behalf of the Issuer Trust this
          day of
                    ,
          .


Zions Capital Trust [C][D]



          By:                                                                  
                 Name:
                 Administrative Trustee


 


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Exhibit
D


[FORM OF EXPENSE AGREEMENT]


AGREEMENT
AS TO EXPENSES AND LIABILITIES


AGREEMENT
AS TO EXPENSES AND LIABILITIES, dated as of
                             ,
         , between Zions
Bancorporation, an Utah corporation (the “Depositor”), and Zions Capital Trust
[C][D], a Delaware statutory trust (the “Issuer Trust”).


WHEREAS, the Issuer Trust intends to issue its
Common Securities (the “Common Securities”) to and acquire Debentures from the
Depositor and to issue and sell
           % Capital
Securities, Series        (the “Capital
Securities”) with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Issuer
Trust, dated as of                               among
the Depositor, as depositor, J. P. Morgan Trust Company, National Association,
as Property Trustee, Chase Bank USA, National Association, as Delaware Trustee,
and the Administrative Trustees named therein, as the same may be amended from
time to time (the “Trust Agreement”);


WHEREAS, the Depositor will own all of the Common
Securities of the Issuer Trust and will issue the Debentures;


WHEREAS, terms used but not defined herein have
the meanings set forth in the Trust Agreement;


NOW,
THEREFORE, for good
and valid consideration, the receipt and sufficiency of which are hereby
acknowledged:


ARTICLE I


SECTION 1.1.      Guarantee by the Depositor. Subject
to the terms and conditions hereof, the Depositor hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Issuer Trust is
now or hereafter becomes indebted or liable (the “Beneficiaries”) the full
payment, when and as due, of any and all Obligations (as hereinafter defined)
to such Beneficiaries. As used herein, “Obligations” means any costs, expenses
or liabilities of the Issuer Trust, other than obligations of the Issuer Trust
to pay to holders of any Trust Securities the amounts due such holders pursuant
to the terms of the Trust Securities. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.


SECTION 1.2. Subordination of Guarantee.  The guarantee and other liabilities and
obligations of the Depositor under this Agreement shall constitute unsecured
obligations of the Depositor and shall rank subordinate and junior in right of
payment to all Senior Indebtedness (as defined in the Indenture) of the
Depositor to the extent and in the manner set forth in the Indenture with
respect to the Debentures, and the provisions of Article XIII of the Indenture
will apply, mutatis mutandis, to
the obligations of the Depositor hereunder. The obligations of the Depositor
hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of
the Depositor.


SECTION 1.3. Term of Agreement. This Agreement shall terminate and be of
no further force and effect upon the dissolution of the Issuer Trust, provided, however, that this Agreement 


 


D-1












 


shall continue to
be effective or shall be reinstated, as the case may be, if at any time any
holder of Capital Securities or any Beneficiary must restore payment of any
sums paid under the Capital Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof by the Depositor and J. P. Morgan
Trust Company, National Association, as guarantee trustee, or under this
Agreement for any reason whatsoever. This Agreement is continuing, irrevocable,
unconditional and absolute.


SECTION 1.4. Waiver of Notice. The Depositor hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Depositor hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.


SECTION 1.5. No Impairment. The obligations, covenants, agreements and
duties of the Depositor under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:


(a)           the extension of time for the payment
by the Issuer Trust of all or any portion of the Obligations or for the
performance of any other obligation under, arising out of, or in connection
with, the Obligations;


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


(c)           the voluntary or involuntary
liquidation, dissolution, sale of any collateral, receivership, insolvency,
bankruptcy, assignment for the benefit of creditors, reorganization,
arrangement, composition or readjustment of debt of, or other similar
proceedings affecting, the Issuer Trust or any of the assets of the Issuer
Trust (other than the liquidation of the Issuer Trust in accordance with the
terms thereof).


There shall be no
obligation of the Beneficiaries to give notice to, or obtain the consent of,
the Depositor with respect to the happening of any of the foregoing.


SECTION 1.6. Enforcement. A Beneficiary may enforce this Agreement
directly against the Depositor and the Depositor waives any right or remedy to
require that any action be brought against the Issuer Trust or any other person
or entity before proceeding against the Depositor.


SECTION 1.7. Subrogation. The Depositor shall be subrogated to all rights
(if any) of the Issuer Trust in respect of any amounts paid to the
Beneficiaries by the Depositor under this Agreement; provided, however, that the Depositor shall not (except to
the extent required by mandatory provisions of law) be entitled to enforce or
exercise any rights which it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Agreement, if, at the time of any such payment, any amounts
are due and unpaid under this Agreement.


