EX-4.2: TRUST AGREEMENT



 





EXHIBIT 4.2




AMENDED AND RESTATED

TRUST AGREEMENT




among




THE GOLDMAN SACHS GROUP, INC.,

as Depositor,




THE BANK OF NEW YORK,

as Property Trustee,




THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee,




and




THE ADMINISTRATIVE TRUSTEES

NAMED HEREIN




Dated as of February 20, 2004




GOLDMAN SACHS CAPITAL I




 









 








Goldman Sachs Capital I



Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 318(a) which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by
the Trust Indenture Reform Act of 1990, are a part of and govern the Indenture
whether or not physically contained therein) and the Amended and Restated Trust
Agreement, dated as of February 20, 2004.




	 	 	 	 	 	 
	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)(E)
	 
	(b)	 	 	 	8.8, 10.10
	 
	(c)	 	 	 	Not Applicable
	311
	(a)	 	 	 	8.13
	 
	(b)	 	 	 	8.13
	 
	(c)	 	 	 	Not Applicable
	312
	(a)	 	 	 	5.8, 10.10
	 
	(b)	 	 	 	5.8, 10.10
	 
	(c)	 	 	 	5.8, 10.10
	313
	(a)	 	 	 	8.14(a)
	 
	(a)(4)	 	 	 	8.14(b)
	 
	(b)	 	 	 	8.14(b)
	 
	(c)	 	 	 	10.8
	 
	(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, 10.8
	 
	(c)	 	 	 	8.1(a), 8.1(d)(iii)
	 
	(d)	 	 	 	8.1, 8.3
	 
	(e)	 	 	 	Not Applicable
	316
	(a)(1)(A)	 	 	 	Not Applicable
	 
	(a)(1)(B)	 	 	 	5.13(b)
	 
	(a)(2)	 	 	 	Not Applicable
	 
	(b)	 	 	 	5.13(c)
	 
	(c)	 	 	 	6.7







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	Trust Indenture	 	 	 	Trust Agreement
	Act Section
	 	 	 	Section

	317
	(a)(1)	 	 	 	Not Applicable
	 
	(a)(2)	 	 	 	Not Applicable
	 
	(b)	 	 	 	5.10
	318
	(a)	 	 	 	10.10













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




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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	 
	 	ARTICLE I	 	 	 	 
	 
	 	Defined Terms	 	 	 	 
	Section 1.1.
	 	Definitions	 	 	1	 
	 
	 	ARTICLE II	 	 	 	 
	 
	 	Continuation of the Issuer Trust	 	 	 	 
	Section 2.1.
	 	Name	 	 	12	 
	Section 2.2.
	 	Office of the Delaware Trustee; Principal Place of Business	 	 	12	 
	Section 2.3.
	 	Initial Contribution of Trust Property; Organizational Expenses	 	 	12	 
	Section 2.4.
	 	Issuance of the Capital Securities	 	 	12	 
	Section 2.5.
	 	Issuance of the Common Securities; Subscription and Purchase of Junior Subordinated Debentures	 	 	13	 
	Section 2.6.
	 	Continuation of Trust	 	 	13	 
	Section 2.7.
	 	Authorization to Enter into Certain Transactions	 	 	13	 
	Section 2.8.
	 	Assets of Trust	 	 	17	 
	Section 2.9.
	 	Title to Trust Property	 	 	17	 
	 
	 	ARTICLE III	 	 	 	 
	 
	 	Payment Account	 	 	 	 
	Section 3.1.
	 	Payment Account	 	 	18	 
	 
	 	ARTICLE IV	 	 	 	 
	 
	 	Distributions; Redemption	 	 	 	 
	Section 4.1.
	 	Distributions	 	 	18	 
	Section 4.2.
	 	Redemption	 	 	20	 
	Section 4.3.
	 	Subordination of Common Securities	 	 	22	 
	Section 4.4.
	 	Payment Procedures	 	 	23	 
	Section 4.5.
	 	Tax Returns and Reports	 	 	23	 
	Section 4.6.
	 	Payment of Taxes, Duties, Etc. of the Issuer Trust	 	 	23	 
	Section 4.7.
	 	Payments under Indenture or Pursuant to Direct Actions	 	 	23	 
	Section 4.8.
	 	Liability of the Holder of Common Securities	 	 	24	 
	Section 4.9.
	 	Exchanges	 	 	24	 







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	 	 	 	 	Page

	 
	 	ARTICLE V	 	 	 	 
	 
	 	Trust Securities Certificates	 	 	 	 
	Section 5.1.
	 	Initial Ownership	 	 	25	 
	Section 5.2.
	 	The Trust Securities Certificates	 	 	25	 
	Section 5.3.
	 	Execution and Delivery of Trust Securities Certificates	 	 	25	 
	Section 5.4.
	 	Book-Entry Capital Securities	 	 	26	 
	Section 5.5.
	 	Registration of Transfer and Exchange of Capital Securities Certificates	 	 	28	 
	Section 5.6.
	 	Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates	 	 	31	 
	Section 5.7.
	 	Persons Deemed Holders	 	 	31	 
	Section 5.8.
	 	Access to List of Holder’s Names and Addresses	 	 	31	 
	Section 5.9.
	 	Maintenance of Office or Agency	 	 	31	 
	Section 5.10.
	 	Appointment of Paying Agent	 	 	32	 
	Section 5.11.
	 	Ownership of Common Securities by Depositor	 	 	32	 
	Section 5.12.
	 	Notices to Clearing Agency	 	 	33	 
	Section 5.13.
	 	Rights of Holders	 	 	33	 
	 
	 	ARTICLE VI	 	 	 	 
	 
	 	Acts of Holders; Meetings; Voting	 	 	 	 
	Section 6.1.
	 	Limitations on Voting Rights	 	 	35	 
	Section 6.2.
	 	Notice of Meetings	 	 	37	 
	Section 6.3.
	 	Meetings of Holders of Capital Securities	 	 	37	 
	Section 6.4.
	 	Voting Rights	 	 	38	 
	Section 6.5.
	 	Proxies, Etc.	 	 	38	 
	Section 6.6.
	 	Holder Action by Written Consent	 	 	38	 
	Section 6.7.
	 	Record Date for Voting and Other Purposes	 	 	39	 
	Section 6.8.
	 	Acts of Holders	 	 	39	 
	Section 6.9.
	 	Inspection of Records	 	 	40	 
	 
	 	ARTICLE VII	 	 	 	 
	 
	 	Representations and Warranties	 	 	 	 
	Section 7.1.
	 	Representations and Warranties of the Property Trustee and the Delaware Trustee	 	 	40	 
	Section 7.2.
	 	Representations and Warranties of Depositor	 	 	42	 
	 
	 	ARTICLE VIII	 	 	 	 
	 
	 	The Issuer Trustees	 	 	 	 
	Section 8.1.
	 	Certain Duties and Responsibilities	 	 	42	 
	Section 8.2.
	 	Certain Notices	 	 	44	 







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	 	 	 	 	Page

	Section 8.3.
	 	Certain Rights of Property Trustee	 	 	44	 
	Section 8.4.
	 	Not Responsible for Recitals or Issuance of Securities	 	 	46	 
	Section 8.5.
	 	May Hold Securities	 	 	47	 
	Section 8.6.
	 	Compensation; Indemnity; Fees	 	 	47	 
	Section 8.7.
	 	Corporate Property Trustee Required; Eligibility of Issuer Trustees	 	 	48	 
	Section 8.8.
	 	Conflicting Interests	 	 	49	 
	Section 8.9.
	 	Co-Trustees and Separate Trustee	 	 	49	 
	Section 8.10.
	 	Resignation and Removal; Appointment of Successor	 	 	50	 
	Section 8.11.
	 	Acceptance of Appointment by Successor	 	 	52	 
	Section 8.12.
	 	Merger, Conversion, Consolidation or Succession to Business	 	 	52	 
	Section 8.13.
	 	Preferential Collection of Claims Against Depositor or the Issuer Trust	 	 	53	 
	Section 8.14.
	 	Reports by Property Trustee	 	 	54	 
	Section 8.15.
	 	Reports to the Property Trustee	 	 	54	 
	Section 8.16.
	 	Evidence of Compliance with Conditions Precedent	 	 	54	 
	Section 8.17.
	 	Number of Issuer Trustees	 	 	55	 
	Section 8.18.
	 	Delegation of Power	 	 	55	 
	Section 8.19.
	 	Appointment of Administrative Trustees	 	 	55	 
	 
	 	ARTICLE IX	 	 	 	 
	 
	 	Termination, Liquidation and Merger	 	 	 	 
	Section 9.1.
	 	Dissolution Upon Expiration Date	 	 	56	 
	Section 9.2.
	 	Early Termination	 	 	56	 
	Section 9.3.
	 	Termination	 	 	56	 
	Section 9.4.
	 	Liquidation	 	 	57	 
	Section 9.5.
	 	Mergers, Consolidations, Amalgamations or Replacements of the Issuer Trust	 	 	58	 
	 
	 	ARTICLE X	 	 	 	 
	 
	 	Miscellaneous Provisions	 	 	 	 
	Section 10.1.
	 	Limitation of Rights of Holders	 	 	59	 
	Section 10.2.
	 	Amendment	 	 	60	 
	Section 10.3.
	 	Separability	 	 	61	 
	Section 10.4.
	 	Governing Law	 	 	61	 
	Section 10.5.
	 	Payments Due on Non-Business Day	 	 	62	 
	Section 10.6.
	 	Successors	 	 	62	 
	Section 10.7.
	 	Headings	 	 	62	 
	Section 10.8.
	 	Reports, Notices and Demands	 	 	62	 
	Section 10.9.
	 	Agreement Not to Petition	 	 	63	 
	Section 10.10.
	 	Trust Indenture Act; Conflict with Trust Indenture Act	 	 	63	 
	Section 10.11.
	 	Acceptance of Terms of Trust Agreement, Guarantee and Indenture	 	 	64	 
	Section 10.12.
	 	Counterparts	 	 	64	 







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	 	 	 	 	Page

	Exhibit A
	 	Certificate of Trust	 	 	 	 
	Exhibit B
	 	Form of Common Securities Certificate	 	 	 	 
	Exhibit C
	 	Form of Capital Securities Certificate	 	 	 	 
	Exhibit D
	 	Expense Agreement	 	 	 	 








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     AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 20, 2004, among
(i) The Goldman Sachs Group, Inc., 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 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
Delaware banking corporation, as Delaware trustee (the “Delaware Trustee”),
(iv) Amol Naik, an individual, David Weil, an individual, and Veronica Foo, an
individual, each of whose address is c/o The Goldman Sachs Group, Inc., 85
Broad Street, New York, New York 10004 (each an “Administrative Trustee” and
collectively the “Administrative Trustees”), and (v) the several Holders, as
hereinafter defined.



Witnesseth




     Whereas, the Depositor and the Delaware Trustee have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act by entering into that certain Trust Agreement, dated as of January
20, 2004, (the “Original Trust Agreement”), and by the execution and filing by
the Delaware Trustee with the Secretary of State of the State of Delaware of
the Certificate of Trust (the “Certificate of Trust”), filed on January 21,
2004, attached as Exhibit A; and



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



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



ARTICLE I




Defined Terms




     Section 1.1. Definitions.



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




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



 









 






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




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




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




     (e) unless the context otherwise requires, any reference to a
statute, rule or regulation refers to the same (including any successor
statute, rule or regulation thereto) as it may be amended from time to
time.



