EX-4.7.G



 



Exhibit
4.7(g)






AMENDED AND RESTATED




TRUST AGREEMENT




among




JPMORGAN CHASE & CO., as Depositor,




THE BANK OF NEW YORK,




as Property Trustee,




THE BANK OF NEW YORK (DELAWARE),




as Delaware Trustee,




THE ADMINISTRATIVE TRUSTEES NAMED HEREIN,




and




THE SEVERAL HOLDERS (AS DEFINED HEREIN)




Dated as of February 2, 2007




JPMORGAN CHASE CAPITAL XXI





 









 







TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE I

	 
	 	 	 	 	 	 
	DEFINED TERMS

	 
	 	 	 	 	 	 
	Section 1.1
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE II

	 
	 	 	 	 	 	 
	CONTINUATION OF THE TRUST

	 
	 	 	 	 	 	 
	Section 2.1
	 	Name	 	 	10	 
	 
	 	 	 	 	 	 
	Section 2.2
	 	Office of the Delaware Trustee; Principal Place of Business	 	 	10	 
	 
	 	 	 	 	 	 
	Section 2.3
	 	Initial Contribution of Trust Property; Organizational Expenses	 	 	10	 
	 
	 	 	 	 	 	 
	Section 2.4
	 	Issuance of the Capital Securities	 	 	11	 
	 
	 	 	 	 	 	 
	Section 2.5
	 	Issuance of the Common Securities; Subscription and Purchase of Debentures	 	 	11	 
	 
	 	 	 	 	 	 
	Section 2.6
	 	Declaration of Trust	 	 	12	 
	 
	 	 	 	 	 	 
	Section 2.7
	 	Authorization to Enter into Certain Transactions	 	 	12	 
	 
	 	 	 	 	 	 
	Section 2.8
	 	Assets of Trust	 	 	15	 
	 
	 	 	 	 	 	 
	Section 2.9
	 	Title to Trust Property	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE III

	 
	 	 	 	 	 	 
	PAYMENT ACCOUNT

	 
	 	 	 	 	 	 
	Section 3.1
	 	Payment Account	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 	 	 
	DISTRIBUTIONS; REDEMPTION

	 
	 	 	 	 	 	 
	Section 4.1
	 	Distributions	 	 	16	 
	 
	 	 	 	 	 	 
	Section 4.2
	 	Redemption	 	 	17	 
	 
	 	 	 	 	 	 
	Section 4.3
	 	Subordination of Common Securities	 	 	19	 
	 
	 	 	 	 	 	 
	Section 4.4
	 	Payment Procedures	 	 	20	 






i









 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 4.5
	 	Tax Returns and Reports	 	 	20	 
	 
	 	 	 	 	 	 
	Section 4.6
	 	Payment of Expenses of the Trust	 	 	21	 
	 
	 	 	 	 	 	 
	Section 4.7
	 	Payments under Indenture or Pursuant to Direct Actions	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE V

	 
	 	 	 	 	 	 
	TRUST SECURITIES CERTIFICATES

	 
	 	 	 	 	 	 
	Section 5.1
	 	Initial Ownership	 	 	21	 
	 
	 	 	 	 	 	 
	Section 5.2
	 	The Trust Securities Certificates	 	 	21	 
	 
	 	 	 	 	 	 
	Section 5.3
	 	Execution and Delivery of Trust Securities Certificates	 	 	22	 
	 
	 	 	 	 	 	 
	Section 5.4
	 	Registration of Transfer and Exchange of Capital Securities Certificate	 	 	22	 
	 
	 	 	 	 	 	 
	Section 5.5
	 	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	 	 	23	 
	 
	 	 	 	 	 	 
	Section 5.6
	 	Persons Deemed Securityholders	 	 	23	 
	 
	 	 	 	 	 	 
	Section 5.7
	 	Access to List of Securityholders’ Names and Addresses	 	 	24	 
	 
	 	 	 	 	 	 
	Section 5.8
	 	Maintenance of Office or Agency	 	 	24	 
	 
	 	 	 	 	 	 
	Section 5.9
	 	Appointment of Paying Agent	 	 	24	 
	 
	 	 	 	 	 	 
	Section 5.10
	 	Ownership of Common Securities by Depositor	 	 	25	 
	 
	 	 	 	 	 	 
	Section 5.11
	 	Book-Entry Capital Securities Certificates; Common Securities Certificate	 	 	25	 
	 
	 	 	 	 	 	 
	Section 5.12
	 	Notices to Clearing Agency	 	 	26	 
	 
	 	 	 	 	 	 
	Section 5.13
	 	Definitive Capital Securities Certificates	 	 	26	 
	 
	 	 	 	 	 	 
	Section 5.14
	 	Rights of Securityholders	 	 	27	 
	 
	 	 	 	 	 	 
	Section 5.15
	 	CUSIP Numbers	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 	 	 
	ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

	 
	 	 	 	 	 	 
	Section 6.1
	 	Limitations on Voting Rights	 	 	30	 
	 
	 	 	 	 	 	 
	Section 6.2
	 	Notice of Meetings	 	 	31	 
	 
	 	 	 	 	 	 
	Section 6.3
	 	Meetings of Capital Securityholders	 	 	31	 
	 
	 	 	 	 	 	 
	Section 6.4
	 	Voting Rights	 	 	31	 
	 
	 	 	 	 	 	 
	Section 6.5
	 	Proxies, etc	 	 	31	 






ii









 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	Section 6.6
	 	Securityholder Action by Written Consent	 	 	32	 
	 
	 	 	 	 	 	 
	Section 6.7
	 	Record Date for Voting and Other Purposes	 	 	32	 
	 
	 	 	 	 	 	 
	Section 6.8
	 	Acts of Securityholders	 	 	32	 
	 
	 	 	 	 	 	 
	Section 6.9
	 	Inspection of Records	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 	 	 
	REPRESENTATIONS AND WARRANTIES

	 
	 	 	 	 	 	 
	Section 7.1
	 	Representations and Warranties of the Property Trustee and the Delaware Trustee	 	 	34	 
	 
	 	 	 	 	 	 
	Section 7.2
	 	Representations and Warranties of Depositor	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE VIII

	 
	 	 	 	 	 	 
	THE TRUSTEES

	 
	 	 	 	 	 	 
	Section 8.1
	 	Certain Duties and Responsibilities	 	 	35	 
	 
	 	 	 	 	 	 
	Section 8.2
	 	Certain Notices	 	 	37	 
	 
	 	 	 	 	 	 
	Section 8.3
	 	Certain Rights of Property Trustee	 	 	37	 
	 
	 	 	 	 	 	 
	Section 8.4
	 	Not Responsible for Recitals or Issuance of Securities	 	 	39	 
	 
	 	 	 	 	 	 
	Section 8.5
	 	May Hold Securities	 	 	40	 
	 
	 	 	 	 	 	 
	Section 8.6
	 	Compensation; Indemnity; Fees	 	 	40	 
	 
	 	 	 	 	 	 
	Section 8.7
	 	Corporate Property Trustee Required; Eligibility of Trustees	 	 	41	 
	 