 


D-2












 


ARTICLE II


SECTION 2.1. Assignment. This Agreement may not be assigned by either party
hereto without the consent of the other, and any purported assignment without
such consent shall be void.


SECTION 2.2. Binding Effect. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Depositor and shall inure to the benefit of the
Beneficiaries.


SECTION 2.3. Amendment. So long as there remains any Beneficiary or any
Capital Securities are outstanding, this Agreement shall not be modified or
amended in any manner adverse to such Beneficiary or to the holders of the
Capital Securities without the consent of such Beneficiary or the holders of
the Capital Securities, as the case may be.


SECTION 2.4. Notices. Any notice, request or other communication required
or permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail),
telex or by registered or certified mail, addressed as follows (and if so
given, shall be deemed given when mailed or upon receipt of an answer-back, if
sent by telex):


If given to the Depositor:


Zions
Bancorporation

One South Main Street, Suite 1134

Salt Lake City, Utah 84111

Facsimile No.: (801) 524-2129

Attention:        Chief Financial Officer


If given to the Issuer
Trust:


Zions
Capital Trust [C][D]

c/o J. P. Morgan Trust Company, National Association

560 Mission Street, 13th Floor

San Francisco, California 94105

Facsimile No.: (415) 315-7585

Attention:        Mitch Gardner


SECTION 2.4. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


D-3












 


THIS
AGREEMENT is executed
as of the day and year first above written.


Zions Bancorporation




By:                                                                    

Name:

Title:


Zions Capital Trust [C][D]




By:                                                                    

Name:

Title:   Administrative
Trustee


 


D-4












Exhibit E


[FORM OF CAPITAL
SECURITIES CERTIFICATE]


[IF THE CAPITAL SECURITIES CERTIFICATE IS TO BE
EVIDENCED BY A BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE, INSERT—This Capital Securities Certificate is a
Book-Entry Capital Securities Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of a Depositary
or a nominee of a Depositary. This Zions Capital Securities Certificate is
exchangeable for Capital Securities Certificates registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement and may not be transferred
except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary, except in the limited circumstances described in the Trust
Agreement.


Unless this Capital
Security Certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to Zions Capital Trust [C][D] or
its agent for registration of transfer, exchange or payment, and any Capital
Security Certificate issued is registered in the name of Cede & Co. or such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.]


 


E-1












 




	
  Certificate Number

  	
   

  	
  Number of
  Capital Securities

  






 


CAI-


CUSIP NO.


Certificate
Evidencing Capital Securities


of


Zions
Capital Trust [C][D]


_____%
Capital Securities, Series ___


(liquidation
amount $25 per Capital Security)


Zions Capital Trust
[C][D], a statutory trust created under the laws of the State of Delaware (the
“Issuer Trust”), hereby certifies that
                               (the
“Holder”) is the registered owner of
                           Capital
Securities of the Issuer Trust representing an undivided preferred beneficial
interest in the assets of the Issuer Trust and designated the Zions Capital
Trust [C][D]         % Capital
Securities, Series         
(liquidation amount $25 per Capital Security) (the “Capital Securities”). The
Capital Securities are transferable on the books and records of the Issuer
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 5.5 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Capital Securities are set forth in, and this certificate and the Capital
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
Issuer Trust, dated as of                              ,
         , as the same may be
amended from time to time (the “Trust Agreement”), among Zions Bancorporation,
as Depositor, J. P. Morgan Trust Company, National Association, as Property
Trustee, Chase Bank USA, National Association, as Delaware Trustee, the
Administrative Trustees named therein, and the holders, from time to time of
undivided beneficial interests in the assets of the Issuer Trust including the
designation of the terms of the Capital Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
Zions Bancorporation, an Utah corporation, and J. P. Morgan Trust Company,
National Association, as guarantee trustee, dated as of
                         ,
         , as the same may be
amended from time to time (the “Guarantee Agreement”), to the extent provided
therein. The Issuer Trust will furnish a copy of the Issuer Trust Agreement and
the Guarantee Agreement to the Holder without charge upon written request to
the Issuer 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.


 


 


E-2












 


IN
WITNESS WHEREOF, one
of the Administrative Trustees of the Issuer Trust has executed this certificate
on behalf of the Issuer Trust this
           day of
                   ,
         .


Zions Capital Trust [C][D]


 




By:                                                                    
       Name:
       Title:  Administrative
Trustee


 


E-3












 


ASSIGNMENT


FOR
VALUE RECEIVED, the
undersigned assigns and transfers this Capital 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 Capital Securities Certificate on the books of
the Issuer 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 Capital Securities 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.


 


 


E-4