     “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 Junior
Subordinated Debentures for such period.



     “Additional Sums” has the meaning specified in the Supplemental Indenture.



     “Administrative Trustees” means each Person appointed in accordance with
Section 8.19 solely in such Person’s capacity as Administrative Trustee of the
Issuer Trust and not in such Person’s individual capacity, or any successor
Administrative Trustee appointed as herein provided. The initial Administrative
Trustees are Amol Naik, David Weil, and Veronica Foo.



     “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; provided, however, that the Issuer Trust
shall not be deemed an Affiliate of the Depositor. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.



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



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     “Bank” has the meaning specified in the preamble to this Trust Agreement
and should include any successor in interest thereto and any other Person
appointed successor Property Trustee as herein provided, but in each case only
in its separate corporate capacity and not in its capacity as Property Trustee.



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




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




     (b) the institution by such Person of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of
bankruptcy or insolvency proceedings against it, or the filing by it of a
petition or answer or consent seeking reorganization or relief under any
applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law, or the consent by it to the filing of any such
petition or to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or similar official) of such Person or of any
substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its
inability to pay its debts generally as they become due and its
willingness to be adjudicated a bankrupt, or the taking of corporate
action by such Person in furtherance of any such action.



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



     “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 Issuer Trustees.



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



     “Business Day” means a day other than (a) a Saturday or Sunday or (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to close.



-3-









 





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



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



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



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



     “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” has the meaning given to the term “Time of Delivery” in the
Underwriting Agreement, which date is also the date of execution and delivery
of this Trust Agreement.



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



     “Commission” means the Securities and Exchange Commission, as from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this Trust Agreement 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 Common
Securities, substantially in the form attached as Exhibit B.



     “Common Security” means an undivided beneficial interest in the assets of
the Issuer Trust, having a Liquidation Amount of $85,052,000 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.



     “Corporate Trust Office” means (i) when used with respect to the Property
Trustee, the principal corporate trust office of the Property Trustee located
in New York, New York which on the date of this Trust Agreement is 101 Barclay
Street, Floor 21W, New York, New York 10286 - Attention: Corporate Trust
Administration, and (ii) when used with respect to the Debenture Trustee, its
Corporate Trust Office as defined in the Indenture.



-4-









 





     “Debenture Event of Default” means an “Event of Default” with respect to
the Junior Subordinated Debentures as defined in the Indenture.



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



     “Debenture Trustee” means The Bank of New York, a New York banking
corporation and any successor thereto.



     “Defaulted Interest” has the meaning set forth in the Indenture as it
applies to the Junior Subordinated Debentures.



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



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



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



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



     “Depositor Affiliated Owner/Holder” has the meaning specified in Section
4.9.



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



     “Distribution Rate” means, with respect to any Distribution period, a rate
per annum equal to the Interest Rate with respect to the Interest Period that
begins on the same date as such Distribution period begins and ends on the same
date as such Distribution period ends.



     “Distributions” means amounts payable in respect of the Trust Securities
as provided in Section 4.1 (including any Additional Amounts and Other
Amounts).



     “DTC” means The Depository Trust Company.



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



     “Event of Default” means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected



-5-









 





by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):




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




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




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




     (d) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Issuer Trustees in this Trust
Agreement (other than a covenant or warranty a default in the performance
or breach of which is described in clause (b) or (c) above) and
continuation of such default or breach for a period of 60 days after
there has been given, by registered or certified mail, to the Issuer
Trustees and the Depositor by the Holders of at least 25% in aggregate
Liquidation Amount of the Outstanding Capital Securities a written notice
specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or




     (e) the occurrence of a Bankruptcy Event with respect to the
Property Trustee and a successor Property Trustee not being appointed
within 90 days thereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time.



     “Expense Agreement” means the Agreement as to Expenses and Liabilities
between The Goldman Sachs Group, Inc., as Holder of the Common Securities, and
the Issuer Trust, to be dated the date hereof, substantially in the form
attached as Exhibit D, as amended from time to time.



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



     “Global Capital Securities Certificate” means a Capital Securities
Certificate that is registered in the Security Register in the name of a
Clearing Agency or a nominee thereof.



     “Guarantee” means the Guarantee Agreement executed and delivered by the
Depositor and The Bank of New York, as trustee, for the benefit of the holders
of the Capital Securities, as amended from time to time.



     “Holder” means a Person in whose name a Trust Security or Trust Securities
is or are registered in the Securities Register; any such Person shall be a
beneficial owner



-6-









 





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 Holders as used herein
shall refer to the Owners, notwithstanding the provisions of Section 5.7 of
this Trust Agreement.



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



     “Indenture” means the Subordinated Debt Indenture, dated as of February
20, 2004, between the Depositor and the Debenture Trustee, as trustee (the
“Original Indenture”), as amended and supplemented by the Supplemental
Indenture, dated as of February 20, 2004, between the Depositor and the
Debenture Trustee, as trustee (as it may be amended or supplemented from time
to time, the “Supplemental Indenture”), and as may be further amended or
supplemented from time to time.



     “Interest Period” means any period from and including an Interest Payment
Date (or the date of original issuance of the relevant Junior Subordinated
Debentures) to but excluding the next succeeding Interest Payment Date and, for
this purpose, “Interest Payment Date” has the meaning set forth in the
Indenture as applied to the Junior Subordinated Debentures.



     “Interest Rate” means the rate at which interest accrues on the principal
of Outstanding Junior Subordinated Debentures pursuant thereto.



     “Issuer Trust” means the statutory trust created under the laws of the
State of Delaware and identified on the cover page to this Trust Agreement and
any successor thereto pursuant to Section 9.5.



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



     “Junior Subordinated Debentures” means the Depositor’s 6.345% Junior
Subordinated Debentures Due February 15, 2034, issued pursuant to the
Indenture, and as they may be amended from time to time.



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



     “Like Amount” means (a) with respect to a redemption of Trust Securities,
Trust Securities having a Liquidation Amount equal to the principal amount of
Junior Subordinated Debentures to be contemporaneously redeemed in accordance
with the Indenture, the proceeds of which will be used to pay the Redemption
Price of such Trust Securities, (b) with respect to a distribution of Junior
Subordinated Debentures to Holders



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in connection with a dissolution or liquidation of the Issuer Trust,
Junior Subordinated Debentures having a principal amount equal to the aggregate
Liquidation Amount of the Trust Securities of the Holder to whom such Junior
Subordinated Debentures are distributed, and (c) with respect to a distribution
of Junior Subordinated Debentures to the Depositor or any of its Affiliates
pursuant to Section 4.9, Junior Subordinated Debentures having a principal
amount equal to the aggregate Liquidation Amount of the Capital Securities of
the Depositor or its Affiliate(s) to whom such Junior Subordinated Debentures
are distributed.



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



     “Liquidation Date” means the date on which the Junior Subordinated
Debentures are distributed to the Holders 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 from time
to time.



     “Officers’ Certificate” means a certificate signed by the Chairman and
Chief Executive Officer, President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Controller, the Secretary or an Assistant
Secretary, of the Depositor, and delivered to the appropriate Issuer 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 Issuer Trust, the Property Trustee or the Depositor and who
shall be reasonably acceptable to the Property Trustee.



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



     “Other Amounts” and “Other Interest” have the meanings set forth in
Section 4.1(a)(iv).



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




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




     (b) Trust Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Property Trustee
or any Paying Agent (other than the Depositor) in trust or set aside and
segregated in trust by the Issuer Trust (if the Issuer Trust shall act as
its own 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;




     (c) Trust Securities which have been paid or in exchange for or in
lieu of which other Trust Securities have been executed and delivered
pursuant to Sections 5.4, 5.5, and 5.6;



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



     “Owner” means each Person who is the beneficial owner of Book-Entry
Capital Securities as reflected in the records of the Clearing Agency or, if a
Clearing Agency Participant is so reflected but is not the beneficial owner,
then as reflected in the records



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of a Person maintaining an account with such Clearing Agency (directly or
indirectly, in accordance with the rules of such Clearing Agency).



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



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



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



     “Premium” has the meaning specified in the Supplemental Indenture.



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



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



     “Redemption Price” means, with respect to any Trust Security, (x) the
Liquidation Amount of such Trust Security, plus (y) accumulated and unpaid
Distributions (including any Additional Amounts and Other Amounts) to the
Redemption Date, plus (z) the Premium, if any, in each case (x), (y) and (z) to
the extent paid by the Depositor upon the concurrent redemption of a Like
Amount of Junior Subordinated Debentures, allocated on a pro rata basis (based
on Liquidation Amounts) among the Trust Securities.



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



     “Responsible Officer” means (1) when used with respect to the Property
Trustee, any vice president, any assistant treasurer, any assistant secretary,
any trust officer, any assistant trust officer or any other officer of the
Property Trustee, in each case located in the Corporate Trust Office and also,
with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity
with the particular subject and (2) when used with respect to the Delaware
Trustee, any officer of the Delaware Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also,
with respect to a



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particular matter, any other officer to whom such matter is referred
because of such officer’s knowledge of and familiarity with the particular
subject.



     “Securities Act” means the Securities Act of 1933, as amended from time to
time.



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



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



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



     “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 Trust Agreement is 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 Junior Subordinated Debentures registered
in the name of the Property Trustee, as Holder, in the Security Register
maintained with respect to the Junior Subordinated Debentures pursuant to the
Indenture (and solely for this purpose “Holder” and “Security Register” have
the meanings set forth in the Indenture), (b) the rights of the Issuer Trust
under the Expense Agreement, (c) any cash on deposit in, or owing to, the
Payment Account and (d) all proceeds and rights in respect of the foregoing and
any other property and assets for the time being held or deemed to be held by
the Property Trustee pursuant to the trusts of this Trust Agreement.



     “Trust 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.



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     “Underwriting Agreement” means the Underwriting Agreement, dated as of
February 12, 2004, among the Issuer Trust, the Depositor and the Underwriters
named therein, as the same may be amended from time to time.


ARTICLE II




Continuation of the Issuer Trust




     Section 2.1. Name.



     The Issuer Trust continued hereby shall be known as “Goldman Sachs Capital
I,” 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
Issuer Trustees, in which name the Issuer Trustees may conduct the business of
the Issuer Trust, make and execute contracts and other instruments on behalf of
the Issuer Trust and sue and be sued.



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



     The address of the Delaware Trustee in the State of Delaware is White Clay
Center, Route 273, Newark, Delaware 19711, or such other address in the State
of Delaware as the Delaware Trustee may designate by written notice to the
Holders and the Depositor. The principal executive office of the Issuer Trust
is in care of The Goldman Sachs Group, Inc., 85 Broad Street, New York, New
York 10004, Attn: Corporate Treasury – Debt Administration.



     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 $10.00, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Issuer Trust as they arise or shall, upon request of any Issuer
Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by
such Issuer Trustee. The Depositor shall make no claim upon the Trust Property
for the payment of such expenses.



     Section 2.4. Issuance of the Capital Securities.



     On February 12, 2004, the Depositor, both on its own behalf and on behalf
of the Issuer 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
Issuer Trust, shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and
deliver to the Underwriters, Capital Securities Certificates, registered in the
names requested by the Underwriters or a representative thereof, evidencing
2,750,000 Capital Securities having an aggregate Liquidation Amount of
$2,750,000,000, against receipt of the aggregate purchase price for such
Capital Securities of $2,750,000,000 by the Property Trustee.



