exv4w1



 




EXHIBIT 4.1







AMENDED AND RESTATED



TRUST AGREEMENT



AMONG



LINCOLN NATIONAL CORPORATION, AS DEPOSITOR,



BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,

AS PROPERTY TRUSTEE,

BANK ONE DELAWARE, INC.,

AS DELAWARE TRUSTEE,



AND



THE ADMINISTRATIVE TRUSTEES NAMED HEREIN



DATED AS OF SEPTEMBER 11, 2003



LINCOLN NATIONAL CAPITAL VI










 






 





Table of Contents




	 	 	 	 	 	 
	ARTICLE I. Defined Terms
	 	 	1	 
	 	Section 1.1 Definitions
	 	 	1	 
	ARTICLE II. Establishment of the Trust
	 	 	9	 
	 	Section 2.1 Name
	 	 	9	 
	 	Section 2.2 Office of the Delaware Trustee; Principal Place of Business
	 	 	9	 
	 	Section 2.3 Initial Contribution of Trust Property; Organizational Expenses
	 	 	9	 
	 	Section 2.4 Issuance of the Preferred Securities
	 	 	9	 
	 	Section 2.5 Issuance of the Common Securities; Subscription and Purchase of Debentures
	 	 	9	 
	 	Section 2.6 Declaration of Trust
	 	 	10	 
	 	Section 2.7 Authorization to Enter into Certain Transactions
	 	 	10	 
	 	Section 2.8 Assets of Trust
	 	 	13	 
	 	Section 2.9 Title to Trust Property
	 	 	14	 
	ARTICLE III. Payment Account
	 	 	14	 
	 	Section 3.1 Payment Account
	 	 	14	 
	ARTICLE IV. Distributions; Redemption
	 	 	14	 
	 	Section 4.1 Distributions
	 	 	14	 
	 	Section 4.2 Redemption
	 	 	15	 
	 	Section 4.3 Subordination of Common Securities
	 	 	17	 
	 	Section 4.4 Payment Procedures
	 	 	17	 
	 	Section 4.5 Tax Returns and Reports
	 	 	18	 
	 	Section 4.6 Payment of Taxes, Duties, Etc. of the Trust
	 	 	18	 
	 	Section 4.7 Payments under Indenture
	 	 	18	 
	ARTICLE V. Trust Securities Certificates
	 	 	18	 
	 	Section 5.1 Initial Ownership
	 	 	18	 
	 	Section 5.2 The Trust Securities Certificates
	 	 	18	 
	 	Section 5.3 Execution and Delivery of Trust Securities Certificates
	 	 	19	 
	 	Section 5.4 Registration of Transfer and Exchange of Preferred Securities Certificates
	 	 	19	 
	 	Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates
	 	 	20	 
	 	Section 5.6 Persons Deemed Securityholders
	 	 	20	 
	 	Section 5.7 Access to List of Securityholders’ Names and Addresses
	 	 	20	 
	 	Section 5.8 Maintenance of Office or Agency
	 	 	20	 
	 	Section 5.9 Appointment of Paying Agent
	 	 	21	 
	 	Section 5.10 Ownership of Common Securities by Depositor
	 	 	21	 
	 	Section 5.11 Book-Entry Preferred Securities Certificates; Common Securities
Certificate
	 	 	21	 
	 	Section 5.12 Notices to Clearing Agency
	 	 	22	 
	 	Section 5.13 Definitive Preferred Securities Certificates
	 	 	23	 
	 	Section 5.14 Rights of Securityholders
	 	 	23	 



 






 