	 	 	 	 	 	 
	Section 8.8
	 	Conflicting Interests	 	 	42	 
	 
	 	 	 	 	 	 
	Section 8.9
	 	Co-Trustees and Separate Trustee	 	 	42	 
	 
	 	 	 	 	 	 
	Section 8.10
	 	Resignation and Removal; Appointment of Successor	 	 	43	 
	 
	 	 	 	 	 	 
	Section 8.11
	 	Acceptance of Appointment by Successor	 	 	45	 
	 
	 	 	 	 	 	 
	Section 8.12
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	46	 
	 
	 	 	 	 	 	 
	Section 8.13
	 	Preferential Collection of Claims Against Depositor or Trust	 	 	46	 
	 
	 	 	 	 	 	 
	Section 8.14
	 	Reports by Property Trustee	 	 	47	 
	 
	 	 	 	 	 	 
	Section 8.15
	 	Reports to the Property Trustee	 	 	47	 
	 
	 	 	 	 	 	 
	Section 8.16
	 	Evidence of Compliance with Conditions Precedent	 	 	47	 
	 
	 	 	 	 	 	 
	Section 8.17
	 	Number of Trustees	 	 	47	 
	 
	 	 	 	 	 	 
	Section 8.18
	 	Delegation of Power	 	 	48	 






iii









 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	 
	 	 	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 	 	 
	TERMINATION, LIQUIDATION AND MERGER

	 
	 	 	 	 	 	 
	Section 9.1
	 	Termination Upon Expiration Date	 	 	48	 
	 
	 	 	 	 	 	 
	Section 9.2
	 	Early Termination	 	 	48	 
	 
	 	 	 	 	 	 
	Section 9.3
	 	Termination	 	 	49	 
	 
	 	 	 	 	 	 
	Section 9.4
	 	Liquidation	 	 	49	 
	 
	 	 	 	 	 	 
	Section 9.5
	 	Mergers, Consolidations, Amalgamations or Replacements of the Trust	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE X

	 
	 	 	 	 	 	 
	MISCELLANEOUS PROVISIONS

	 
	 	 	 	 	 	 
	Section 10.1
	 	Limitation of Rights of Securityholders	 	 	52	 
	 
	 	 	 	 	 	 
	Section 10.2
	 	Liability of the Common Securityholder	 	 	52	 
	 
	 	 	 	 	 	 
	Section 10.3
	 	Amendment	 	 	52	 
	 
	 	 	 	 	 	 
	Section 10.4
	 	Separability	 	 	54	 
	 
	 	 	 	 	 	 
	Section 10.5
	 	Governing Law	 	 	54	 
	 
	 	 	 	 	 	 
	Section 10.6
	 	Payments Due on Non-Business Day	 	 	54	 
	 
	 	 	 	 	 	 
	Section 10.7
	 	Successors	 	 	54	 
	 
	 	 	 	 	 	 
	Section 10.8
	 	Headings	 	 	54	 
	 
	 	 	 	 	 	 
	Section 10.9
	 	Reports, Notices and Demands	 	 	54	 
	 
	 	 	 	 	 	 
	Section 10.10
	 	Agreement Not to Petition	 	 	55	 
	 
	 	 	 	 	 	 
	Section 10.11
	 	Trust Indenture Act; Conflict with Trust Indenture Act	 	 	55	 
	 
	 	 	 	 	 	 
	Section 10.12
	 	Acceptance of Terms of Trust Agreement, Guarantee and Indenture	 	 	56	 
	 
	 	 	 	 	 	 
	Section 10.13
	 	Holders are Parties	 	 	56	 
	 
	 	 	 	 	 	 
	Section 10.14
	 	Treatment of Trust as Grantor Trust and Debentures as Debt for Federal Income Tax	 	 	 	 
	 
	 	Purposes	 	 	56	 
	 
	 	 	 	 	 	 
	Section 10.15
	 	Counterparts	 	 	57	 






iv









 





     AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 2, 2007, among (i) JPMorgan Chase &
Co., a Delaware corporation (including any successors or assigns, the “Depositor”), (ii) The Bank
of New York, a New York banking corporation, as property trustee (in each such capacity, the
“Property Trustee” and, in its separate corporate capacity and not in its capacity as Property
Trustee, the “Bank”), (iii) The Bank of New York (Delaware), a banking corporation organized under
the laws of the State of Delaware, as Delaware trustee (the “Delaware Trustee”), (iv) Michael J.
Cavanagh, an individual, and Mark I. Kleinman, an individual, each of whose address is c/o JPMorgan
Chase & Co., 270 Park Avenue, New York, NY 10017 (each an “Administrative Trustee” and collectively
the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and the Administrative
Trustees referred to collectively as the “Trustees”) and (v) the several Holders, as hereinafter
defined.



W I T N E S S E T H




     WHEREAS, the Depositor and certain of the trustees have heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act by entering into that
certain Trust Agreement, dated as of April 27, 2005 (the “Original Trust Agreement”), and by the
execution and filing with the Secretary of State of the State of Delaware of the Certificate of
Trust, filed on April 27, 2005 (the “Certificate of Trust”), each attached as Exhibit A;



     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 Trust to the Depositor, (ii) the issuance and sale of the Capital Securities by
the Trust pursuant to the Underwriting Agreement and (iii) the acquisition by the Trust from the
Depositor of all of the right, title and interest in the Debentures; and



     NOW THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, each party,
for the benefit of the other parties and for the benefit of the Securityholders, hereby amends and
restates the 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 thereto, have the meanings assigned to them therein;



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



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



     “Act” has the meaning specified in Section 6.8.



     “Additional Amount” means, with respect to Trust Securities of a given Liquidation Amount
and/or a given period, the amount of Additional Interest (as defined in the Indenture) paid by the
Depositor on a Like Amount of Debentures for such period.



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



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



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



     (a) the entry of a decree or order for relief in respect to such Person by a court having
jurisdiction in the premises in an involuntary case under any applicable bankruptcy, insolvency or
reorganization law now or hereafter in effect of the United States of America or any political
subdivision thereof, and such decree or order shall have continued unstayed and in effect for a
period of 60 consecutive days; or



-2-









 





     (b) the commencement by such Person of a voluntary case under any applicable bankruptcy,
insolvency or reorganization law now or hereafter in effect of the United States of America or a
political subdivision thereof, or consent to the entry of an order for relief in an involuntary
case under any such law.



     “Bankruptcy Laws” has the meaning specified in Section 10.10.



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



     “Book-Entry Capital Securities Certificates” means a beneficial interest in the Capital
Securities Certificates, ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.11.



     “Business Day” means a day other than a Saturday or Sunday or other day on which banking
institutions in The City of New York are authorized or required by law or executive order to remain
closed, or a day on which the Corporate Trust Office of the Property Trustee or the Debenture
Trustee is closed for business or a day on which dealings in deposits in U.S. dollars are not
transacted in the London interbank market.



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



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



     “Capital Securityholder” means a Holder of Capital Securities.



     “Certificate Depository Agreement” means the agreement among the Trust, the Depositor and The
Depository Trust Company, as the initial Clearing Agency, dated as of the Closing Date, relating to
the Trust Securities Certificates, as the same may be amended and supplemented from time to time.



     “Certificate of Trust” has the meaning specified in the recitals hereof, as amended 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. The Depository Trust Company will be the
initial Clearing Agency.



-3-









 





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



     “Closing Date” means the date of execution and delivery of this Trust Agreement.



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



     “Commission” means the Securities and Exchange Commission, as from time to time constituted,
created under the Securities Exchange Act of 1934, as amended, or, if at any time after the
execution of this instrument such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at such time.