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



     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Issuer Trust, shall execute in
accordance with Sections 5.2 and 5.3 and shall deliver to the Depositor a
Common Securities Certificate, registered in the name of the Depositor,
evidencing 85,052 Common Securities having an aggregate Liquidation Amount of
$85,052,000 against payment by the Depositor of such amount to the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Issuer Trust, shall subscribe for and purchase from the Depositor the
Junior Subordinated Debentures, registered in the name of the Property Trustee
on behalf of the Issuer Trust and having an aggregate principal amount equal to
$2,835,052,000, and, in satisfaction of the purchase price for such Junior
Subordinated Debentures, the Property Trustee, on behalf of the Issuer Trust,
shall deliver to the Depositor the sum of $2,835,052,000 (being the sum of the
amounts delivered to the Property Trustee pursuant to (i) Section 2.4 and (ii)
this Section 2.5).



     Section 2.6. Continuation of Trust.



     The exclusive purposes and functions of the Issuer Trust are (a) to issue
and sell Trust Securities and to use the proceeds from such sale to acquire the
Junior Subordinated Debentures, and (b) to engage in only those activities
necessary or incidental thereto. The Depositor hereby appoints the Issuer
Trustees as trustees of the Issuer Trust, to have all the rights, powers and
duties to the extent set forth herein, and the Issuer Trustees hereby accept
such appointment. The Property Trustee hereby declares that it will hold the
Trust Property in trust upon and subject to the conditions set forth herein for
the benefit of the Issuer Trust and the Holders. The Administrative Trustees
shall have only those ministerial duties set forth herein with respect to
accomplishing the purposes of the Issuer Trust and, to the fullest extent
permitted by law, shall not be fiduciaries with respect to the Issuer Trust or
the Holders. 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 Issuer Trustees of the Issuer Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Statutory Trust Act and for taking such actions as are required to
be taken by a Delaware Trustee under the Delaware Statutory Trust Act.



     Section 2.7. Authorization to Enter into Certain Transactions.



     (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section 2.7, and in accordance with the
following provisions (i) and (ii), the Issuer Trustees shall have the authority
to enter into all transactions and agreements determined by the Issuer Trustees
to be appropriate in exercising the authority, express or implied, otherwise
granted to the Issuer Trustees, as the case may



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be, under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:




     (i) Each Administrative Trustee shall have the power and authority
to act on behalf of the Issuer Trust with respect to the following
matters:




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




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




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




     (D) assisting in the listing of the Capital Securities upon
such securities exchange or exchanges as shall be determined by
the Depositor, with the registration of the Capital Securities
under the Exchange Act, and 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
Junior Subordinated Debentures to the Holders in accordance with
this Trust Agreement;




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




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




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




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



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     (J) unless otherwise required by applicable law, to execute
on behalf of the Issuer 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




     (K) the taking of any action incidental to the foregoing as
the Administrative 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 Holders (without consideration of
the effect of any such action on any particular Holder).




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




     (A) the establishment of the Payment Account;




     (B) the receipt of the Junior Subordinated Debentures;




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




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




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




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




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




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




     (I) after an Event of Default (other than under paragraph
(b), (c), (d) or (e) of the definition of such term if such Event
of Default is by or with respect to the Property Trustee) the
taking of any action incidental to the foregoing as the Property
Trustee may from time to time determine is necessary or advisable
to give effect to the terms of this Trust Agreement and protect
and conserve the Trust Property for the benefit of



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the Holders (without consideration of the effect of any such
action on any particular Holder).



     (b) So long as this Trust Agreement remains in effect, the Issuer Trust
(or the Issuer Trustees or Administrative Trustees acting on behalf of the
Issuer Trust) shall not undertake any business, activities or transaction
except as expressly provided herein or contemplated hereby. In particular, the
Issuer Trustees shall not (i) acquire any investments or engage in any
activities not authorized by this Trust Agreement, (ii) sell, assign, transfer,
exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust
Property or interests therein, including to Holders, except as expressly
provided herein, (iii) take any action that would reasonably be expected to
cause the Issuer Trust to be classified as an association taxable as a
corporation or as other than a grantor trust for United States Federal income
tax purposes, (iv) incur any indebtedness for borrowed money or issue any other
debt or (v) take or consent to any action that would result in the placement of
a Lien on any of the Trust Property. The Property Trustee shall, at the sole
cost and expense of the Issuer Trust, defend all claims and demands of all
Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Issuer Trust or the Holders in their capacity as Holders.



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




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




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




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



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




     (v) the preparation and execution of a Letter of Representations to
The Depository Trust Company on behalf of the Issuer Trust;




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




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



     (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Issuer Trust
and to operate the Issuer Trust so that the Issuer Trust will not be deemed to
be an “investment company” required to be registered under the 1940 Act, or to
be classified as an association taxable as a corporation or as other than a
grantor trust for United States federal income tax purposes and so that the
Junior Subordinated Debentures will be treated as indebtedness of the Depositor
for United States Federal income tax purposes. In this connection, the
Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that
each 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.
In no event shall the Administrative Trustees be liable to the Issuer Trust or
the Holders for any failure to comply with this section that results from a
change in law or regulation or interpretation thereof.



     Section 2.8. Assets of Trust.



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



     Section 2.9. Title to Trust Property.



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



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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 Holders and for distribution as herein provided, including (and subject
to) any priority of payments provided for herein.



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



ARTICLE IV




Distributions; Redemption




     Section 4.1. Distributions.



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




     (i) Distributions on the Trust Securities shall be cumulative, and
will accumulate whether or not there are funds of the Issuer Trust
available for the payment of Distributions. Distributions shall accrue
from February 20, 2004, and, except in the event (and to the extent) that
the Depositor exercises its right to defer the payment of interest on the
Junior Subordinated Debentures pursuant to the Subordinated Indenture,
shall be payable semi-annually in arrears on February 15 and August 15 of
each year, commencing on August 15, 2004. If any date on which a
Distribution is otherwise payable on the Trust Securities is not a
Business Day, then the payment of such Distribution shall be made on the
next succeeding day that is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, payment of such
Distribution shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on



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the date such payment was originally payable (each date on which
Distributions are payable in accordance with this Section 4.1(a), a
“Distribution Date”). Each Distribution Date shall be the same as the
corresponding Interest Payment Date for the Junior Subordinated
Debentures, and the number of days during each accumulation period for
Distributions shall be the same as the number of days during the
corresponding interest accrual period for the Subordinated Debentures.




     (ii) Distributions shall accumulate in respect of the Trust
Securities at a rate of 6.345 % per annum of the Liquidation Amount of
the Trust Securities. The amount of Distributions payable for any period
less than a full Distribution period shall be computed on the basis of a
360-day year of twelve 30-day months and the actual number of days
elapsed in a partial month in a period. The amount of Distributions
payable for any period shall include any Additional Amounts in respect of
such period (and the record date for such amounts shall be the same as
for the corresponding Distribution). Additional Amounts do not include
and are not part of Other Amounts and shall be payable on the Trust
Securities only to the extent that payment thereof would be legally
enforceable and would not duplicate payment of any other amount that may
accumulate on the Trust Securities and only to the extent that the Issuer
Trust has funds on hand and available in the Payment Account.




     (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 Issuer Trust has funds then
on hand and available in the Payment Account for the payment of such
Distributions.




     (iv) Each Holder of Trust Securities shall also be entitled to
receive payment of any Other Interest (as defined in the Indenture) that
is due and payable pursuant to the Indenture with respect to a principal
amount of Junior Subordinated Debentures equal to the Liquidation Amount
of such Trust Securities, on the day such Other Interest is paid with
respect to the Junior Subordinated Debentures or, if such day is not a
Distribution Date or Redemption Date, no later than the next succeeding
Distribution Date or Redemption Date (and without any interest or with
payment in respect of such delay) (“Other Amounts”). Other Amounts do not
include and are not part of Additional Amounts and shall be payable on
the Trust Securities only to the extent legally permitted, only to the
extent that payment thereof would be legally enforceable and would not
duplicate payment of any other amount that may accumulate on the Trust
Securities and only to the extent the Issuer Trust has funds on hand and
available in the Payment Account. Payment of Other Amounts shall be made
as provided in Section 4.4 or in any other reasonable manner determined
by the Property Trustee. No interest or other amount shall accrue or be
payable on any Distribution, except for Additional Amounts and Other
Amounts as provided herein.



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     (b) Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities at the close of business (or 5:00 P.M., New
York City time, on any day that is not a Business Day) on the relevant record
date, which shall be the Business Day next preceding the relevant Distribution
Date at any time when the Capital Securities are represented by a Global
Capital Securities Certificate(s) (and at any other time, the February 1 or
August 1 next preceding the relevant Distribution Date).



     Section 4.2. Redemption.



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



     (b) Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder’s address appearing in the Security Register, and,
with respect to Book-Entry Capital Securities, in accordance with procedures
established by the Clearing Agency from time to time. All notices of redemption
shall state:




     (i) the Redemption Date;




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




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




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




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




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




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     The Issuer Trust in issuing the Trust Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Property Trustee shall indicate the
“CUSIP” numbers of the Trust Securities in notices of redemption and related
materials as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Trust Securities or as contained in any notice of redemption and
related materials.



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



     (d) If the Property Trustee gives a notice of redemption in respect of any
Capital Securities, then, by 12:00 noon, New York City time, on the Redemption
Date, subject to Section 4.2(c), the Property Trustee will, with respect to
Book-Entry Capital Securities, irrevocably deposit with the Clearing Agency for
such Book-Entry Capital Securities, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give such Clearing
Agency irrevocable instructions and authority to pay the Redemption Price to
the Owners thereof. With respect to Capital Securities that are not Book-Entry
Capital Securities, the Property Trustee, subject to Section 4.2(c), will
irrevocably deposit with the Paying Agent, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders 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 (including any
such Distributions that are part of the Redemption Price) 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 in the manner provided herein for payment of such
Distributions. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Holders of Trust Securities so called for redemption will cease, except the
right of such Holders to receive the Redemption Price, including any unpaid
Distributions, payable on or prior to the Redemption Date, but without
interest, 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 Issuer Trust or by the Depositor pursuant to the
Guarantee, Distributions on such Trust Securities will continue



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to accumulate as set forth in Section 4.1, from the Redemption Date
originally established by the Issuer Trust for such Trust Securities to the
date such Redemption Price is actually paid, in which case the actual payment
date will be the date fixed for redemption for purposes of calculating the
Redemption Price.



     (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated
approximately 3% to the Common Securities and 97% to 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, provided that, so long as the Capital
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures for the Clearing Agency for the
Capital Securities. The Property Trustee shall promptly notify the Securities
Registrar in writing of the Capital Securities selected for redemption and, in
the case of any Capital Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Capital Securities shall relate, in the case of any Capital
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Capital Securities that has been or is to be redeemed.



     Section 4.3. Subordination of Common Securities.



     (a) Payment of Distributions (including any Additional Amounts and Other
Amounts) on, and the Redemption Price of, the Trust Securities, as applicable,
shall be made, subject to Section 4.2(e), pro rata (based on Liquidation
Amounts) among the Common Securities and the Capital 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 any Additional Amounts
and Other Amounts) 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 any Additional Amounts and
Other Amounts) on all Outstanding Capital Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Capital Securities, shall have been made or provided for, and all funds
immediately available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions (including any Additional Amounts
and Other Amounts) 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



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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 on behalf of 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 and Other Amounts,
if applicable) in respect of the Capital Securities shall be made by check
mailed to the address of the Holder 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 Holders’ accounts
at such Clearing Agency on the applicable Distribution Dates. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Common
Securities.