	 	 	 	 	 	 
	ARTICLE VI. Acts of Securityholders; Meetings; Voting
	 	 	24	 
	 	Section 6.1 Limitations on Voting Rights
	 	 	24	 
	 	Section 6.2 Notice of Meetings
	 	 	25	 
	 	Section 6.3 Meetings of Preferred Securityholders
	 	 	25	 
	 	Section 6.4 Voting Rights
	 	 	25	 
	 	Section 6.5 Proxies, etc.
	 	 	26	 
	 	Section 6.6 Securityholder Action by Written Consent
	 	 	26	 
	 	Section 6.7 Record Date for Voting and Other Purposes
	 	 	26	 
	 	Section 6.8 Acts of Securityholders
	 	 	26	 
	 	Section 6.9 Inspection of Records
	 	 	27	 
	ARTICLE VII. Representations and Warranties
	 	 	28	 
	 	Section 7.1 Representations and Warranties of the Bank, the Property Trustee
and the Delaware Trustee
	 	 	28	 
	 	Section 7.2 Representations and Warranties of Depositor
	 	 	29	 
	ARTICLE VIII. The Trustees
	 	 	29	 
	 	Section 8.1 Certain Duties and Responsibilities
	 	 	29	 
	 	Section 8.2 Certain Notices
	 	 	31	 
	 	Section 8.3 Certain Rights of Property Trustee
	 	 	31	 
	 	Section 8.4 Not Responsible for Recitals or Issuance of Securities
	 	 	33	 
	 	Section 8.5 May Hold Securities
	 	 	33	 
	 	Section 8.6 Compensation; Indemnity; Fees
	 	 	33	 
	 	Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees
	 	 	34	 
	 	Section 8.8 Conflicting Interests
	 	 	34	 
	 	Section 8.9 Co-Trustees and Separate Trustee
	 	 	34	 
	 	Section 8.10 Resignation and Removal; Appointment of Successor
	 	 	36	 
	 	Section 8.11 Acceptance of Appointment by Successor
	 	 	37	 
	 	Section 8.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	38	 
	 	Section 8.13 Preferential Collection of Claims Against Depositor or Trust
	 	 	38	 
	 	Section 8.14 Reports by Property Trustee
	 	 	38	 
	 	Section 8.15 Reports to the Property Trustee
	 	 	39	 
	 	Section 8.16 Evidence of Compliance with Conditions Precedent
	 	 	39	 
	 	Section 8.17 Number of Trustees
	 	 	39	 
	 	Section 8.18 Delegation of Power
	 	 	40	 
	ARTICLE IX. Termination, Liquidation and Merger
	 	 	40	 
	 	Section 9.1 Termination Upon Expiration Date
	 	 	40	 
	 	Section 9.2 Early Termination
	 	 	40	 
	 	Section 9.3 Termination
	 	 	41	 
	 	Section 9.4 Liquidation
	 	 	41	 
	 	Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Trust
	 	 	42	 
	ARTICLE X. Miscellaneous Provisions
	 	 	43	 
	 	Section 10.1 Limitation of Rights of Securityholders
	 	 	43	 
	 	Section 10.2 Amendment
	 	 	43	 



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	 	Section 10.3 Separability
	 	 	44	 
	 	Section 10.4 Governing Law
	 	 	45	 
	 	Section 10.5 Payments Due on Non-Business Day
	 	 	45	 
	 	Section 10.6 Successors
	 	 	45	 
	 	Section 10.7 Headings
	 	 	45	 
	 	Section 10.8 Reports, Notices and Demands
	 	 	45	 
	 	Section 10.9 Agreement Not to Petition
	 	 	46	 
	 	Section 10.10 Trust Indenture Act; Conflict with Trust Indenture Act
	 	 	46	 
	 	Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture
	 	 	46	 
	EXHIBITS
	 	 	 	 
	Exhibit A — Certificate of Trust of Lincoln National Capital VI
	 	 	 	 
	Exhibit B — Form of Certificate Depository Agreement with DTC
	 	 	 	 
	Exhibit C — Form of Common Securities Certificate
	 	 	 	 
	Exhibit D — Form of Agreement as to Expenses and Liabilities
	 	 	 	 
	Exhibit E — Form of Preferred Securities Certificate
	 	 	 	 



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LINCOLN NATIONAL CAPITAL VI

CERTAIN SECTIONS OF THIS TRUST AGREEMENT RELATING TO

SECTIONS 310 THROUGH 318 OF THE TRUST INDENTURE ACT OF 1939:




	 	 	 	 	 	 	 	 	 
	TRUST INDENTURE	 	TRUST
	ACT SECTION	 	AGREEMENT SECTION
	
	 	