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



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



     “Common Securityholder” means a Holder of Common Securities.



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



     “Debenture Event of Default” means an “Event of Default” as defined in the Indenture (as such
definition is amended by the provisions of the Supplemental Indenture).



     “Debenture Maturity Date” means the “Final Maturity Date” as defined in the Indenture.



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



     “Debenture Repayment Date” means, with respect to any Debentures to be repaid under the
Indenture, any date fixed for repayment under the Indenture.



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



-4-









 





     “Debentures” means the initial $851,000,000 aggregate principal amount, and any additional
authorized aggregate principal amount, of the Depositor’s Floating Rate Junior Subordinated
Deferrable Interest Debentures, Series U, issued pursuant to the Indenture, a form of which is
attached as Exhibit D.



     “Definitive Capital Securities Certificates” means either or both (as the context requires) of
(a) Capital Securities Certificates issued as Book-Entry Capital Securities Certificates as
provided in Section 5.11(a) and (b) Capital Securities Certificates issued in certificated, fully
registered form as provided in Section 5.13.



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



     “Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to
this Trust Agreement solely in its capacity as Delaware Trustee of the Trust 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.



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



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



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



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



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



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



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



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



-5-









 






Securities, a written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a “Notice of Default” hereunder; or



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



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



     “Federal Reserve” means the Board of Governors of the Federal Reserve System, as from time to
time constituted, or if at any time after the execution of this Trust Agreement the Federal Reserve
is not existing and performing the duties now assigned to it, then the body performing such duties
at such time.



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



     “Indenture” means the Junior Subordinated Indenture, dated as of December 1, 1996, between the
Depositor and the Debenture Trustee, as trustee, as amended or supplemented 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 Trust Securities, Trust Securities
having a Liquidation Amount equal to the principal amount of Debentures to be contemporaneously
redeemed in accordance with the Indenture the proceeds of which will be used to pay the Redemption
Price of such Trust Securities, and (b) with respect to a distribution of Debentures to Holders of
Trust Securities in connection with a dissolution or liquidation of the Trust, Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such
Debentures are distributed.



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



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



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



     “1940 Act” means the Investment Company Act of 1940, as amended.



-6-









 





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



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



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



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



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



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Trust, the
Property Trustee or the Depositor, and who shall be reasonably acceptable to the Property Trustee.



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



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



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



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



     (c) Trust Securities which have been paid or that are represented by Trust Securities
Certificates in exchange for or in lieu of which other Trust Securities



-7-









 






Certificates have been executed and delivered pursuant to this Trust Agreement, including
pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided, however, that in determining whether the
Holders of the requisite Liquidation Amount of the Outstanding Capital Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, Capital Securities
owned by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be
disregarded and deemed not to be Outstanding, except that (a) in determining whether any Trustee
shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Capital Securities that such Trustee actually knows to be so owned shall be
so disregarded and (b) the foregoing shall not apply at any time when all of the Outstanding
Capital Securities are owned by the Depositor, one or more of the Trustees and/or any such
Affiliate. Capital Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee’s right so to act with respect to such 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 a Book-Entry Capital Securities
Certificate as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant
is not the beneficial owner, then as reflected in the records of a Person maintaining an account
with such Clearing Agency (directly or indirectly, in accordance with the rules of such Clearing
Agency).



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



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



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



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



     “Redemption Date” means, with respect to any Trust Security to be redeemed, the date fixed for
such redemption by or pursuant to this Trust Agreement; provided that each



-8-









 






Debenture Redemption Date, each Debenture Repayment Date and the Debenture Maturity Date shall
be a Redemption Date for a Like Amount of Trust Securities.



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



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



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



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



     “Supplemental Indenture” means the Supplemental Indenture, dated as of February 2, 2007,
between the Depositor and the Debenture Trustee, as trustee, to the Indenture.



     “Trust” means the Delaware statutory trust continued hereby and identified on the cover page
to this Trust Agreement.



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



     “Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of
which this instrument was executed; provided, however, that in the event the Trust Indenture Act of
1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.



     “Trust 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.



-9-









 





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



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



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



     “Underwriting Agreement” means the Pricing Agreement, dated as of January 26, 2007, among the
Trust, the Depositor and J.P. Morgan Securities Inc., as representative of the underwriters named
therein, incorporating the Standard Provisions dated August 10, 2006.



     “U.S. Person” means a United States person as defined in Section 7701(a)(30) of the Code.



ARTICLE II




CONTINUATION OF THE TRUST




     Section 2.1 Name.



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



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



     The address of the Delaware Trustee in the State of Delaware is c/o The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department, or such other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Securityholders and the Depositor. The principal executive office of the
Trust is c/o JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017.



     Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.



     The Property Trustee acknowledges receipt in trust from the Depositor in connection with the
Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The
Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of
any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such expenses.



-10-









 





     Section 2.4 Issuance of the Capital Securities.



     The Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed
and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Capital
Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in
an aggregate amount of 850,000 Capital Securities having an aggregate Liquidation Amount of
$850,000,000, against receipt of an aggregate purchase price plus accrued distributions from
February 2, 2007, if any, on such Capital Securities of $844,296,500 which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. On any one or more dates
after the execution and delivery of this Trust Agreement additional Capital Securities Certificates
representing Capital Securities with an aggregate Liquidation Amount up to $425,000,000 may be
issued in accordance with Section 5.2, registered in the name of the nominee of the initial
Clearing Agency, against receipt by the Property Trustee of the purchase price that is determined
by the Depositor. Such additional Capital Securities may be issued at a different offering price
and accrue distributions from a different date than the Capital Securities being issued hereby.



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



     Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the
Depositor Common Securities Certificates, registered in the name of the Depositor, in an aggregate
amount of 1,000 Common Securities having an aggregate Liquidation Amount of $1,000,000 against
payment by the Depositor of an aggregate purchase price of $1,000,000, plus accrued distributions
from February 2, 2007, if any, on such Common Securities, which amount such Administrative Trustee
shall promptly deliver to the Property Trustee. Contemporaneously therewith, an Administrative
Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures,
registered in the name of the Trust and having an aggregate principal amount equal to $851,000,000,
and, in satisfaction of the purchase price plus accrued interest from February 2, 2007, if any, for
such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $845,296,500 (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). In connection
with any subsequent issuance of Capital Securities as set forth in the third sentence of Section
2.4, an Administrative Trustee, on behalf of the Trust, contemporaneously with any such additional
issuance, shall subscribe to and purchase from the Depositor Debentures, registered in the name of
the Trust, having an aggregate principal amount equal to the aggregate Liquidation Amount of
Capital Securities being issued by the Trust pursuant to the third sentence of Section 2.4 against
payment of a purchase price equal to the aggregate purchase prices of the Capital Securities being
so issued.



-11-









 





     Section 2.6 Declaration of Trust.



     The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities,
(b) to use the proceeds from such sale to acquire the Debentures and (c) to engage in those
activities necessary or incidental thereto. The Depositor hereby appoints the Trustees as trustees
of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the
Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold
the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of
the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or
the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the
Delaware Statutory Trust Act.



     Section 2.7 Authorization to Enter into Certain Transactions.