     Section 4.5. Tax Returns and Reports.



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



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



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



     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



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respect to the Holder’s Capital Securities) has directly received pursuant
to Section 2.6 of the Supplemental Indenture or Section 5.13 of this Trust
Agreement.



     Section 4.8. Liability of the Holder of Common Securities.



     Any Holder of the Common Securities shall be liable for the debts and
obligations of the Issuer Trust in the manner and to the extent set forth in
the Expense Agreement and agrees that it shall be subject to all liabilities to
which the Holder of the Common Securities may be subject, and shall make all
payments that the Holder of the Common Securities is required to make, under
the terms of the Expense Agreement.



     Section 4.9. Exchanges.



     (a) If at any time the Depositor or any of its Affiliates (in either case,
a “Depositor Affiliated Owner/Holder”) is the Owner or Holder of any Capital
Securities, such Depositor Affiliated Owner/Holder shall have the right to
deliver to the Property Trustee all or such portion of its Capital Securities
as it elects and receive, in exchange therefor, a Like Amount of Junior
Subordinated Debentures. Such election (i) shall be exercisable effective on
any Distribution Date by such Depositor Affiliated Owner/Holder delivering to
the Property Trustee a written notice of such election specifying the
Liquidation Amount of the Capital Securities with respect to which such
election is being made and the Distribution Date on which such exchange shall
occur, which Distribution Date shall be not less than ten Business Days after
the date of receipt by the Property Trustee of such election notice and (ii)
shall be conditioned upon such Depositor Affiliated Owner/Holder having
delivered or caused to be delivered to the Property Trustee or its designee the
Capital Securities which are the subject of such election by 10:00 A.M. New
York time, on the Distribution Date on which such exchange is to occur. After
the exchange, such Capital Securities will be cancelled and will no longer be
deemed to be Outstanding and all rights of the Depositor or its Affiliate(s)
with respect to such Capital Securities will cease.



     (b) In the case of an exchange described in Section 4.9(a), the Issuer
Trust will, on the date of such exchange, exchange Junior Subordinated
Debentures having a principal amount equal to a proportional amount of the
aggregate Liquidation Amount of the Outstanding Common Securities, based on the
ratio of the aggregate Liquidation Amount of the Capital Securities exchanged
pursuant to Section 4.9(a) divided by the aggregate Liquidation Amount of the
Capital Securities Outstanding immediately prior to such exchange, for such
proportional amount of Common Securities held by the Depositor (which
contemporaneously shall be cancelled and no longer be deemed to be
Outstanding); provided that the Depositor delivers or causes to be delivered to
the Property Trustee or its designee the required amount of Common Securities
to be exchanged by 10:00 A.M. New York time, on the Distribution Date on which
such exchange is to occur.



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ARTICLE V




Trust Securities Certificates




     Section 5.1. Initial Ownership.



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



     Section 5.2. The Trust Securities Certificates.



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



     (b) Upon their original issuance, Capital Securities Certificates shall be
issued in the form of one or more Global Capital Securities Certificates
registered in the name of DTC, as Clearing Agency, or its nominee and deposited
with DTC or a custodian for DTC for credit by DTC to the respective accounts of
the Owners thereof (or such other accounts as they may direct). All Capital
Securities Certificates shall be issued substantially in the form of Exhibit C
hereto, with such changes, insertions, notations and legends (if other than as
contemplated by Exhibit C) as may be deemed appropriate by the Depositor and
the Administrative Trustees.



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



     Section 5.3. Execution and Delivery of Trust Securities Certificates.



     At the 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 Issuer Trust by manual or
facsimile signature and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its



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president, any executive vice president or any vice president, treasurer
or assistant treasurer or controller without further corporate action by the
Depositor, in authorized denominations.



     Section 5.4. Book-Entry Capital Securities.



     As provided in Section 5.2(b), Capital Securities, upon original issuance,
will be issued in the form of Global Capital Securities Certificates
representing Book-Entry Capital Securities, to be delivered to DTC or its
nominee by, or on behalf of, the Issuer Trust. Such Global Capital Securities
Certificates shall initially be registered on the Securities Register in the
name of Cede & Co., the nominee of DTC, and no Owner will receive a Definitive
Capital Securities Certificate representing such Owner’s interest in such
Capital Securities, except as provided in this Section 5.4.



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



     (b) Notwithstanding any other provision in this Trust Agreement, no Global
Capital Securities Certificate may be exchanged in whole or in part for Capital
Securities Certificates registered, and no transfer of a Global Capital
Securities Certificate in whole or in part may be registered, in the name of
any Person other than the Clearing Agency for such Global Capital Securities
Certificate or a nominee thereof unless (i) the Clearing Agency advises the
Depositor and the Property Trustee in writing that the Clearing Agency is no
longer willing or able to discharge its responsibilities with respect to the
Global Capital Securities Certificates or has ceased to be a Clearing Agency,
(ii) the Depositor at its option advises the Clearing Agency in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
a Debenture Event of Default has occurred and is continuing. Upon the
occurrence of any event specified in clause (i) or (ii) above, the Depositor
may, in its sole discretion within 60 days, designate a successor Clearing
Agency to maintain a book-entry system for Capital Securities represented by a
Global Capital Securities Certificate(s), whereupon the certificate(s)
representing all Outstanding Book-Entry Capital Securities shall be promptly
exchanged for a new Global Capital Securities Certificate(s) representing all
such Capital Securities and registered in the name of the successor Clearing
Agency or its nominees. Upon the occurrence of any event specified in clause
(iii) above, or in clause (i) or (ii) above if the Depositor does not designate
a successor Clearing Agency as provided above, all the Global Capital
Securities

Certificate(s) representing all Book-Entry Capital Securities shall,
promptly upon surrender to the Property Trustee or its agent as provided in
this Article Five, be exchanged for Definitive Capital
Securities Certificate(s) registered in such names and having such denominations as the
Clearing Agency, or its nominee, shall designate as provided in this Article
Five.



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



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



     (e) The Clearing Agency or its nominee, as registered owner of a Global
Capital Securities Certificate, shall be the Holder of such Global Capital
Securities Certificate for all purposes under this Trust Agreement and the
Global Capital Securities Certificate, and Owners with respect to a Global
Capital Securities Certificate shall hold any interests they may have therein
pursuant to the Applicable Procedures. The Securities Registrar and the Issuer
Trustees shall be entitled to deal with the Clearing Agency for all purposes of
this Trust Agreement relating to the Book-Entry Capital Securities (including
payment of the Liquidation Amount of and Distributions on the Capital
Securities evidenced by Book-Entry Capital Securities and giving notices to
Holders, and Holders



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giving notices or taking any other action, with respect to such Capital
Securities) as the sole Holder of Capital Securities evidenced by the
Book-Entry Capital Securities and shall have no obligations to the Owners
thereof. Neither the Property Trustee nor the Securities Registrar shall have
any liability in respect of any transfers effected by the Clearing Agency.



     The rights of the Owners of the Book-Entry Capital Securities shall be
exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such
Owners and the Clearing Agency and/or the Clearing Agency Participants. All
payments, transfers, credits and debits effected by the Clearing Agency or any
direct or indirect participant therein, and all actions taken by the Clearing
Agency or its nominee as Holder, in respect of Book-Entry Capital Securities
shall be the responsibility solely of the Clearing Agency and/or its direct and
indirect participants, as applicable, and none of the Depositor or the Issuer
Trustees shall have any responsibility or obligation with respect thereto.



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



     (a) The Property Trustee shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.9, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and
exchanges of Capital Securities Certificates (the “Securities Register”) in
which the registrar designated by the Property Trustee (the “Securities
Registrar”) with the reasonable consent of the Administrative Trustees, subject
to such reasonable regulations as it may prescribe, shall provide for the
registration of Capital Securities Certificates and Common Securities
Certificates (subject to Section 5.11 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Capital Securities
Certificates as herein provided. The 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 5.9, the
Administrative Trustees or any one of them shall execute by manual or facsimile
signature and deliver to the Property Trustee for further delivery, 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.



     The Securities Registrar shall not be required to register the transfer of
any Capital Securities that have been called for 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 a
like aggregate Liquidation Amount upon surrender of the Capital Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 5.9.



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     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 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 the Property Trustee or
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.



     The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the Bank
also in its role as Securities Registrar, for so long as the Bank shall act as
Securities Registrar.



     Whenever this Trust Agreement makes reference to the execution of Trust
Securities Certificates, such reference to execution shall mean manual
execution by an Administrative Trustee or, in the alternative, execution by
facsimile signature by an Administrative Trustee and authentication by the
Property Trustee.



     Capital Securities Certificates bearing the manual or facsimile signatures
of individuals who were at any time the proper Administrative Trustees of the
Issuer Trust shall bind the Issuer Trust, notwithstanding that such individuals
or any of them have ceased to hold such office prior to the authentication and
delivery of such Capital Securities Certificates or did not hold such offices
at the date of such Capital Securities Certificates.



     Each Capital Securities Certificate that is executed by facsimile and
authenticated by the Property Trustee shall be dated the date of its
authentication.



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




          (i) Non-Global Capital Securities Certificate to Global Capital
Securities Certificate. If the Holder of a Capital Securities
Certificate (other than a Global Capital Securities Certificate) wishes
at any time to transfer all or any portion of the Capital Securities
represented thereby to a Person who wishes to take delivery thereof in
the form of Book-Entry Capital Securities represented by a Global Capital
Securities Certificate, such transfer may be effected only in accordance
with the provisions of this Clause (b)(i) and subject to the Applicable
Procedures, and only if there are other Book-Entry Capital Securities
Outstanding or the Depositor consents to such exchange in advance. Upon
receipt by the Securities Registrar of such Capital Securities
Certificate as provided in Section 5.5(a) and instructions satisfactory
to the Securities Registrar directing that a



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specified number of Capital Securities to be represented by the
Global Capital Securities Certificate not greater than the number of
Capital Securities represented by such Capital Securities Certificate be
credited to a specified Clearing Agency Participant’s account, the
Securities Registrar shall cancel such Capital Securities Certificate
(and issue a new Capital Securities Certificate in respect of any
untransferred portion thereof) as provided in Section 5.5(a) and increase
the aggregate Liquidation Amount of the Global Capital Securities
Certificate by the Liquidation Amount represented by such Capital
Securities so transferred as provided in Section 5.4(c).




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




          (iii) Global Capital Securities Certificate to Non-Global Capital
Securities Certificate. Capital Securities represented by a Global
Capital Securities Certificate may be exchanged for a Capital Securities
Certificate that is not a Global Capital Securities Certificate as
provided in Section 5.4.