	§ 310
	 	 	(a	)(1)	 	 	8.7	 
	 
	 	 	(a	)(2)	 	 	8.7	 
	 
	 	 	(a	)(3)	 	 	8.9	 
	 
	 	 	(a	)(4)	 	 	2.7(a)(ii)	 
	 
	 	 	(b	)	 	 	8.8	 
	§ 311
	 	 	(a	)	 	 	8.13	 
	 
	 	 	(b	)	 	 	8.13	 
	§ 312
	 	 	(a	)	 	 	5.7	 
	 
	 	 	(b	)	 	 	5.7	 
	 
	 	 	(c	)	 	 	5.7	 
	§ 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)	 
	 
	 	 	(d	)	 	               
8.1, 8.3
	 
	 	 	(e	)	 	Not Applicable
	§ 316
	 	 	(a	)	 	Not Applicable
	 
	 	 	(a	)(1)(A)	 	Not Applicable
	 
	 	 	(a	)(1)(B)	 	Not Applicable
	 
	 	 	(a	)(2)	 	Not Applicable
	 
	 	 	(b	)	 	Not Applicable
	 
	 	 	(c	)	 	 	6.7	 
	§ 317
	 	 	(a	)(1)	 	Not Applicable
	 
	 	 	(a	)(2)	 	Not Applicable
	 
	 	 	(b	)	 	 	5.9	 
	§ 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.


 






 


     AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 11, 2003,
among (i) Lincoln National Corporation, an Indiana corporation (including any
successors or assigns, the “Depositor”), (ii) Bank One Trust Company, National
Association, a national banking association, as property trustee (the “Property
Trustee” and, in its separate corporate capacity and not in its capacity as
Property Trustee, the “Bank”), (iii) Bank One Delaware, Inc., as Delaware
trustee (in such capacity, “Delaware Trustee”), (iv) Frederick Crawford, an
individual, and James Cruickshank, an individual each of whose address is c/o
Lincoln National Corporation, 1500 Market Street, Suite 3900, Philadelphia,
Pennsylvania 19102-2112 (each, an “Administrative Trustee” and collectively,
the “Administrative Trustees”) (the Property Trustee, the Delaware Trustee and
the Administrative Trustees referred to collectively as the “Trustees”) and (v)
the several Holders, as hereinafter defined.


Witnesseth



     WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a statutory trust pursuant to the Delaware Statutory
Trust Act (formerly the Delaware Business Trust Act) by the entering into that
certain Trust Agreement, dated as of April 20, 1998 (the “Original Trust
Agreement”), and by the execution and filing with the Secretary of State of the
State of Delaware of the Certificate of Trust, filed on April 20, 1998,
attached as Exhibit A; and


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


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


ARTICLE I.



DEFINED TERMS



Section 1.1 Definitions.



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


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


 






 


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


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


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


     “Act” has the meaning specified in Section 6.8.


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


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


     “Administrative Trustee” means each of Frederick Crawford and James
Cruickshank, solely in such Person’s capacity as Administrative Trustee of the
Trust formed and continued hereunder and not in such Person’s individual
capacity, or such Administrative Trustee’s successor in interest in such
capacity, or any successor trustee appointed as herein provided.


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


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


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


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


     (b)  the institution by such Person of proceedings to be adjudicated
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,


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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 Company to which authority to act on behalf of the Board of
Directors has been delegated, and to be in full force and effect on the date of
such certification, and delivered to the Trustees.


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


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


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


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


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


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


-3-






 


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


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


     “Corporate Trust Office” means the principal office of the Property
Trustee located in Chicago, Illinois.


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


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


     “Debenture Trustee” means Bank One Trust Company, National Association, a
national banking association organized and any successor thereto.


     “Debentures” means the aggregate principal amount of the Depositor’s 6.75%
Junior Subordinated Deferrable Interest Debentures, Series F, issued pursuant
to the Indenture.


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


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


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


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


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


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


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


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


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


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


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


     (e)  the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property
Trustee within 60 days thereof.


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


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


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


     “Indenture” means the Junior Subordinated Indenture, dated as of May 1,
1996, between the Depositor and the Debenture Trustee, as trustee, as amended
or supplemented from time to time.


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


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


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


-5-






 


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


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


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


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


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


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


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


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


     “Opinion of Counsel” means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, but not an
employee of any thereof, and who shall be reasonably acceptable to the Property
Trustee.