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




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




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




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




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




     (D) assisting in the listing, if any, of the Capital Securities upon such
national securities exchange or exchanges or automated quotation



-12-









 






system or systems as shall be determined by the Depositor and the registration
of the Capital Securities under the Securities Exchange Act of 1934, as amended,
and the preparation and filing of all periodic and other reports and other
documents pursuant to the foregoing;




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




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




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




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




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




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




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




     (A) the establishment of the Payment Account;




     (B) the receipt of the Debentures;




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




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




-13-










 






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




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




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




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



     Except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in
Section 2.7(a)(i).



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



     (c) In connection with the issue and sale of the Capital Securities, the Depositor shall have
the right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust,
the following (and any actions taken by the Depositor in



-14-









 







furtherance of the following prior to the date of this Trust Agreement are hereby ratified and
confirmed in all respects):




     (i) the preparation and filing by the Trust with the Commission and the execution on
behalf of the Trust of one or more registration statements on the appropriate form in
relation to the Capital Securities, including any amendments thereto;




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




     (iii) the preparation for filing by the Trust and execution on behalf of the Trust of
an application to the New York Stock Exchange or any other national stock exchange or the
Nasdaq National Market or any other automated quotation system for listing upon notice of
issuance of any Capital Securities and filing with such exchange or self-regulatory
organization such notifications and documents as may be necessary from time to time to
maintain such listing;




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




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



     (d) Notwithstanding anything herein to the contrary, the Administrative Trustees are
authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the
Trust will not be deemed to be an “investment company” required to be registered under the 1940
Act, or fail to be classified as a grantor trust for United States federal income tax purposes and
so that the Debentures will be treated as indebtedness of the Depositor for United States federal
income tax purposes. In this connection, the Depositor and the Administrative Trustees are
authorized to take any action, not inconsistent with applicable law, the Certificate of Trust or
this Trust Agreement, that each of the Depositor and any Administrative Trustee determines in its
discretion to be necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the Holders of the Capital Securities.



     Section 2.8 Assets of Trust.



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



-15-









 





     Section 2.9 Title to Trust Property.



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



ARTICLE III



PAYMENT ACCOUNT




     Section 3.1 Payment Account.



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



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



ARTICLE IV



DISTRIBUTIONS; REDEMPTION




     Section 4.1 Distributions.



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




     (i) Distributions on the Trust Securities shall be cumulative, and will accumulate
whether or not there are funds of the Trust available for the payment of Distributions.
Distributions shall accrue from February 2, 2007, and, except in the event (and to the
extent) that the Depositor exercises its right to defer the payment of interest on the
Debentures pursuant to the Indenture, shall be payable quarterly in arrears on February 2,
May 2, August 2 and November 2 of each year, commencing on May 2, 2007. If any date on
which a Distribution is otherwise payable on the Trust Securities would otherwise fall on a
day that is not a



-16-









 







Business Day, that payment of such Distribution will be postponed to the next day that
is a Business Day. However, if the postponement would cause the day to fall in the next
calendar month, the payment of such Distribution will instead be brought forward to the
immediately preceding Business Day.




     (ii) Assuming payments of interest on the Debentures are made when due (and before
giving effect to Additional Amounts, if applicable), Distributions on the Trust Securities
shall be payable at the rate per annum provided for in the Debentures. The amount of
Distributions payable for any period shall include the Additional Amounts, if any.




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



     (b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable
to the Holders thereof as they appear on the Securities Register for the Trust Securities on the
relevant record date, which shall be one Business Day prior to such Distribution Date; provided,
however, that in the event that the Capital Securities do not remain in book-entry-only form, the
relevant record date shall be the first day of the month in which the relevant Distribution Date
occurs without giving effect to the third sentence of Section 4.1(a)(i) (whether or not such record
date is a Business Day).



     Section 4.2 Redemption.



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



     (b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case
of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the
Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder’s address
appearing in the Security Register. All notices of redemption shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price;




     (iii) the CUSIP number;




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



-17-









 






     (v) that on the Redemption Date the Redemption Price will become due and payable upon
each such Trust Security to be redeemed and that Distributions thereon will cease to accrue
on and after said date; and




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



     (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption of the Debentures or payment on a
Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall
be made and the Redemption Price shall be payable on each Redemption Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the payment of such
Redemption Price.



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



-18-









 







Date originally established by the Trust for such Trust Securities to the date such Redemption
Price is actually paid, in which case the actual payment date will be the date fixed for redemption
for purposes of calculating the Redemption Price.



     (e) Payment of the Redemption Price on the Trust Securities shall be made to the recordholders
thereof as they appear on the Securities Register for the Trust Securities on the relevant record
date, which shall be one Business Day prior to the relevant Redemption Date; provided, however,
that in the event that the Capital Securities do not remain in book-entry-only form, the relevant
record date shall be the date 15 days prior to the relevant Redemption Date.



     (f) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be
redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common
Securities and the Capital Securities. The particular Capital Securities to be redeemed shall be
selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Capital Securities not previously
called for redemption, by such method (including, without limitation, by lot) as the Property
Trustee shall deem fair and appropriate and which may provide for the selection for redemption of
portions (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of the Liquidation
Amount of Capital Securities of a denomination larger than $1,000. The Property Trustee shall
promptly notify the Security 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
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 Additional Amounts, if applicable) on, and the
Redemption Price of, the Trust Securities, as applicable, shall be made, subject to Section 4.2(f),
pro rata among the Common Securities and the Capital Securities based on the Liquidation Amount of
the Trust Securities; provided, however, that if on any Distribution Date or Redemption Date any
Event of Default resulting from a Debenture Event of Default shall have occurred and be continuing,
no payment of any Distribution (including Additional Amounts, if applicable) on, or Redemption
Price of, any Common Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all
Outstanding 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,



-19-









 







shall have been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or the Redemption Price of, Capital Securities then due and
payable.



     (b) In the case of the occurrence of any Event of Default resulting from any Debenture Event
of Default, the Holder of Common Securities will be deemed to have waived any right to act with
respect to any such Event of Default under this Trust Agreement until the effect of all such Events
of Default with respect to the Capital Securities have been cured, waived or otherwise eliminated.
Until any such Event of Default under this Trust Agreement with respect to the Capital Securities
has been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf
of the Holders of the Capital Securities and not the Holder 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 Additional Amounts, if applicable) 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, which shall credit the relevant Persons’ accounts at such Clearing Agency on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as
shall be mutually agreed in writing between the Property Trustee and the Common Securityholder.



     Section 4.5 Tax Returns and Reports.



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



-20-









 





     Section 4.6 Payment of Expenses of the Trust.



     Pursuant to Section 10.6 of the Indenture, the Depositor, as borrower, has agreed to pay to
the Trust, and reimburse the Trust for, the full amount of any costs, expenses or liabilities of
the Trust (other than obligations of the Trust to pay the Holders of any Capital Securities or
other similar interests in the Trust the amounts due such Holders pursuant to the terms of the
Capital Securities or such other similar interests, as the case may be), including, without
limitation, any taxes, duties or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Trust by the United States or any other taxing authority. Such
payment obligation includes any such costs, expenses or liabilities of the Trust that are required
by applicable law to be satisfied in connection with a termination of the Trust.



     Section 4.7 Payments under Indenture or Pursuant to Direct Actions.



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



ARTICLE V



TRUST SECURITIES CERTIFICATES




     Section 5.1 Initial Ownership.