     Before registering for transfer or exchange any Capital Securities
Certificates issued in certificated fully registered form as provided in
Section 5.2, 5.4 or 5.5 of the Trust Agreement, the Property Trustee as
Securities Registrar may require an Opinion of Counsel or other evidence
satisfactory to it (which may include a certificate from such purchaser or
Holder) that the purchase and holding of such Capital Securities by such
purchaser or Holder will be exempt from Section 406 of ERISA and Section 4975
of the Code by reason of U.S. Department of Labor Prohibited Transaction Class
Exemption (“PTCE”) 96-23, 95-60, 91-38, 90-1 or 84-14 or another applicable
exemption with respect to such purchase or holding and, in the case of any
purchaser or Holder relying on any exemption other than PTCE 96-23, 95-60,
91-38, 90-1 or 84-14, an Opinion of Counsel or other evidence satisfactory to
the Property Trustee with respect to the availability of such exemption. Any
purchaser or Holder of any Capital Securities or any interest therein will be
deemed to have represented by its purchase and holding thereof that it either
(i) is not a Plan or a Plan Asset Entity and is not purchasing such Capital
Securities on behalf of or with “plan assets” of any Plan, or (ii) the purchase
and holding of any such Capital Security is exempt from Section 406 of ERISA
and Section 4975 of the Code by reason of PTCE 96-23, 95-60, 91-38, 90-1 or
84-14 or another applicable exemption with respect to such purchase or holding.



     (c) The Property Trustee shall not be required to insure or verify
compliance with securities laws, including the Securities Act, Exchange Act and
1940 Act, in connection with transfers and exchanges of Capital Securities
Certificates.



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



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



     Section 5.7. Persons Deemed Holders.



     The Issuer Trustees 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 Issuer Trustees nor the Securities Registrar shall be bound by any
notice to the contrary.



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



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



     Section 5.9. Maintenance of Office or Agency.



     The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Capital Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Corporate Trust Office of the Property Trustee
is initially designated the office for such purpose. The Administrative
Trustees or the Property Trustee shall give prompt written notice to the
Depositor and to the Holders of any change in the location of the Securities
Register or any such office or agency.



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     Section 5.10. Appointment of Paying Agent.



     The Paying Agent shall make Distributions to Holders from the Payment
Account and shall report the amounts of such Distributions to the Property
Trustee and the Administrative Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making the Distributions referred to above. The Property Trustee may revoke
such power and remove the Paying Agent in its sole discretion. The Paying Agent
shall initially be the Bank, and any co-paying agent chosen by the Bank, and
reasonably acceptable to the Administrative Trustees. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written
notice to the Administrative Trustees and the Property Trustee. 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 Property Trustee shall
appoint a successor that is reasonably acceptable to the Administrative
Trustees to act as Paying Agent (which shall be a bank or trust company). Such
successor Paying Agent or any additional Paying Agent shall execute and deliver
to the Issuer Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Issuer Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Holders in trust for the benefit of
the Holders entitled thereto until such sums shall be paid to such Holders. The
Paying Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6
herein shall apply to the Bank also in its role as Paying Agent, for so long as
the Bank shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Trust Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.



     Section 5.11. Ownership of Common Securities by Depositor.



     At the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the Common
Securities, and the Depositor and any successor Holder may transfer the Common
Securities only (i) 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 801 of the Indenture, or (ii) to the Depositor or
an Affiliate of the Depositor in compliance with applicable law (including the
Securities Act and applicable State securities and blue sky laws), and in
either case only upon an effective assignment and delegation by the Holder of
all the Common Securities to its transferee of all of its rights and
obligations under the Expense Agreement. To the fullest extent permitted by
law, any attempted transfer of the Common Securities other than as set forth in
the next preceding sentence shall be void. The Administrative Trustees shall
cause each Common Securities Certificate issued to the Depositor to contain a
legend stating substantially “THIS CERTIFICATE IS NOT



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TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 5.11 OF THE TRUST AGREEMENT
AND ONLY IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT OF THE
EXPENSE AGREEMENT REFERRED TO THEREIN”.



     Section 5.12. Notices to Clearing Agency.



     To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, unless and until Definitive Capital
Securities Certificates shall have been issued to all Owners pursuant to
Section 5.4(b), the Issuer 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. Rights of Holders.



     (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Issuer Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division
of property, profits or rights of the Issuer Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust
Securities shall have no preemptive or similar rights and, except to the extent
set forth in Section 4.8, when issued and delivered to Holders against payment
of the purchase price therefor will be fully paid and nonassessable undivided
beneficial interests in Trust Property. Except as set forth in Section 4.8, the
Holders, 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 a
Debenture Event of Default (other than a Debenture Event of Default specified
in Section 501(5) or 501(6) of the Indenture) has occurred and is continuing,
and if the Debenture Trustee fails and the holders of not less than 25% in
aggregate principal amount of the outstanding Junior Subordinated Debentures
fail to declare the principal of all of the Junior Subordinated Debentures to
be immediately due and payable, the Holders of at least 25% in aggregate
Liquidation Amount of the Capital Securities then Outstanding shall have such
right pursuant to Section 2.5 of the Supplemental Indenture, which may be
exercised by giving notice in writing to the Depositor and the Debenture
Trustee with a copy to the Property Trustee; and upon any such declaration such
principal amount of and the accrued interest on all of the Junior Subordinated
Debentures shall become immediately due and payable, provided that the payment
of principal and interest on such Junior Subordinated Debentures shall remain
subordinated to the extent provided in the Indenture.



     At any time after such a declaration of acceleration with respect to the
Junior Subordinated Debentures has been made by the Holders of Capital
Securities and before



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a judgment or decree for payment of the money due has been obtained by the
Debenture Trustee as provided in the Indenture, the Holders of at least a
majority in aggregate Liquidation Amount of the Outstanding 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 interest on all of the Junior Subordinated
Debentures,




               (B) the principal of (and premium, if any, on) any Junior
Subordinated Debentures which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate
borne by the Junior Subordinated 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 Junior Subordinated
Debentures, other than the non-payment of the principal of the Junior
Subordinated Debentures which has become due solely by such acceleration,
have been cured or waived as provided in Section 513 of the Indenture.



     The Holders of at least a majority in aggregate Liquidation Amount of the
Outstanding Capital Securities may, on behalf of the Holders of all the Capital
Securities, waive any past default under the Indenture with respect to the
Junior Subordinated Debentures, except a default in the payment of principal,
premium (if any) or interest (unless a sum sufficient to pay all overdue
interest, premium (if any) and principal due in respect of the Junior
Subordinated Debentures otherwise than by acceleration has been deposited with
the Debenture Trustee) or a default in respect of a covenant or provision which
under Article IX of the Indenture cannot be modified or amended without the
consent of the holder of each outstanding Subordinated 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 is represented by Book-Entry Capital
Securities, a record date shall be established for determining Holders of
Outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Property Trustee receives
such notice. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such notice, whether or not
such Holders remain Holders after such record date; provided that, unless such



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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 5.13(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
Section 501(1) or 501(2) of the Indenture, any Holder of Capital Securities
shall have the right to institute a proceeding directly against the Depositor,
pursuant to Section 2.6 of the Supplemental Indenture for enforcement of
payment to such Holder of the principal amount of or premium (if any) or
interest on Junior Subordinated Debentures having a principal amount equal to
the Liquidation Amount of the Capital Securities of such Holder. Except as set
forth in this Section 5.13, 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 Junior Subordinated Debentures, and their right to do so
under this Section 5.13 shall terminate when there are no Capital Securities
Outstanding.



ARTICLE VI




Acts of Holders; Meetings; Voting




     Section 6.1. Limitations on Voting Rights.



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



     (b) So long as any Junior Subordinated Debentures are held by the Issuer
Trust, the Property Trustee shall not (i) direct the time, method or place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
exercising any trust or power conferred on the Property Trustee with respect to
such Junior Subordinated Debentures, (ii) waive any past default with respect
to the Junior Subordinated Debentures which is waivable under Section 513 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Junior Subordinated Debentures shall be due and
payable or (iv) consent to any amendment, modification or



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termination of the Junior Subordinated Debentures or the Indenture with
respect to the Junior Subordinated Debentures, where such consent shall be
required, without, in each case (i), (ii), (iii) and (iv), 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 Junior Subordinated
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of the Holder of each Outstanding
Capital Security affected thereby. The Issuer 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
Junior Subordinated Debentures. In addition to obtaining the foregoing
approvals of the Holders of the Capital Securities, prior to taking any of the
foregoing actions, the Property Trustee shall, at the expense of the Depositor,
obtain an Opinion of Counsel experienced in such matters to the effect that
such action shall not cause the Issuer Trust to be classified as an association
taxable as a corporation or as other than a grantor trust for United States
Federal income tax purposes.



     (c) As and to the extent permitted in Section 10.2, amendment to this
Trust Agreement may be made, from time to time, without the consent of the
Holders of the Capital Securities:




          (i) to cure any ambiguity, correct or supplement any provisions in
this Trust Agreement that may be inconsistent with any other provision,
or to make any other provisions with respect to matters or questions
arising under this Trust Agreement, which will not be inconsistent with
the other provisions of this Trust Agreement; or




          (ii) to modify, eliminate or add to any provisions of this Trust
Agreement as necessary to ensure that:




               (A) the Issuer Trust will be classified for U.S. federal
income tax purposes as a grantor trust and not as an association
taxable as a corporation at all times that any Capital Securities
are outstanding, or




               (B) the Issuer Trust will not be required to register as an
“investment company” under the Investment Company Act of 1940, as
amended,




provided that, if any proposed amendment to the Trust Agreement provides
for, or the Issuer Trustees otherwise propose to effect, (i) any action
that would adversely affect in any material respect the powers,
preferences or special rights of the Capital Securities, whether by way
of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Issuer Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Capital Securities as a class will be entitled to vote on
such



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amendment or proposal and such amendment or proposal shall not be
effective except with the approval of the Holders of at least a majority
in Liquidation Amount of the Outstanding Capital Securities.
Notwithstanding any other provision of this Trust Agreement, no amendment
to this Trust Agreement may be made if, as a result of such amendment, it
would cause the Issuer Trust to be classified as an association taxable
as a corporation or as other than a grantor trust for United States
Federal income tax purposes.



     (d) As and to the extent permitted in Section 10.2, amendment to this
Trust Agreement may be made, from time to time, by the Holders of Common
Securities with:




          (i) the consent of Holders representing at least a majority (based
upon Liquidation Amounts) of the Outstanding Capital Securities; and




          (ii) receipt by the Issuer Trustees of an Opinion of Counsel to the
effect that the amendment or the exercise of any power granted to the
Issuer Trust trustees in accordance with the amendment will not cause the
Issuer Trust to be taxable as a corporation or affect the Issuer Trust’s
status as a grantor trust for U.S. federal income tax purposes or the
Issuer Trust’s exemption from status as an “investment company” under the
Investment Company Act of 1940, as amended,



provided that, without the consent of the Holder of each Capital Security
affected, this Trust Agreement may not be amended to (i) reduce the amount or
change the timing of any distribution required to be made on the Capital
Securities as of a specified date or (ii) restrict the right of a Holder of
Capital Securities to institute suit for the enforcement of any such payment on
such Holder’s Capital Securities on or after such date.



     Section 6.2. Notice of Meetings.



     Notice of all meetings of Holders of Capital Securities, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each such Holder at such Holder’s address as it
appears in the Securities Register as of the record date for such meeting. Such
notice shall be sent, first-class mail, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the
meeting. Any adjourned meeting may be held as adjourned without further notice.



     Section 6.3. Meetings of Holders of Capital Securities.



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



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Securities to vote on any matters as to which Holders of Capital
Securities are entitled to vote.



     Holders of at least 50% of the aggregate Liquidation Amount of Outstanding
Capital Securities, present in person or by proxy, shall constitute a quorum at
any meeting of Holders of Capital Securities.



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



     Section 6.4. Voting Rights.



     In respect of any matter as to which a Holder is entitled to vote, such
Holder shall be entitled to one vote for each $1,000 in Liquidation Amount of
Trust Securities held of record by such Holder.