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


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


     (a)  Preferred Securities theretofore cancelled by the Property Trustee or
delivered to the Property Trustee for cancellation;


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


-6-






 


     (c)  Preferred Securities which have been paid or in exchange for or in
lieu of which other Preferred Securities have been executed and delivered
pursuant to Sections 5.4, 5.5, 5.11 and 5.13;


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


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


     “Paying Agent” means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be 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 Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 4.1 and
4.2.


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


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


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


     “Property Trustee” means the commercial bank or trust company identified
as the “Property Trustee” in the preamble to this Trust Agreement solely in its
capacity as Property Trustee of the


-7-






 


Trust heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor property trustee appointed as herein provided.


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


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


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


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


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


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


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


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


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


     “Trust Property” means (a) the Debentures, (b) the rights of the Property
Trustee under the Guarantee, (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 Security” means any one of the Common Securities or the Preferred
Securities.


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


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


     “Underwriting Agreement” means the Underwriting Agreement, dated as of
September 4, 2003, among the Trust, the Depositor and the Underwriters named
therein, including the Pricing Agreement of even date therewith, among such
parties and incorporating the terms of such Underwriting Agreement.


ARTICLE II.



ESTABLISHMENT OF THE TRUST



Section 2.1 Name.



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


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



     The address of the Delaware Trustee in the State of Delaware is c/o Bank One Delaware, Inc.,
Three Christiana Centre, 201 North Walnut Street, Wilmington, Delaware 19801, or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Depositor. The principal executive office of the Trust is c/o Lincoln National
Corporation, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania
19102-2112.


Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.



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


Section 2.4 Issuance of the Preferred Securities.



     On September 4, 2003, the Depositor, on behalf of the Trust and pursuant
to the Original Trust Agreement, executed and delivered the Underwriting
Agreement. Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Underwriters named in the
Underwriting Agreement Preferred Securities Certificates, registered in
accordance with


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instructions by such Underwriters, in an aggregate amount of
6,000,000 Preferred Securities having an aggregate Liquidation Amount of
$150,000,000, against receipt of such aggregate purchase price of such
Preferred Securities of $150,000,000, which amount the Administrative Trustee
shall promptly deliver in accordance with instructions provided by such
Underwriters.


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



     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute in accordance
with Section 5.2 and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount of 185,600
Common Securities having an aggregate Liquidation Amount of $4,640,000 against
payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Trust and having
an aggregate principal amount equal to $154,640,000, and, in satisfaction of
the purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $154,640,000.


Section 2.6 Declaration of Trust.



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


Section 2.7 Authorization to Enter into Certain Transactions.



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


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	 	          (i) As among the Trustees, each Administrative Trustee shall
have the power and authority to act on behalf of the Trust with
respect to the following matters:
	 	 
	 	               (A) the issuance and sale of the Trust Securities;
	 	 
	 	               (B) to cause the Trust to enter into, and to execute, deliver
and perform on behalf of the Trust, the Expense Agreement and the
Certificate Depository Agreement and such other agreements as may
be necessary or desirable in connection with the purposes and
function of the Trust;
	 	 
	 	               (C) assisting in the registration of the Preferred Securities
under the Securities Act of 1933, as amended, and under state
securities or blue sky laws, and the qualification of this Trust
Agreement as a trust indenture under the Trust Indenture Act;
	 	 
	 	               (D) assisting in the listing of the Preferred Securities upon
such securities exchange or exchanges as shall be determined by the
Depositor and the registration of the Preferred Securities under
the Securities Exchange Act of 1934, as amended, and the
preparation and filing of all periodic and other reports and other
documents pursuant to the foregoing;
	 	 
	 	               (E) the sending of notices (other than notices of default) and
other information regarding the Trust Securities and the Debentures
to the Securityholders in accordance with this Trust Agreement;
	 	 
	 	               (F) the appointment of a Paying Agent, authenticating agent
and Securities Registrar in accordance with this Trust Agreement;
	 	 
	 	               (G) registering transfer of the Trust Securities in accordance
with this Trust Agreement;
	 	 