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



     Section 5.2 The Trust Securities Certificates.



     The Capital Securities Certificates shall be issued in minimum denominations of $1,000
Liquidation Amount and integral multiples of $1,000 in excess thereof, and the Common Securities
Certificates shall be issued in denominations of $1,000 Liquidation Amount and integral multiples
thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of at least one Administrative Trustee and, if executed on behalf of the Trust
by facsimile, countersigned by a transfer agent or its agent. The Capital Securities Certificates
shall be authenticated by the Property Trustee by manual or facsimile signature of an authorized
signatory thereof and, if executed by such authorized signatory of the Property Trustee by
facsimile, countersigned by a transfer agent or its agent. Trust Securities Certificates bearing
the manual signatures of individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust or, if executed on behalf



-21-









 







of the Trust by facsimile, countersigned by a transfer agent or its agent, shall be validly
issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and
shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee’s name pursuant to
Sections 5.4, 5.11 and 5.13.



     Section 5.3 Execution and Delivery of Trust Securities Certificates.



     On the Closing Date, the Administrative Trustees shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of
the Trust and delivered to or upon the written order of the Depositor, signed by its chairman of
the board, its president, any executive vice president, any managing director or any vice
president, treasurer or assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.



     Section 5.4 Registration of Transfer and Exchange of Capital Securities Certificate.



     The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to
Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates
and transfers and exchanges of Capital Securities Certificates (the “Securities Register”) in which
the transfer agent and registrar designated by the Depositor (the “Securities Registrar”), subject
to such reasonable regulations as it may prescribe, shall provide for the registration of Capital
Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of
the Common Securities Certificates) and registration of transfers and exchanges of Capital
Securities Certificates as herein provided. The Bank shall be the initial Securities Registrar.



     Upon surrender for registration of transfer of any Capital Securities Certificate at the
office or agency maintained pursuant to Section 5.8, the Administrative Trustees or any one of them
shall execute on behalf of the Trust (and if executed on behalf of the Trust by a facsimile
signature, such certificate shall be countersigned by a transfer agent or its agent) and deliver,
in the name of the designated transferee or transferees, one or more new 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 to register the transfer of any Capital Securities that have been called for redemption
during a period beginning at the opening of business 15 days before the day of selection for such
redemption.



     At the option of a Holder, Capital Securities Certificates may be exchanged for other Capital
Securities Certificates in authorized denominations of the same class and of



-22-









 







a like aggregate Liquidation Amount upon surrender of the Capital Securities Certificates to
be exchanged at the office or agency maintained pursuant to Section 5.8.



     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 his attorney
duly authorized in writing. Each Capital Securities Certificate surrendered for registration of
transfer or exchange shall be cancelled and subsequently disposed of by an Administrative Trustee
or the Securities Registrar in accordance with such Person’s customary practice.



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



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



     If (a) any mutilated Trust Securities Certificate shall be surrendered to the Securities
Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Trust Securities Certificate and (b) there shall be delivered to
the Securities Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice that such Trust
Securities Certificate shall have been acquired by a bona fide or protected purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall execute by manual or
facsimile signature and, if executed on behalf of the Trust by facsimile signature, such
certificate shall be countersigned by a transfer agent, and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this Section, the
Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection therewith. Any
duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive
evidence of an undivided beneficial interest in the Trust Property, as if originally issued,
whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.



     Section 5.6 Persons Deemed Securityholders.



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



-23-









 





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



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



     Section 5.8 Maintenance of Office or Agency.



     The Administrative Trustees shall maintain an office or offices or agency or agencies where
Capital Securities Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate The Bank of New York, 101 Barclay
Street, Floor 8 West, New York, New York 10286, Attn: Corporate Trust Department, as its principal
corporate trust office for such purposes. The Administrative Trustees shall give prompt written
notice to the Depositor, the Property Trustee and to the Securityholders of any change in the
location of the Securities Register or any such office or agency.



     Section 5.9 Appointment of Paying Agent.



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



-24-









 







shall apply to the Bank also in its role as Paying Agent, for so long as the Bank shall act as
Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder, and any
Paying Agent shall be bound by the requirements with respect to paying agents of securities issued
pursuant to the Trust Indenture Act. Any reference in this Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.



     Section 5.10 Ownership of Common Securities by Depositor.



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



     Section 5.11 Book-Entry Capital Securities Certificates; Common Securities Certificate.



     (a) The Capital Securities Certificates, upon original issuance, will be issued in the form of
a typewritten Capital Securities Certificate or Certificates representing Book-Entry Capital
Securities Certificates, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Trust. Such Capital Securities Certificate or Certificates shall
initially be registered on the Securities Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Owner will receive a Definitive Capital Securities Certificate
representing such Owner’s interest in such Capital Securities, except as provided in Section 5.13.
Unless and until Definitive Capital Securities Certificates have been issued to Owners pursuant to
Section 5.13:




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




     (ii) the Securities Registrar and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Trust Agreement relating to the Book-Entry Capital
Securities Certificates (including the payment of the Liquidation Amount of and
Distributions on the Capital Securities evidenced by Book-Entry Capital Securities
Certificates and the giving of instructions or directions to Owners of Capital Securities
evidenced by Book-Entry Capital Securities Certificates) as the sole Holder of Capital
Securities evidenced by Book-Entry Capital Securities Certificates and shall have no
obligations to the Owners thereof;



-25-









 






     (iii) to the extent that the provisions of this Section 5.11 conflict with any other
provisions of this Trust Agreement, the provisions of this Section 5.11 shall control; and




     (iv) the rights of the Owners of the Book-Entry Capital Securities Certificates shall
be exercised only through the Clearing Agency and shall be limited to those established by
law and agreements between such Owners and the Clearing Agency and/or the Clearing Agency
Participants. Pursuant to the Certificate Depository Agreement, unless and until Definitive
Capital Securities Certificates are issued pursuant to Section 5.13, the initial Clearing
Agency will make book-entry transfers among the Clearing Agency Participants and receive
and transmit payments on the Capital Securities to such Clearing Agency Participants.



     (b) A single Common Securities Certificate representing the Common Securities shall be issued
to the Depositor in the form of a definitive Common Securities Certificate.



     Section 5.12 Notices to Clearing Agency.



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



     Section 5.13 Definitive Capital Securities Certificates.



     If (a) the Depositor advises the Trustees in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the Capital Securities
Certificates, and the Depositor is unable to locate a qualified successor, (b) the Depositor at its
option on behalf of the Trust advises the Trustees in writing that it elects to terminate the
book-entry system through the Clearing Agency or (c) after the occurrence of a Debenture Event of
Default, Owners of Capital Securities Certificates representing beneficial interests aggregating at
least a majority of the Liquidation Amount advise the Administrative Trustees in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in the best interest
of the Owners of Capital Securities Certificates, then the Administrative Trustees shall notify
other Trustees and the Clearing Agency, and the Clearing Agency, in accordance with its customary
rules and procedures, shall notify all Clearing Agency Participants for whom it holds Capital
Securities of the occurrence of any such event and of the availability of the Definitive Capital
Securities Certificates to Owners of such class or classes, as applicable, requesting the same.
Upon surrender to the Administrative Trustees of the typewritten Capital Securities Certificate or
Certificates representing the Book-Entry Capital Securities Certificates by the Clearing Agency,
accompanied by registration




-26-










 




instructions, the Administrative Trustees, or any one of them, shall execute the Definitive
Capital Securities Certificates in accordance with th(
e instructions of the Clearing Agency or, if
executed on behalf of the Trust by facsimile, countersigned by a transfer agent or its agent.
Neither the Securities Registrar nor the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Capital Securities Certificates, the Trustees shall recognize the
Holders of the Definitive Capital Securities Certificates as Securityholders. The Definitive
Capital Securities Certificates shall be typewritten, printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative Trustees that meets
the requirements of any stock exchange or automated quotation system on which the Capital
Securities are then listed or approved for trading, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.