     Section 6.5. Proxies, Etc.



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



     Section 6.6. Holder Action by Written Consent.



     Any action which may be taken by Holders at a meeting may be taken without
a meeting and without prior notice, if Holders holding a majority of the
aggregate Liquidation Amount of the Outstanding Trust Securities 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.



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     Section 6.7. Record Date for Voting and Other Purposes.



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



     Section 6.8. Acts of Holders.



     Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Trust Agreement to be given, made or
taken by Holders or Owners may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders 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 the Property Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Holders or Owners
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Trust Agreement and (subject to Section 8.1) conclusive in
favor of the Issuer Trustees, if made in the manner provided in this Section.



     The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness to 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 Issuer 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 Holder of any Trust Security shall bind every future Holder of
the same Trust Security and the Holder of every Trust Security issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Issuer Trustees
or the Issuer Trust in reliance thereon, whether or not notation of such action
is made upon such Trust Security.



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



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



     Section 6.9. Inspection of Records.



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



ARTICLE VII




Representations and Warranties




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



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



     (a) the Property Trustee is a New York banking corporation;



     (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 banking corporation duly organized, validly
existing;



     (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;




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



     (f) the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and do not require any approval of stockholders of the
Property Trustee and such execution, delivery and performance will not (i)
violate the charter or by-laws of the Property Trustee, (ii) violate any
provision of any indenture, mortgage, credit agreement, license or other
agreement or instrument to which the Property Trustee is a party or by which it
is bound, which violation would materially and adversely affect the Issuer
Trust, the Holders or the ability of the Property Trustee to enter into or
perform their obligations under this Trust Agreement, or result in the
creation, or imposition of any Lien on any properties included in the Trust
Property, or (iii) violate any law, governmental rule or regulation of the
United States, the State of New York or the State of Delaware, as the case may
be, governing the banking, trust or general powers of the Property Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Property Trustee;



     (g) the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Delaware Trustee and do not require any approval of stockholders of the
Delaware Trustee and such execution, delivery and performance will not (i)
violate the charter or by-laws of the Delaware Trustee, (ii) violate any
provision of any indenture, mortgage, credit agreement, license or other
agreement or instrument to which the Delaware Trustee is a party or by which it
is bound, which violation would materially and adversely affect the Issuer
Trust, the Holders or the ability of the Delaware Trustee to enter into or
perform their obligations under this Trust Agreement, or result in the
creation, or imposition of any Lien on any properties included in the Trust
Property, or (iii) violate any law, governmental rule or regulation of the
United States, the State of New York or the State of Delaware, as the case may
be, governing the banking, trust or general powers of the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Delaware Trustee;



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



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     (i) 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, in
the good faith judgment of the Property Trustee or the Delaware Trustee, as the
case may be, as amended individually or in the aggregate, would materially and
adversely affect the Issuer Trust or the right, power and authority of the
Property Trustee or the Delaware Trustee, as the case may be, to enter into or
perform its obligations as one of the Issuer Trustees under this Trust
Agreement.



     Section 7.2. Representations and Warranties of Depositor.



     The Depositor hereby represents and warrants for the benefit of the
Holders that the Trust Securities Certificates issued on the Closing Date on
behalf of the Issuer Trust have been duly authorized and will have been duly
and validly executed, issued and delivered by the Issuer Trustees pursuant to
the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement and the Holders will be, as of each such date, entitled to the
benefits of this Trust Agreement.



ARTICLE VIII




The Issuer Trustees




     Section 8.1. Certain Duties and Responsibilities.



     (a) The duties and responsibilities of the Issuer Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require any of the Issuer Trustees to expend or risk
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 reasonably satisfactory to it against such
risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Trust Agreement relating to the
conduct or affecting the liability of or affording protection to the Issuer
Trustees shall be subject to the provisions of this Article. Nothing in this
Trust Agreement shall be construed to release an Issuer Trustee from liability
for its own negligence, bad faith or willful misconduct with respect to acts or
omissions. To the extent that, at law or in equity, an Issuer Trustee has
duties and liabilities relating thereto to the Issuer Trust or to the Holders,
such Issuer Trustee shall not be liable to the Issuer Trust or to any Holder
for such Issuer Trustee’s good faith reliance on the provisions of this Trust
Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Issuer Trustees otherwise existing
at law or in equity, are agreed by the Depositor and the Holders to replace
such other duties and liabilities of the Issuer Trustees.



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



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



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




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




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




     (iii) the Property Trustee’s sole duty with respect to the custody,
safe keeping and physical preservation of the Junior Subordinated
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



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     (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.



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



     Section 8.2. Certain Notices.



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



     Within five Business Days after the receipt of written notice of the
Depositor’s exercise of its right to defer the payment of interest on the
Junior Subordinated Debentures pursuant to the Indenture, the Property Trustee
shall transmit, in the manner and to the extent provided in Section 10.8,
notice of such exercise to the Holders, unless such exercise shall have been
revoked.



     Section 8.3. Certain Rights of Property Trustee.



     Subject to the provisions of Section 8.1:



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



     (b) 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 Holder of Capital Securities is entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting the Depositor’s direction as to the course of action to be
taken and, if not so directed, the Property Trustee shall take such action, or
refrain from taking such



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action, as the Property Trustee shall deem advisable and in the best
interests of the Holders, in which event the Property Trustee shall have no
liability except for its own 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 as to
factual matters (other than the interpretation of this Trust Agreement) 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 Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; provided
that nothing contained in this Section 8.3(g) shall be taken to relieve the
Property Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Trust Agreement;



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



     (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 and



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the Property Trustee shall not be responsible for any misconduct or
negligence on the part of, or for the supervision of, any such agent or
attorney appointed with due care by it hereunder;



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



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



     (l) when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditors rights generally; and



     (m) the Property Trustee shall not be charged with knowledge of an Event
of Default unless a Responsible Officer of the Property Trustee obtains actual
knowledge of such event or the Property Trustee receives written notice of such
event from Holders holding more than a majority of Capital Securities (based
upon Liquidation Amounts).



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



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



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



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     Section 8.5. May Hold Securities.



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



     Section 8.6. Compensation; Indemnity; Fees.



     The Depositor agrees:



     (a) to pay to the Issuer Trustees from time to time such compensation as
shall be agreed in writing between the Issuer Trustees and 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 Issuer
Trustees upon request for all reasonable expenses, disbursements and advances
incurred or made by the Issuer Trustees in accordance with any provision of
this Trust Agreement (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct; and



     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Paying Agent, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee
or agent of the Issuer Trust or its Affiliates (referred to herein as an
“Indemnified Person”) from and against any loss, damage, liability, tax,
penalty, expense (including reasonable out-of-pocket legal fees and expenses)
or claim of any kind or nature whatsoever incurred by such Indemnified Person
by reason of the creation, operation or termination of the Issuer Trust or any
act or omission performed or omitted by such Indemnified Person in good faith
on behalf of the Issuer Trust and in a manner such Indemnified Person
reasonably believed to be within the scope of authority conferred on such
Indemnified Person by this Trust Agreement, except that no Indemnified Person
shall be entitled to be indemnified in respect of any loss, damage or claim
incurred by such Indemnified Person by reason of negligence, bad faith or
willful misconduct with respect to such acts or omissions.



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



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



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     The Depositor and any Issuer 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 Issuer Trust, and the Issuer Trust
and the Holders of Trust Securities shall have no rights by virtue of this
Trust Agreement in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive
with the business of the Issuer Trust, shall not be deemed wrongful or
improper. None of the Depositor or any Issuer Trustee, shall be obligated to
present any particular investment or other opportunity to the Issuer Trust even
if such opportunity is of a character that, if presented to the Issuer Trust,
could be taken by the Issuer Trust, and the Depositor or any Issuer Trustee
shall have the right to take for its own account (individually or as a partner
or fiduciary) or to recommend to others any such particular investment or other
opportunity. Any Issuer Trustee may engage or be interested in any financial or
other transaction with the Depositor or any Affiliate of the Depositor, or may
act as depository for, trustee or agent for, or act on any committee or body of
holders of, securities or other obligations of the Depositor or its Affiliates.



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



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



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



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



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     Section 8.8. Conflicting Interests.



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



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



     Section 8.9. Co-Trustees and Separate Trustee.



     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property
may at the time be located, the Property Trustee shall have power to appoint,
and upon the written request of the Property Trustee, the Depositor and the
Administrative Trustees shall for such purpose join in the execution, delivery,
and performance of, all instruments and agreements necessary or proper to
appoint one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. Any co-trustee or
separate trustee appointed pursuant to this Section shall either be (i) a
natural person who is at least 21 years of age and a resident of the United
States or (ii) a legal entity with its principal place of business in the
United States that shall act through one or more persons authorized to bind
such entity.



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



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



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



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



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



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



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



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



     Section 8.10. Resignation and Removal; Appointment of Successor.



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



     Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Issuer Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.



     Unless a Debenture Event of Default shall have occurred and be continuing,
any Issuer Trustee may be removed at any time by Act of the Holder of the
Common



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Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or 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 Issuer Trust). An Administrative Trustee may be
removed by the Holder of the Common Securities at any time. In no event will
the Holders of the Capital Securities have a right to vote to appoint, remove
or replace the Administrative Trustees. If the instrument of acceptance by the
successor Issuer Trustee required by Section 8.11 shall not have been delivered
to the Relevant Trustee within 60 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Issuer
Trust, any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.



     If any Issuer Trustee shall resign, be removed or become incapable of
acting as Issuer Trustee, or if a vacancy shall occur in the office of any
Issuer Trustee for any reason, at a time when no Debenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities, by
Act, shall promptly appoint a successor Issuer Trustee or Issuer Trustees, and
the retiring Issuer Trustee shall comply with the applicable requirements of
Section 8.11, except that a successor Administrative Trustee need not comply
with Section 8.11. If the Property Trustee or the Delaware Trustee shall
resign, be removed or become incapable of continuing to act as the Property
Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture
Event of Default shall have occurred and be continuing, the Holders of the
Capital Securities, by Act of the Holders of a majority in Liquidation Amount
of the Capital Securities then Outstanding shall promptly appoint a successor
Relevant Trustee or Trustees, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at
a time when a Debenture Event of Default shall have occurred and be continuing,
the Holder of the Common Securities, by Act, shall promptly appoint a successor
Administrative Trustee or Trustees. If no successor Relevant Trustee shall have
been so appointed by the Holder of the Common Securities or the Holders of the
Capital Securities and accepted appointment in the manner required by Section
8.11 if applicable, any Holder who has been a Holder of Trust Securities for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Relevant Trustee.



     The Property Trustee shall give notice of each resignation and each
removal of an Issuer Trustee and each appointment of a successor Issuer Trustee
to all Holders in the manner provided in Section 10.8 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.



     Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee who is a natural person dies
or becomes, in the opinion of the Holder of Common Securities, incompetent or
incapacitated, the vacancy



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created by such death, incompetence or incapacity may be filled by
appointment by the remaining Administrative Trustees.



     Section 8.11. Acceptance of Appointment by Successor.