	 	               (H) to the extent provided in this Trust Agreement, the
winding up of the affairs of and liquidation of the Trust and the
preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of Delaware;
	 	 
	 	               (I) unless otherwise determined by the Depositor, the Property
Trustee or the Administrative Trustees, or as otherwise required by
the Delaware Statutory Trust Act or the Trust Indenture Act, to
execute on behalf of the Trust (either acting alone or together
with any or all of the Administrative Trustees) any documents that the Administrative Trustees have the power to
execute pursuant to this Trust Agreement; and
	 	 
	 	               (J) the taking of any action incidental to the foregoing as
the Trustees may from time to time determine is necessary or
advisable to give effect to the terms of this Trust Agreement for
the benefit of the Securityholders





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	 	(without consideration of the
effect of any such action on any particular Securityholder).
	 	 
	 	          (ii) As among the Trustees, the Property Trustee shall have the
power, duty and authority to act on behalf of the Trust with respect to
the following matters:
	 	 
	 	               (A) the establishment of the Payment Account;

	 	 
	 	               (B) the receipt of the Debentures;
	 	 
	 	               (C) the collection of interest, principal and any other
payments made in respect of the Debentures in the Payment Account;
	 	 
	 	               (D) the distribution of amounts owed to the Securityholders in
respect of the Trust Securities;
	 	 
	 	               (E) the exercise of all of the rights, powers and privileges
of a holder of the Debentures;
	 	 
	 	               (F) the sending of notices of default and other information
regarding the Trust Securities and the Debentures to the
Securityholders in accordance with this Trust Agreement;
	 	 
	 	               (G) the distribution of the Trust Property in accordance with
the terms of this Trust Agreement;
	 	 
	 	               (H) to the extent provided in this Trust Agreement, the
winding up of the affairs of and liquidation of the Trust and the
preparation, execution and filing of the certificate of
cancellation with the Secretary of State of the State of Delaware;
	 	 
	 	               (I) after an Event of Default the taking of any action
incidental to the foregoing as the Property Trustee may from time
to time determine is necessary or advisable to give effect to the
terms of this Trust Agreement and protect and conserve the Trust
Property for the benefit of the Securityholders (without
consideration of the effect of any such action on any particular
Securityholder);
	 	 
	 	               (J) registering transfers of the Trust Securities in
accordance with this Trust Agreement; and
	 	 
	 	               (K) except as otherwise provided in this Section 2.7(a)(ii),
the Property Trustee shall have none of the duties, liabilities,
powers or the authority of the Administrative Trustees set forth in
Section 2.7(a)(i).
	 	 




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

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expressly provided herein or contemplated
hereby. In particular, the Trustees shall not cause the Trust to (i) acquire
any investments or engage in any activities not authorized by this Trust
Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or
otherwise dispose of any of the Trust Property or interests therein, including
to Securityholders, except as expressly provided herein, (iii) take any action
that would cause the Trust to fail or cease to qualify as a “grantor trust” for
United States Federal income tax purposes, (iv) incur any indebtedness for
borrowed money or issue any other debt or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.


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


          (i) the preparation and filing by the Trust with the Commission and
the execution on behalf of the Trust of a registration statement on the
appropriate form in relation to the Preferred Securities, including any
amendments thereto;



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



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



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



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



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



     (d)  Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an “investment
company” required to be registered under the


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Investment Company Act of 1940, as
amended, and will be classified as a “grantor trust” and not as a corporation
for United States Federal income tax purposes and so that the Debentures will
be treated as indebtedness of the Depositor for United States Federal income
tax purposes. In this connection, the Depositor and the Administrative
Trustees are authorized to take any action, not inconsistent with applicable
law, the Certificate of Trust or this Trust Agreement, that each of the
Depositor and the Administrative Trustees determines in their discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the holders of the
Preferred Securities.


Section 2.8 Assets of Trust.



     The assets of the 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 Trust and the Securityholders in
accordance with this Trust Agreement.


ARTICLE III.



PAYMENT ACCOUNT



Section 3.1 Payment Account.



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


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



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ARTICLE IV.



DISTRIBUTIONS; REDEMPTION



Section 4.1 Distributions.