     Section 5.14 Rights of Securityholders.



     (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in
its capacity as such) in accordance with Section 2.9, and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership interest in the assets of the
Trust conferred by their Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below. The Trust
Securities shall be personal property giving only the rights specifically set forth therein and in
this Trust Agreement. The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Securityholders against payment of the purchase price therefor will be
fully paid and nonassessable by the Trust. The Holders of the Capital 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 described in Section 2.1(j)(1) of the Supplemental Indenture, 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 such right by
a notice in writing to the Depositor and the Debenture Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Debentures shall become immediately due
and payable as set forth in the Indenture, provided that the payment of principal and interest on
such Debentures shall remain subordinated to the extent provided in the Indenture.



     At any time after such a declaration of acceleration with respect to the Debentures has been
made and before a judgment or decree for payment of the money due has been obtained by the
Debenture Trustee as described in the Indenture, the Holders of a



-27-









 






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




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




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




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



     The Holders of a majority in aggregate Liquidation Amount of the 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 all Events of Default with respect
to the Debentures, other than the non-payment of the principal of the Debentures which has become
due solely by such acceleration, have been cured or annulled as provided in Section 5.3 of the
Indenture and the Depositor has paid or deposited with the Debenture Trustee a sum sufficient to
pay all overdue installments of interest (including any Additional Interest (as defined in the
Indenture)) on the Debentures, the principal of any Debentures which have become due otherwise than
by such declaration of acceleration and interest thereon at the rate borne by the Debentures, and
all sums paid or advanced by the Debenture Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Debenture Trustee and the Property
Trustee, their agents and counsel) or a default in respect of a covenant or provision which under
the Indenture cannot be modified or amended without the consent of the holder of each outstanding
Debenture. No such rescission shall affect any subsequent default or impair any right consequent
thereon.



     Upon receipt by the Property Trustee of written notice declaring such an acceleration, or
rescission and annulment thereof, by Holders of the Capital Securities all or part of which are
represented by Book-Entry Capital Securities Certificates, a record date shall be established for
determining Holders of Outstanding Capital Securities



-28-









 






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



     (c) For so long as any 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 Sections 2.1(j)(1) or 2.1(j)(2) of the Supplemental 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
the principal amount of or interest on Debentures having a principal amount equal to the
Liquidation Amount of the Capital Securities of such Holder (a “Direct Action”). Except as set
forth in Section 5.14(b) and this Section 5.14(c), the Holders of Capital Securities shall have no
right to exercise directly any right or remedy available to the holders of, or in respect of, the
Debentures.



     Section 5.15 CUSIP Numbers.



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



-29-









 





ARTICLE VI




ACTS OF SECURITYHOLDERS; MEETINGS; VOTING




     Section 6.1 Limitations on Voting Rights.



     (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.3 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 Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the Securityholders from
time to time as partners or members of an association.



     (b) So long as any Debentures are held by the Property Trustee, the Trustees shall not (i)
direct the time, method and place of conducting any proceeding for any remedy available to the
Debenture Trustee, or executing any trust or power conferred on the Debenture Trustee with respect
to such Debentures, (ii) waive any past default which is waivable under Section 5.13 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the
Debentures shall be due and payable or (iv) consent to any amendment, modification or termination
of the Indenture or the Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding 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 Trustees shall not revoke any action previously authorized or approved by a vote of the Holders
of Capital Securities, except by a subsequent vote of the Holders of Capital Securities. The
Property Trustee shall notify all Holders of the Capital Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the
foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing
actions, the Administrative Trustees shall, at the expense of the Depositor, obtain an Opinion of
Counsel experienced in such matters to the effect that such action shall not cause the Trust to
fail to be classified as a grantor trust for United States federal income tax purposes.



     (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise
propose to effect, (i) any action that would adversely affect in any material respect the powers,
preferences or special rights of the Capital Securities, whether by way of amendment to the Trust
Agreement or otherwise, or (ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding 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



-30-









 






Liquidation Amount of the Outstanding 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 Trust to fail to be classified as a grantor trust for United States
federal income tax purposes.



     Section 6.2 Notice of Meetings.



     Notice of all meetings of the Capital Securityholders, stating the time, place and purpose of
the meeting, shall be given by the Property Trustee pursuant to Section 10.9 to each Capital
Securityholder of record, at his 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 Capital Securityholders.



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



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



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



     Section 6.4 Voting Rights.



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



     Section 6.5 Proxies, etc.



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



-31-









 






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



     Section 6.6 Securityholder Action by Written Consent.



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



     Section 6.7 Record Date for Voting and Other Purposes.



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



     Section 6.8 Acts of Securityholders.



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



-32-









 






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



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



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



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



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



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



     Section 6.9 Inspection of Records



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



-33-









 





ARTICLE VII




REPRESENTATIONS AND WARRANTIES




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



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



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



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



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



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



     (e) this Trust Agreement has been duly authorized, executed and delivered by the Property
Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of
the Property Trustee and the Delaware Trustee enforceable against each of them in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights and to general
equity principles;



     (f) the execution, delivery and performance of this Trust Agreement has been duly authorized
by all necessary corporate or other action on the part of the Property Trustee and the Delaware
Trustee and does not require any approval of stockholders of the Property Trustee and the Delaware
Trustee and such execution, delivery and performance will not (i) violate the charter or by-laws of
the Property Trustee or the Delaware Trustee, (ii) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or imposition of, any
Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture,
mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee
or the Delaware Trustee is a party or by which it is bound, or (iii) violate any law, governmental
rule or regulation of the State of New York or the State of



-34-









 






Delaware, as the case may be, governing the banking, trust or general powers of the Property
Trustee or the Delaware Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee;



     (g) neither the authorization, execution or delivery by the Property Trustee or the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property
Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires
the consent or approval of, the giving of notice to, the registration with or the taking of any
other action with respect to any governmental authority or agency under any existing New York or
Delaware law governing the banking, trust or general powers of the Property Trustee or the Delaware
Trustee, as the case may be; and



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



     Section 7.2 Representations and Warranties of Depositor.



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



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



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



ARTICLE VIII




THE TRUSTEES




     Section 8.1 Certain Duties and Responsibilities.



     (a) The duties and responsibilities of the Trustees shall be as provided by this Trust
Agreement and, in the case of the Property Trustee, by the Trust Indenture Act.



-35-









 





Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees
to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall
have reasonable grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to them. Whether or not therein expressly so
provided, every provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust Agreement shall be construed to release an Administrative Trustee
from liability for its own gross negligent action, its own gross negligent failure to act, or its
own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee has
duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, such Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee’s good faith reliance on the provisions of this Trust Agreement.
The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities
of the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor
and the Securityholders to replace such other duties and liabilities of the Administrative
Trustees.