     In case of the appointment hereunder of a successor Relevant Trustee,
other than the appointment of a successor Administrative Trustee pursuant to
Section 8.19(a), the retiring Relevant Trustee (if requested by the Depositor)
and each successor Relevant Trustee with respect to the Trust Securities shall
execute and deliver an amendment hereto wherein each successor Relevant Trustee
shall accept such appointment and which (a) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Relevant Trustee all the rights, powers, trusts and duties of
the retiring Relevant Trustee with respect to the Trust Securities and the
Issuer Trust and (b) shall add to or change any of the provisions of this Trust
Agreement as shall be necessary to provide for or facilitate the administration
of the Issuer Trust by more than one Relevant Trustee, it being understood that
nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees and upon the execution and delivery of such amendment the
resignation or removal of the retiring Relevant Trustee shall become effective
to the extent provided therein and each such successor Relevant Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Relevant Trustee; but, on
request of the Issuer Trust or any successor Relevant Trustee, such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by
such retiring Relevant Trustee hereunder with respect to the Trust Securities
and the Issuer Trust.



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



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



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



     Any Person into which the Property Trustee 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 the Property
Trustee or the Delaware Trustee shall be a party, or any Person succeeding to
all or substantially all the corporate trust business of the Property Trustee
or the Delaware Trustee, shall be the successor of the Property Trustee or the
Delaware Trustee, as the case may be, hereunder (provided that such Person
shall be otherwise 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.



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



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



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




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




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



and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due to 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.



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     Section 8.14. Reports by Property Trustee.



     (a) Not later than July 1 of each year commencing with July 1, 2004, the
Property Trustee shall transmit to all Holders in accordance with Section 10.8,
and to the Depositor, a brief report dated as of the immediately preceding May
1, with respect to:




     (i) its eligibility under Section 8.7 or, in lieu thereof, if to the
best of its knowledge it has continued to be eligible under said Section,
a written statement to such effect;




     (ii) its knowledge of such Property Trustee’s compliance with all
conditions and covenants under this Trust Agreement; and




     (iii) any change in the property and funds in its possession as
Property Trustee since the date of its last report and any action taken
by the Property Trustee in the performance of its duties hereunder which
it has not previously reported and which in its opinion materially
affects the Trust Securities.



     (b) In addition the Property Trustee shall transmit to Holders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.



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



     Section 8.15. Reports to the Property Trustee.



     The Depositor and the Administrative Trustees on behalf of the Issuer
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.



     Section 8.16. Evidence of Compliance with Conditions Precedent.



     Each of the Depositor and the Administrative Trustees on behalf of the
Issuer 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) or Section 314(e) of the Trust Indenture Act
shall be given in the form of an Officers’ Certificate.



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     Section 8.17. Number of Issuer Trustees.



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



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



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



     Section 8.18. Delegation of Power.



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



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



     Section 8.19. Appointment of Administrative Trustees.



     (a) The Administrative Trustees shall initially be Amol Naik, an
individual, David Weil, an individual, and Veronica Foo, an individual, and
their successors shall be appointed by the Holder of the Common Securities and
may be removed by the Holder of the Common Securities at any time. Each
Administrative Trustee shall sign an agreement agreeing to comply with the
terms of this Trust Agreement. If at any time there is no Administrative
Trustee, the Property Trustee or any Holder who has been a Holder of Trust
Securities for at least six months may petition any court of competent
jurisdiction for the appointment of one or more Administrative Trustee.



     (b) Whenever a vacancy in the number of Administrative Trustees shall
occur, until such vacancy is filled by the appointment of an Administrative
Trustee in accordance with this Section 8.19, 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.



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



ARTICLE IX




Termination, Liquidation and Merger




     Section 9.1. Dissolution Upon Expiration Date.



     Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
February 15, 2035 (the “Expiration Date”).



     Section 9.2. Early Termination.



     The first to occur of any of the following events is an “Early Termination
Event,” upon the occurrence of which the Issuer Trust shall dissolve:




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




     (b) the written direction to the Property Trustee from the Holder of
the Common Securities at any time to dissolve the Issuer Trust and, after
satisfaction of liabilities to creditors of the Issuer Trust as provided
by applicable law, distribute Junior Subordinated Debentures to Holders
in exchange for the Capital Securities;




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




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



     Section 9.3. Termination.



     The respective obligations and responsibilities of the Issuer Trustees and
the Issuer Trust created and continued hereby shall terminate upon the latest
to occur of the following: (a) the distribution by the Property Trustee to
Holders upon the liquidation of the Issuer Trust pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to Section 4.2, 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 Issuer Trust; and
(c) the discharge of all administrative duties of the Administrative



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Trustees, including the performance of any tax reporting obligations with
respect to the Issuer Trust or the Holders.



     Section 9.4. Liquidation.



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




     (i) state the Liquidation Date;




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




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



     (b) Unless Section 9.2(c) or 9.4(d) applies, in order to effect the
liquidation of the Issuer Trust and the distribution of Junior Subordinated
Debentures to Holders, 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 Junior Subordinated
Debentures in exchange for the Outstanding Trust Securities Certificates.



     (c) Unless 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 Junior Subordinated Debentures will
be issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the exchange agent for exchange, (iii) the Depositor shall use
its best efforts to have the Junior Subordinated Debentures listed on such
exchange, interdealer quotation system or self-regulatory organization (if any)
as the Capital Securities are then listed on, (iv) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like
Amount of Junior Subordinated Debentures, accruing interest at the rate
provided for in the Junior Subordinated Debentures from the last Distribution
Date on which a Distribution was



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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 Junior Subordinated Debentures) and (v) all rights of
Holders holding Trust Securities will cease, except the right of such Holders
to receive Junior Subordinated Debentures upon surrender of Trust Securities
Certificates.



     (d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent
jurisdiction or otherwise, distribution of the Junior Subordinated Debentures
in the manner provided herein is determined by the Property Trustee not to be
practical, then the Trust Property shall be liquidated, and the Issuer Trust
shall be wound-up by the Property Trustee in such manner as the Property
Trustee determines. In such event, on the date of the dissolution of the Issuer
Trust, Holders will be entitled to receive out of the assets of the Issuer
Trust available for distribution to Holders, after satisfaction of liabilities
to creditors of the Issuer Trust as provided by applicable law, an amount equal
to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions (including any Additional Amounts and Other Amounts) thereon to
the date of payment (such amount being the “Liquidation Distribution”). If,
upon any such winding-up, the Liquidation Distribution can be paid only in part
because the Issuer Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Issuer Trust on the Trust Securities shall
be paid on a pro rata basis (based upon Liquidation Amounts). The Holders of
the Common Securities will be entitled to receive Liquidation Distributions
upon any such winding-up pro rata (determined as aforesaid) with Holders of
Capital Securities, except that, if a Debenture Event of Default specified in
Section 501(1) or 501(2) of the Indenture has occurred and is continuing, the
Capital Securities shall have a priority over the Common Securities as provided
in Section 4.3.



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



     The Issuer Trust may not merge, consolidate or amalgamate with or into, be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any entity, except pursuant to this Article
Nine. At the request of the Holder of the Common Securities and with the
consent of the Holders of a majority (based on Liquidation Amounts) of the
Outstanding Capital Securities, the Issuer Trust may merge, consolidate or
amalgamate with or into, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided that (i) such successor entity either (a)
expressly assumes all of the obligations of the Issuer Trust with respect to
the Capital Securities or (b) substitutes for the Capital Securities other
securities having substantially the same terms as the Capital Securities
(“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) a trustee of



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such successor entity possessing the same powers and duties as the
Property Trustee is appointed as the holder of the Junior Subordinated
Debentures, (iii) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Capital Securities (including
any Successor Securities) to be downgraded by any nationally recognized
statistical rating organization, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holder of the Capital Securities
(including any Successor Securities) in any material respect, (v) such
successor entity has a purpose substantially identical to that of the Issuer
Trust, (vi) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Issuer Trust has received an Opinion of
Counsel to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders of the Capital Securities
(including any Successor Securities) in any material respect, and (b) following
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, neither the Issuer Trust nor such successor entity will be required to
register as an investment company under the 1940 Act and (vii) the Depositor
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Issuer
Trust shall not, except with the consent of Holders of all Outstanding Capital
Securities, merge, consolidate or amalgamate with or into, 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 merge, consolidate
or amalgamate with or into or replace it if such merger, consolidation or
amalgamation, replacement, conveyance, transfer or lease would cause the Issuer
Trust or the successor Person to be classified as an association taxable as a
corporation or as other than a grantor trust for United States Federal income
tax purposes. Upon any merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease effected in accordance with this Section 9.5, the
successor entity shall succeed to, and be substituted for, the Issuer Trust
hereunder with the same effect as if such successor entity had been initially
created and named as the Issuer Trust herein and thereafter, except in the case
of a lease, the predecessor entity shall be relieved of all obligations and
covenants hereunder.



ARTICLE X




Miscellaneous Provisions




     Section 10.1. Limitation of Rights of Holders.



     The death or incapacity, or the dissolution, liquidation, termination, or
the 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,
successors or heirs of such Person or any Holder for such Person, to claim an
accounting, take any action or bring any proceeding



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



     Section 10.2. Amendment.



     (a) This Trust Agreement may be amended from time to time without the
consent of any Holder of the Capital Securities, (i) by the Holder of the
Common Securities 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) by the Holder of the Common Securities to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Issuer Trust will not be classified for
United States Federal income tax purposes as an association taxable as a
corporation or as other than a grantor trust at any time that any Trust
Securities are Outstanding or to ensure that the Issuer Trust will not be
required to register as an investment company under the 1940 Act, or (iii) by a
Relevant Trustee pursuant to Section 8.11; provided, however, that in any case
(i), (ii) (iii) such action shall not adversely affect in any material respect
the interests of the Holder of any Outstanding Capital Security, and any such
amendments of this Trust Agreement shall become effective when notice thereof
is given to the Holders.



     (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Holder of the Common Securities with (i)
the consent of Holders of at least a majority in aggregate Liquidation Amount
of the Outstanding Trust Securities and (ii) receipt by the Issuer Trustees of
an Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Issuer Trustees in accordance with such amendment will not
affect the Issuer Trust’s status as a grantor trust or cause the Issuer Trust
to be an association taxable as a corporation for United States Federal income
tax purposes or the Issuer 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 the Holder of each Outstanding Capital
Security affected thereby, this Trust Agreement may not be amended to (i)
reduce the amount or change the timing of any Distribution, Liquidation Amount
or other amount required to be paid on a Capital Security as of a specified
date, (ii) restrict the right of a Holder of Capital Securities to institute
suit for the enforcement of any such payment on such Holder’s Capital
Securities on or after such date, (iii) reduce the percentage in Liquidation
Amount of the Outstanding Capital Securities the consent of whose Holders is
required for any amendment pursuant to Section 6.1(c) or (d) or Section 10.2(b)
or (iv) modify any of the provisions of Section 6.1(c) or (d) or this Section
10.2(c) except to increase any percentage referenced in clause (iii) or to
provide that other provisions besides those referenced in this Section 10.2(c)
may not be modified without the consent of the Holder of each Outstanding
Capital Security affected thereby (provided that this




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clause (iv) shall not require the consent of any Holder with respect to
changes in references to the Issuer Trustees or any of them and concomitant
changes herein, or the deletion of this proviso, in accordance with the
requirements of Section 8.9 or 8.11 or as otherwise necessary to facilitate the
administration of the trusts hereunder by more than one Property Trustee (or
other Issuer Trustee) appointed pursuant hereto).



     (d) Notwithstanding any other provisions of this Trust Agreement, no
Issuer Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Issuer Trust to be classified as an association
taxable as a corporation or not to be a grantor trust for United States Federal
income tax purposes or to fail or cease to qualify for the exemption from
status of an investment company under the 1940 Act.