     (a)  Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accrue from September 11, 2003,
and, except in the event that the Depositor exercises its right to defer the
payment of interest on the Debentures pursuant to the Indenture, shall be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing on December 31, 2003. If any date on which a
Distribution is otherwise payable on the Trust Securities is not a Business
Day, then the payment of such Distribution shall be made on the next succeeding
day that is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, payment of such Distribution shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date (each date on which distributions are payable in
accordance with this Section 4.1(a), a “Distribution Date”).


     (b)  The Trust Securities represent undivided beneficial interests in the
Trust Property, and, as a practical matter, the Distributions on the Trust
Securities shall be payable at a rate of 6.75% per annum of the Liquidation
Amount of the Trust Securities. The amount of Distributions payable for any
full period shall be computed on the basis of a 360-day year of twelve 30-day
months. The amount of Distributions for any partial period shall be computed
on the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. The amount of Distributions payable for any period shall include the
Additional Amounts, if any.


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


     (d)  Distributions on the Trust Securities with respect to a Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to such Distribution Date; provided, however, that in
the event that the Preferred Securities do not remain in book-entry-only form,
the relevant record date shall be the date 15 days prior to the relevant
Distribution Date.


Section 4.2 Redemption.



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


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



		
	 	     (i)    the Redemption Date;
	 
	 	     (ii)   the Redemption Price;
	 
	 	     (iii)  the CUSIP number;
	 
	 	     (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; and
	 
	 	     (v)  that on the Redemption Date the Redemption Price will become due
and payable upon each such Trust Security to be redeemed and that
distributions thereon will cease to accrue on and after said date.



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


     (d)  If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry-only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the holders thereof.
If the Preferred Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Preferred Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Register
for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price and
any Distribution payable on or prior to the Redemption Date, but without
interest, and such Securities will cease to be outstanding. In the event that
any date on which any Redemption Price is payable is not a Business Day, then
payment of the Redemption Price payable on such date will be made on the next
succeeding day that is a Business Day (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


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the immediately preceding Business Day, in each case, with the same force
and effect as if made on such date. In the event that payment of the
Redemption Price in respect of any Trust Securities called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee, Distributions on such Trust Securities
will continue to accrue, at the then applicable rate, from the Redemption Date
originally established by the Trust for such Trust Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will
be the date fixed for redemption for purposes of calculating the Redemption
Price.


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


     (f)  Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $25 or an integral multiple of $25 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $25. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and,
in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the Liquidation Amount of Preferred Securities that has been or is to be
redeemed.


Section 4.3 Subordination of Common Securities.



     (a)  Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made, subject to Section 4.2(f), pro rata among the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however, that if on any Distribution Date or Redemption Date any
Event of Default resulting from a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods


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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
Preferred 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 Additional Amounts, if
applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.


     (b)  In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities has been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not the Holder of the Common Securities, and only
the Holders of the Preferred Securities will have the right to direct the
Property Trustee to act on their behalf.


Section 4.4 Payment Procedures.



     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which shall credit the relevant Persons’ accounts at such
Clearing Agency on the applicable distribution dates. Payments in respect of
the Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Common Securityholder.


Section 4.5 Tax Returns and Reports.



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


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



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


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Section 4.7 Payments under Indenture.



     Any amount payable hereunder to any Holder of Preferred Securities (and
any Owner with respect thereto) shall be reduced by the amount of any
corresponding payment such Holder (and Owner) has directly received pursuant to
Section 5.8 of the Indenture.


ARTICLE V.



TRUST SECURITIES CERTIFICATES



Section 5.1 Initial Ownership.



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


Section 5.2 The Trust Securities Certificates.



     The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in
denominations of $25 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by
manual signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the manual signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the 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 Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee’s name pursuant to Sections 5.4, 5.11
and 5.13.


Section 5.3 Execution and Delivery of Trust Securities Certificates.



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


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



     The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the “Securities Register”) in


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which, the registrar designated by the Depositor (the “Securities
Registrar”), subject to such reasonable regulations as it may prescribe, shall
provide for the registration of Preferred Securities Certificates and Common
Securities Certificates (subject to Section 5.10 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of
Preferred Securities Certificates as herein provided. The Bank shall be the
initial Securities Registrar.


     Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee
or Trustees.


     The Securities Registrar shall not be required to register the transfer of
any Preferred Securities that have been called for redemption. At the option
of a Holder, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.8.


     Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Property Trustee and the
Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Property Trustee in accordance with its customary practice.


     No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.


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



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


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conclusive evidence of an undivided beneficial interest in the assets of
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.


Section 5.6 Persons Deemed Securityholders.



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


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



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


Section 5.8 Maintenance of Office or Agency.



     The Administrative Trustees shall maintain in Chicago, Illinois, an office
or offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate Bank One Trust
Company, National Association, 1 Bank One Plaza, Mail Code IL1-0823, Chicago,
Illinois 60670-0823; Attention: Global Corporate Trust Services, as its
principal corporate trust office for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.


Section 5.9 Appointment of Paying Agent.



     The Paying Agent shall make distributions to Securityholders from the
Payment Account and shall report the amounts of such distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying
Agent shall initially be the Bank, and any co-paying agent chosen by the Bank,
and acceptable to the Administrative Trustees and the Depositor. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days’ written notice to the Administrative Trustees, the Property Trustee and
the Depositor. In the event that the Bank shall no longer be the Paying Agent
or a successor Paying Agent shall resign or its authority to act be revoked,
the Administrative Trustees shall appoint a successor that is acceptable to the
Property Trustee and the Depositor to act as Paying Agent (which shall be a
bank or trust company). The Administrative Trustees shall cause such


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successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying
Agent shall return all unclaimed funds to the Property Trustee and upon 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 Agreement to
the Paying Agent shall include any co-paying agent unless the context requires
otherwise.


Section 5.10 Ownership of Common Securities by Depositor.



     At the Time of Delivery, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, other than a transfer in connection with a consolidation or merger of
the Depositor into another corporation, or any conveyance, transfer or lease by
the Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the
Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating “THIS CERTIFICATE IS NOT TRANSFERABLE”.


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



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



		
	 	     (i) the provisions of this Section 5.11(a) shall be in full force
and effect;
	 
	 	     (ii) the Securities Registrar and the Trustees shall be entitled to
deal with the Clearing Agency for all purposes of this Trust Agreement
relating to the Book-Entry Preferred Securities Certificates (including
the payment of the Liquidation Amount of and Distributions on the
Book-Entry Preferred Securities and the giving of instructions or
directions to Owners of Book-Entry Preferred Securities) as the sole
Holder of Book-Entry Preferred Securities and shall have no obligations
to the Owners thereof;



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	 	     (iii) to the extent that the provisions of this Section 5.11
conflict with any other provisions of this Trust Agreement, the
provisions of this Section 5.11 shall control; and
	 
	 	     (iv) the rights of the Owners of the Book-Entry Preferred Securities
Certificates shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such
Owners and the Clearing Agency and/or the Clearing Agency Participants;
provided, that solely for the purposes of determining whether the Holders
of the requisite amount of Preferred Securities have voted on any matter
provided for in this Trust Agreement, so long as Definitive Preferred
Security Certificates have not been issued, the Trustees may conclusively
rely on, and shall be protected in relying on, any written instrument
(including a proxy) delivered to the Trustees by the Clearing Agency
setting forth the Owners’ votes or assigning the right to vote on any
matter to any other Persons either in whole or in part. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Preferred
Securities Certificates are issued pursuant to Section 5.13, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Preferred
Securities to such Clearing Agency Participants.



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


Section 5.12 Notices to Clearing Agency.



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


Section 5.13 Definitive Preferred Securities Certificates.



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


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them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Clearing Agency. Neither the
Securities Registrar nor the Trustees shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Preferred
Securities Certificates, the Trustees shall recognize the Holders of the
Definitive Preferred Securities Certificates as Securityholders. The
Definitive Preferred Securities Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.


Section 5.14 Rights of Securityholders.



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


     (b)  For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Debenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Debentures shall become immediately due
and payable, provided that the payment of principal and interest on such
Debentures shall remain subordinated to the extent provided in the Indenture.