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



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




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




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



-36-









 






any remedy available to the Property Trustee, or exercising any trust or power
conferred upon the Property Trustee under this Trust Agreement;




     (iii) the Property Trustee’s sole duty with respect to the custody, safekeeping 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 in writing with the Depositor; and money held by the
Property Trustee need not be segregated from other funds held by it except in relation to
the Payment Account maintained by the Property Trustee pursuant to Section 3.1 and except
to the extent otherwise required by law; and




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



     Section 8.2 Certain Notices.



     Within ten 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 10.9, notice of such Event of Default to the Securityholders, the Administrative Trustees
and the Depositor, unless such Event of Default shall have been cured or waived.



     Within five Business Days after the receipt of notice of the Depositor’s exercise of its right
to defer the payment of interest on the Debentures pursuant to the Indenture, the Administrative
Trustee shall transmit, in the manner and to the extent provided in Section 10.9, notice of such
exercise to the Securityholders and the Property Trustee, unless such exercise shall have been
revoked.



     Section 8.3 Certain Rights of Property Trustee.



     Subject to the provisions of Section 8.1:



     (a) the Property Trustee may rely and shall be protected in acting or refraining from acting
in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a
Holder or transferee, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence
of indebtedness or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;



-37-









 





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



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



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



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



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



     (g) the Property Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Trust Agreement at the request or direction of any of the Securityholders
pursuant to this Trust Agreement, unless such Securityholders shall



-38-









 






have offered to the Property Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such request or
direction;



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



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



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



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



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



     Section 8.4 Not Responsible for Recitals or Issuance of Securities.



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



-39-









 





     Section 8.5 May Hold Securities.



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



     Section 8.6 Compensation; Indemnity; Fees.



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



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



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



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



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



-40-









 





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



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



     Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees.



     (a) There shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture
Act to act as such, has a combined capital and surplus of at least $50,000,000, and is a U.S.
Person. At all times, the Property Trustee shall be (i) a bank, as defined in Section 581 of the
Code or (ii) a U.S. government-owned agency or U.S. government-sponsored enterprise. If any such
Person publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Property Trustee with respect
to the Trust Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article.



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



     (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



-41-









 






applicable Delaware law that shall act through one or more persons authorized to bind such
entity, and, in either case, shall be a U.S. Person.



     Section 8.8 Conflicting Interests.



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



     Section 8.9 Co-Trustees and Separate Trustee.



     Unless an Event of Default shall have occurred and be continuing, at any time or times, for
the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in
which any part of the Trust Property may at the time be located, the Depositor and the
Administrative Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the Depositor shall for such
purpose join with the Administrative Trustees in the execution, delivery, and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part
of such Trust Property, or to the extent required by law to act as separate trustee of any such
property, in either case with such powers as may be provided in the instrument of appointment, and
to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 15 days after the receipt by it of a request so to do, or
in case a Debenture Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make such appointment. Any co-trustee or separate trustee appointed pursuant
to this Section shall either be (i) a natural person who is at least 21 years of age and a resident
of the United States or (ii) a legal entity with its principal place of business in the United
States that shall act through one or more persons authorized to bind such entity, and, in either
case, shall be a U.S. Person.



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



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



     (a) The Trust Securities shall be executed and delivered and all rights, powers, duties, and
obligations hereunder in respect of the custody of securities, cash and other personal property
held by, or required to be deposited or pledged with, the Trustees



-42-









 






specified hereunder shall be exercised solely by such Trustees and not by such co-trustee or
separate trustee.



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



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



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



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



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



     Section 8.10 Resignation and Removal; Appointment of Successor.



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



     Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by
giving written notice thereof to the Securityholders. 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



-43-









 






resignation, the Relevant Trustee may petition, at the expense of the Trust, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee.



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



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



     The Property Trustee shall give notice of each resignation and each removal of the Property
Trustee or the Delaware Trustee and each appointment of a successor Property Trustee or Delaware
Trustee to all Securityholders in the manner provided in Section 10.9 and shall give notice to the
Depositor. Each notice shall include the name of



-44-









 






the successor Property Trustee or Delaware Trustee, as the case may be, 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).



     A successor Trustee must be a U.S. Person to be appointed as such.



     Section 8.11 Acceptance of Appointment by Successor.



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



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



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



-45-









 





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



     Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person succeeding to all or
substantially all the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided such Person shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further act on the part of
any of the parties hereto.



     Section 8.13 Preferential Collection of Claims Against Depositor or Trust.



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



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



     (b) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the Property Trustee any
amount due it for the reasonable compensation, expenses, disbursements and advances of the Property
Trustee, its agents and counsel, and any other amounts due the Property Trustee.



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



-46-









 





     Section 8.14 Reports by Property Trustee.



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



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



     Section 8.15 Reports to the Property Trustee.



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



     Section 8.16 Evidence of Compliance with Conditions Precedent.



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



     Section 8.17 Number of Trustees.



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



-47-









 





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



     (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or annul the Trust.
Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is
filled by the appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all the powers granted to the Administrative
Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust
Agreement.



     Section 8.18 Delegation of Power.



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



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



ARTICLE IX




TERMINATION, LIQUIDATION AND MERGER




     Section 9.1 Termination Upon Expiration Date.



     Unless earlier dissolved, the Trust shall automatically dissolve on January 15, 2087 (the
“Expiration Date”). Upon such a dissolution, after satisfaction of the liabilities of the Trust, as
provided by applicable law, the Trust Property shall be distributed 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”, the
occurrence of which shall cause a dissolution of the Trust:



-48-









 





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



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



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



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



     Section 9.3 Termination.



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



     Section 9.4 Liquidation.



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




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




     (ii) state the Liquidation Date;



     (iii) state that from and after the Liquidation Date, the Trust Securities will no
longer be deemed to be Outstanding and any Trust Securities Certificates



-49-









 






not surrendered for exchange will be deemed to represent a Like Amount of Debentures;
and




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



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



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



     (d) In the event that, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction or otherwise,
distribution of the Debentures in the manner provided herein is determined by the Property Trustee
not to be practical, the Trust Property shall be liquidated, and the Trust shall be wound-up, by
the Property Trustee. In such event, Securityholders will be entitled to receive out of the assets
of the Trust available for distribution to Securityholders, after satisfaction of liabilities to
creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per
Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such
amount being the “Liquidation Distribution”). If the Liquidation Distribution can be paid only in
part because the Trust has insufficient assets available to pay in full the aggregate Liquidation



-50-









 






Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust
on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The
Holder of the Common Securities will be entitled to receive Liquidation Distributions upon any such
winding-up or termination pro rata (determined as aforesaid) with Holders of Capital Securities,
except that, if a Debenture Event of Default has occurred and is continuing, the Capital Securities
shall have a priority over the Common Securities.



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



     The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any corporation or
other Person, except pursuant to this Article IX. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the Capital Securities,
the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to a trust organized as such under the laws of any State; provided that (i) such
successor entity either (a) expressly assumes all of the obligations of the 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 rank the same as the Capital Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor expressly
appoints a trustee of such successor entity possessing the same powers and duties as the Property
Trustee as the holder of the Debentures, (iii) the Successor Securities are listed or traded, or
any Successor Securities will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Capital Securities are then listed or traded, if any,
(iv) 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, (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 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
Trust nor such successor entity will be required to register as an investment company under the
1940 Act and (viii) the Depositor owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the



-51-









 






Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing,
the Trust shall not, except with the consent of Holders of 100% in Liquidation Amount of the 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 Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified
as other than a grantor trust for United States federal income tax purposes.