     (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 or liability on the
Depositor.



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



     (g) No amendment to this Trust Agreement that affects the Property
Trustee’s or the Delaware Trustee’s rights, duties or immunities under this
Trust Agreement or would otherwise expose the Property Trustee to any liability
or be contrary to applicable law shall be adopted unless the prior written
consent to such amendment be received by the Depositor from the Property
Trustee or the Delaware Trustee, as the case may be. The Property Trustee shall
be entitled to receive an Opinion of Counsel and an Officers’ Certificate
stating that any amendment to this Trust Agreement is in compliance with this
Trust Agreement.



     Section 10.3. Separability.



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



     Section 10.4. Governing Law.



     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
HOLDERS, THE ISSUER TRUST AND THE ISSUER TRUSTEES WITH RESPECT TO THIS TRUST
AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.



     THE PROVISIONS OF SECTION 3540 AND SECTION 3561 OF TITLE 12 OF THE
DELAWARE CODE SHALL NOT APPLY TO THIS ISSUER TRUST.



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     Section 10.5. Payments Due on Non-Business Day.



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



     Section 10.6. Successors.



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



     Section 10.7. Headings.



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



     Section 10.8. Reports, Notices and Demands.



     Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of Capital Securities, to such Holder as such Holder’s name and address may
appear on the Securities Register, and (b) in the case of the Holder of the
Common Securities or the Depositor, to The Goldman Sachs Group, Inc., 85 Broad
Street, New York, New York 10004, Attention: Corporate Treasury – Debt
Administration, facsimile no.: 212-902-3325. Such notice, demand or other
communication to or upon a Holder shall be deemed to have been sufficiently
given or made, for all purposes, upon hand delivery, mailing or transmission.



     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
Issuer Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Issuer Trust) as follows: (a) with respect to the Property
Trustee, to The Bank of New York, 101 Barclay Street, Floor 21W, 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 19711, and (c) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor,



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marked “Attention Administrative Trustees of Goldman Sachs Capital I”.
Such notice, demand or other communication to or upon the Issuer Trust or the
Property Trustee shall be deemed to have been sufficiently given or made only
upon actual receipt of the writing by the Issuer Trust or the Property Trustee.



     Section 10.9. Agreement Not to Petition.



     Each of the Issuer Trustees and the Depositor agree for the benefit of the
Holders that, until at least one year and one day after the Issuer Trust has
been terminated in accordance with Article Nine, they shall not file, or join
in the filing of, a petition against the Issuer Trust under any bankruptcy,
insolvency, reorganization or other similar law (including, without limitation,
the United States Bankruptcy Code) (collectively, “Bankruptcy Laws”) or
otherwise join in the commencement of any proceeding against the Issuer Trust
under any Bankruptcy Law. In the event the Depositor takes action in violation
of this Section 10.9, the Property Trustee agrees, for the benefit of Holders,
that at the expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Issuer Trust or the commencement of such action and
raise the defense that the Depositor has agreed in writing not to take such
action and should be stopped and precluded therefrom and such other defenses,
if any, as counsel for the Issuer Trustees or the Issuer Trust may assert. The
provisions of this Section 10.9 shall survive the termination of this Trust
Agreement.



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



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



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



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



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



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     Section 10.11. 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 HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR
FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE
BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST
SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT
TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE
INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, SUCH HOLDER
AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE
BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH HOLDER
AND SUCH OTHERS.



     Section 10.12. Counterparts.



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



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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     In Witness Whereof, the undersigned have executed this Amended and
Restated Trust Agreement as of the date first above written.



	 	 	 	 	 
	 	 	The Goldman Sachs Group, Inc.
	 
	 	 	 	 
	

	 	By
	 	/s/ Veronica Foo
	

	 	 	 	
 
	

	 	 	 	Name: Veronica Foo
	

	 	 	 	Title: Assistant Treasurer
	 
	 	 	 	 
	 	 	The Bank of New York,
	 	 	as Property Trustee
	 
	 	 	 	 
	

	 	By
	 	/s/ Thomas E. Tabor
	

	 	 	 	
 
	

	 	 	 	Name: Thomas E. Tabor
	

	 	 	 	Title: Vice President
	 
	 	 	 	 
	 	 	The Bank of New York (Delaware),
	 	 	as Delaware Trustee
	 
	 	 	 	 
	

	 	By
	 	/s/ William T. Lewis
	

	 	 	 	
 
	

	 	 	 	Name: William T. Lewis
	

	 	 	 	Title: Sr. Vice President
	 
	 	 	 	 
	

	 	By
	 	/s/ Amol Naik
	

	 	 	 	
 
	

	 	 	 	Name: Amol Naik
	

	 	 	 	as Administrative Trustee
	 
	 	 	 	 
	

	 	By
	 	/s/ David Weil
	

	 	 	 	
 
	

	 	 	 	Name: David Weil
	

	 	 	 	as Administrative Trustee
	 
	 	 	 	 
	

	 	By
	 	/s/ Veronica Foo
	

	 	 	 	
 
	

	 	 	 	Name: Veronica Foo
	

	 	 	 	as Administrative Trustee







 









 






EXHIBIT A




CERTIFICATE OF TRUST




OF




GOLDMAN SACHS CAPITAL I




     This Certificate of Trust of Goldman Sachs Capital I (the “Trust”), dated
as of, is being duly executed and filed by the undersigned, as trustees, to
form a statutory trust under the Delaware Statutory Trust Act (12 Del. C.
Section 3801 et seq.).



     1. Name. The name of the business trust being formed hereby is Goldman
Sachs Capital I.



     2. Delaware Trustee. The name and business address of the trustee of the
Trust, with a principal place of business in the State of Delaware, are The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.



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



     In Witness Whereof, the undersigned have duly executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act as of the date first
above written.



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK (DELAWARE), not in its
	 	 	individual capacity, but solely as Trustee
	 
	 	 	 	 
	

	 	By:
	 	     /s/ William T. Lewis
	

	 	 	 	
 
	

	 	 	 	Name: William T. Lewis
	

	 	 	 	Title: Sr. Vice President







A-1









 






EXHIBIT B




[FORM OF COMMON SECURITIES CERTIFICATE]




THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE

WITH SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY IN

CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT

OF THE EXPENSE AGREEMENT REFERRED TO THEREIN




	 	 	 
	CERTIFICATE NUMBER

	 	NUMBER OF COMMON SECURITIES
	C-
	 	
 







CERTIFICATE EVIDENCING COMMON SECURITIES




OF




GOLDMAN SACHS CAPITAL I




6.345% COMMON SECURITIES

(LIQUIDATION AMOUNT $1,000 PER COMMON SECURITY)




     Goldman Sachs Capital I, a statutory trust created under the laws of the
State of Delaware (the “Issuer Trust”), hereby certifies that The Goldman Sachs
Group, Inc., a Delaware corporation (the “Holder”), is the registered holder of
[     ] ([     ]) 6.345% common securities of the Issuer Trust, representing
undivided beneficial interests in the assets of the Issuer Trust and designated
the 6.345% Common Securities (liquidation amount $1,000 per Common Security)
(the “Common Securities”). Except as provided in Section 5.11 of the Trust
Agreement (as defined below), the Common Securities are not transferable and
any attempted transfer hereof shall be null and void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Amended and Restated Trust Agreement of the
Issuer Trust, dated as of February 20, 2004, as the same may be amended from
time to time (the “Trust Agreement”), including the designation of the terms of
the Common Securities as set forth therein. The Issuer Trust will furnish a
copy of the Trust Agreement to the Holder without charge upon written request
to the Issuer Trust at its principal place of business.



     BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE TRUST AGREEMENT AND IS ENTITLED TO THE BENEFITS THEREUNDER.



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



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     In Witness Whereof, the undersigned Administrative Trustee of the Issuer
Trust has executed this certificate as of the    day of February, 2004.



	 	 	 	 	 
	 	 	Goldman Sachs Capital I
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	    Administrative Trustee







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EXHIBIT C




[FORM OF CAPITAL SECURITIES CERTIFICATE]




     NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975
OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”),
NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN
ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”)
96-23, 95-60, 91-38, 90-1 OR 84-14 (OR ANOTHER APPLICABLE EXEMPTION) WITH
RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY
OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING THEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS
NOT PURCHASING THIS SECURITY ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN OR
(B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96-23, 95-60,
91-38, 90-1 OR 84-14 (OR ANOTHER APPLICABLE EXEMPTION) WITH RESPECT TO SUCH
PURCHASE OR HOLDING.



     This Capital Security is a Global Capital Securities Certificate within
the meaning of the Trust Agreement hereinafter referred to and is registered in
the name of a clearing agency or a nominee thereof. This Capital Security may
not be exchanged in whole or in part for a Capital Security registered, and no
transfer of this Capital Security in whole or in part may be registered, in the
name of any person other than such clearing agency or a nominee thereof, except
in the limited circumstances described in the Trust Agreement.



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



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	CERTIFICATE NUMBER

	 	NUMBER OF CAPITAL SECURITIES
	P-

	 	[    ] [    ]







CUSIP NO. [   ]




CERTIFICATE EVIDENCING CAPITAL SECURITIES




OF




GOLDMAN SACHS CAPITAL I




6.345% CAPITAL SECURITIES




(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)




     Goldman Sachs Capital I, a statutory trust created under the laws of the
State of Delaware (the “Issuer Trust”), hereby certifies that [     ]
(the “Holder”) is the registered owner of [     ] ([
     ]) 6.345% capital securities of the Issuer Trust representing an undivided
preferred beneficial interest in the assets of the Issuer Trust and designated
the Goldman Sachs Capital I 6.345% Capital Securities (liquidation amount
$1,000 per Capital Security) (the “Capital Securities”). The Capital Securities
are transferable on the books and records of the Issuer Trust, in person or by
a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.5 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities are set forth in, and this certificate and the Capital Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Issuer
Trust, dated as of February 20, 2004, as the same may be amended from time to
time (the “Trust Agreement”), including the designation of the terms of Capital
Securities as set forth therein. The Holder is entitled to the benefits of the
Guarantee Agreement entered into by The Goldman Sachs Group, Inc., a Delaware
corporation, and The Bank of New York, as guarantee trustee, dated as of
February 20, 2004, as amended from time to time (the “Guarantee”), to the
extent provided therein. The Issuer Trust will furnish a copy of the Trust
Agreement and the Guarantee to the Holder without charge upon written request
to the Issuer Trust at its principal place of business or registered office.



     BY RECEIPT AND ACCEPTANCE OF THIS CERTIFICATE, THE HOLDER AGREES TO BE
BOUND BY THE TRUST AGREEMENT AND IS ENTITLED TO THE BENEFITS THEREUNDER.



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     In Witness Whereof, the undersigned Administrative Trustee of the Issuer
Trust has executed this certificate as of the    day of February, 2004.



	 	 	 	 	 
	 	 	Goldman Sachs Capital I
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	 	
 
	

	 	 	 	Name:
	

	 	 	 	    Administrative Trustee







C-3









 






ASSIGNMENT




     For Value Received, the undersigned assigns and transfers this Capital
Security to:



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




(Insert address and zip code of assignee)




and irrevocably appoints



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



Date:                     




Signature:







(Sign exactly as your name appears on the other side of this Capital Securities Certificate)




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



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EXHIBIT D




[EXPENSE AGREEMENT]





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