ARTICLE X




MISCELLANEOUS PROVISIONS




     Section 10.1 Limitation of Rights of Securityholders.



     The death, incapacity, liquidation, dissolution, termination or bankruptcy of any Person
having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate
this Trust Agreement, nor dissolve, terminate or annul the Trust, nor entitle the legal
representatives or heirs of such Person or any Securityholder for such Person, to claim an
accounting, take any action or bring any proceeding in any court for a partition or winding up of
the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.



     Section 10.2 Liability of the Common Securityholder.



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



     Section 10.3 Amendment.



     (a) This Trust Agreement may be amended from time to time by the Property Trustee, the
Administrative Trustees and the Depositor, without the consent of any Securityholders, (i) to cure
any ambiguity, correct or supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, which shall not be inconsistent with the other provisions of this Trust
Agreement, (ii) to effect any amendment required in order to make this Trust Agreement consistent
with the description of the Trust Agreement contained in the Prospectus, dated September 1, 2005,
as supplemented by the Prospectus Supplement, dated January 26, 2007, relating to the Capital
Securities or (iii) to modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust will be classified for United States federal
income tax purposes as a grantor trust at all times that any Trust Securities are Outstanding or to
ensure that the Trust will not be required to register as an investment company under the 1940 Act;
provided, however, that in the case of clause (i),



-52-









 






clause (ii) or clause (iii), such action shall not adversely affect in any material respect
the interests of any Securityholder, and any such amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.



     (b) Except as provided in Section 10.3(c) hereof, any provision of this Trust Agreement may be
amended by the Trustees and the Depositor (i) with the consent of Trust Securityholders
representing not less than a majority (based upon Liquidation Amounts) of the Trust Securities then
Outstanding and (ii) upon receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust’s status as a grantor trust for United States federal income tax purposes
or the Trust’s exemption from status of an investment company under the 1940 Act.



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



     (d) Notwithstanding any other provisions of this Trust Agreement, no Trustee shall enter into
or consent to any amendment to this Trust Agreement which would cause the Trust to fail or cease to
qualify for the exemption from status of an investment company under the 1940 Act or fail or cease
to be classified as a grantor trust for United States federal income tax purposes.



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



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



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



-53-









 





     Section 10.4 Separability.



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



     Section 10.5 Governing Law.



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



     Section 10.6 Payments Due on Non-Business Day.



     If the date fixed for any payment on any Trust Security shall be a day that is not a Business
Day, then such payment need not be made on such date but may be made on the next succeeding day
that is a Business Day (except as otherwise provided in Sections 4.1(a) and 4.2(d)), with the same
force and effect as though made on the date fixed for such payment, and no interest shall accrue
thereon for the period after such date.



     Section 10.7 Successors.



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



     Section 10.8 Headings.



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



     Section 10.9 Reports, Notices and Demands.



     Any report, notice, demand or other communication which by any provision of this Trust
Agreement is required or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the
case of a Capital Securityholder, to such Capital Securityholder as such Securityholder’s name and
address may appear on the



-54-









 






Securities Register; and (b) in the case of the Common Securityholder or the Depositor, to
JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017, Attention: Treasurer, facsimile
no.: (212) 270-1604. Such notice, demand or other communication to or upon a Securityholder shall
be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.



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



     Section 10.10 Agreement Not to Petition.



     Each of the Trustees and the Depositor agree for the benefit of the Securityholders that,
until at least one year and one day after the Trust has been terminated in accordance with Article
X, they shall not file, or join in the filing of, a petition against the Trust under any
bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the
United States Bankruptcy Code) (collectively, “Bankruptcy Laws”) or otherwise join in the
commencement of any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.10, the Property Trustee agrees, for the
benefit of Securityholders, that at the expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the Depositor has agreed in
writing not to take such action and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Property Trustee or the Trust may assert. The provisions of
this Section 10.10 shall survive the termination of this Trust Agreement.



     Section 10.11 Trust Indenture Act; Conflict with Trust Indenture Act.



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



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



-55-









 





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



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



     Section 10.12 Acceptance of Terms of Trust Agreement, Guarantee and Indenture.



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



     Section 10.13 Holders are Parties.



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



     Section 10.14 Treatment of Trust as Grantor Trust and Debentures as Debt for Federal Income
Tax Purposes.



     (a) Holders of Trust Securities by virtue of accepting delivery thereof, agree that the
arrangement created by this Trust Agreement shall be treated as a grantor trust under Subpart E of
the Code for United States federal income tax purposes and that the Depositor and the Trustees
shall be authorized to take any action consistent with such treatment. Neither the Trustees nor the
Depositor shall make any check-the-box election for the Trust to be treated as an association under
Treas. Reg. § 301.7701-3 or take any



-56-









 






other action inconsistent with the treatment of the Trust as a grantor trust for all tax
purposes.



     (b) Holders of Capital Securities, by virtue of accepting delivery thereof, agree to treat the
Debentures as debt for United States federal income tax purposes.



     Section 10.15 Counterparts.



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



-57-









 





	 	 	 	 	 
	 	JPMORGAN CHASE & CO.

 	 
	 	By:  	/s/
Authorized Signatory	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK,

as Property Trustee

 	 
	 	By:  	/s/
Authorized Signatory	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee

 	 
	 	By:  	/s/
Authorized Signatory	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	                              , as Administrative Trustee

 	 
	 	     /s/
Authorized Signatory	 
	 	 	 
	 	 	 
	 
	 	                              , as Administrative Trustee

 	 
	 	     /s/
Authorized Signatory	 
	 	 	 
	 	 	 
	 



 









 





JPMORGAN CHASE CAPITAL XXI




Certain Sections of this Trust Agreement relating to

Sections 310 through 318 of the

Trust Indenture Act of 1939:




	 	 	 
	Trust Indenture	 	Trust Agreement
	Act Section	 	Section
	(§) 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)	 	5.7

	(b)
	 	5.7

	(c)
	 	5.7

	(§) 313 (a)	 	8.14(a)

	(a)(4)
	 	8.14(b)

	(b)
	 	8.14(b)

	(c)
	 	10.9

	(d)
	 	8.14(c)

	(§) 314 (a)	 	8.15

	(b)
	 	Not Applicable
	(c)(1)
	 	8.16

	(c)(2)
	 	8.16

	(c)(3)
	 	Not Applicable
	(d)
	 	Not Applicable
	(e)
	 	1.1,8.16

	(§) 315 (a)	 	8.1(a), 8.3(a)

	(b)
	 	8.2,10.9

	(c)
	 	8.1(a)

	(d)
	 	8.1,8.3

	(e)
	 	Not Applicable
	(§) 316 (a)	 	Not Applicable
	(a)(1)(A)
	 	Not Applicable
	(a)(1)(B)
	 	Not Applicable
	(a)(2)
	 	Not Applicable
	(b)
	 	5.14

	(c)
	 	6.7

	(§) 317 (a)(1)	 	Not Applicable
	(a)(2)
	 	Not Applicable
	(b)
	 	5.9

	(§) 318 (a)	 	10.11

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







-1-