     (c)  For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails to exercise directly
any remedy available to the Holders of the Debentures for 60 days, the Holders
of at least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall, to the fullest extent permitted by law, have the right to
directly institute proceedings for enforcement of payment to such Holders of
principal amount of or interest on the Debentures having a principal amount
equal to the Liquidation Amount of the Preferred Securities of such Holders.


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ARTICLE VI.



ACTS OF SECURITYHOLDERS; MEETINGS; VOTING



Section 6.1 Limitations on Voting Rights.



     (a)  Except as provided in this Section, in Sections 5.2, 8.10 and 10.2 and
in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.


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


     (c)  If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. No amendment to this Trust
Agreement may be made if, as a result of such amendment, the Trust would be
classified as an association taxable as a corporation for United States federal
income tax purposes.


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Section 6.2 Notice of Meetings.



     Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be
so considered whether or not stated in the notice of the meeting. Any
adjourned meeting may be held as adjourned without further notice.


Section 6.3 Meetings of Preferred Securityholders.



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


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


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


Section 6.4 Voting Rights.



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


Section 6.5 Proxies, etc.



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


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of a Securityholder shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.


Section 6.6 Securityholder Action by Written Consent.



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


Section 6.7 Record Date for Voting and Other Purposes.



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


Section 6.8 Acts of Securityholders.



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


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


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


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


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


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


     A Securityholder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Trust or any person or entity.


Section 6.9 Inspection of Records.



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


ARTICLE VII.



REPRESENTATIONS AND WARRANTIES



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



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


     (a)  Bank One Delaware, Inc. is a Delaware corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and Bank One Trust Company, N.A. is a national banking association duly organized, validly
existing and in good standing under the laws of the United States;


     (b)  each of the Bank, the Property Trustee and the Delaware Trustee has
full corporate power, authority and legal right to execute, deliver and perform
its obligations under


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this Trust Agreement and has taken all necessary action to authorize the
execution, delivery and performance by it of this Trust Agreement;


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


     (d)  the execution, delivery and performance by each of the Bank, the
Property Trustee and the Delaware Trustee of this Trust Agreement has been duly
authorized by all necessary corporate or other action on the part of the Bank,
the Property Trustee and the Delaware Trustee, respectively, and does not
require any approval of stockholders of the Bank, the Property Trustee or the
Delaware Trustee and such execution, delivery and performance will not (i)
violate the Bank’s, the Property Trustee’s or the Delaware Trustee’s Charter or
By-laws, (ii) violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or imposition of,
any Lien on any properties included in the Trust Property pursuant to the
provisions of, any indenture, mortgage, credit agreement, license or other
agreement or instrument to which the Property Trustee, the Bank or the Delaware
Trustee, as the case may be, is a party or by which it is bound, or (iii)
violate any law, governmental rule or regulation of the United States or the
State of Delaware, as the case may be, governing the corporate, banking or
trust powers of the Bank or the Property Trustee or the Delaware Trustee (as
appropriate in context) or any order, judgment or decree applicable to the
Property Trustee, the Bank or the Delaware Trustee;


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


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


Section 7.2 Representations and Warranties of Depositor.



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


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


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


ARTICLE VIII.



THE TRUSTEES



Section 8.1 Certain Duties and Responsibilities.



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


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


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elsewhere in this Trust Agreement and, in the case of the Property
Trustee, in the Trust Indenture Act.


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



		
	 	     (i)   the Property Trustee shall not be liable for any error of
judgment made in good faith by an authorized officer of the Property
Trustee, unless it shall be proved that the Property Trustee was
negligent in ascertaining the pertinent facts;
	 
	 	     (ii)  the Property Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Holders of not less than a majority in
Liquidation Amount of the Trust Securities relating to the time, method
and place of conducting any proceeding for any remedy available to the
Property Trustee, or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement;
	 
	 	     (iii) the Property Trustee’s sole duty with respect to the custody,
safe keeping and physical preservation of the Debentures and the Payment
Account shall be to deal with such Property in a similar manner as the
Property Trustee deals with similar property for its own account, subject
to the protections and limitations on liability afforded to the Property
Trustee under this Trust Agreement and the Trust Indenture Act;
	 
	 	     (iv) the Property Trustee shall not be liable for any interest on
any money received by it except as it may otherwise agree with the
Depositor; and money held by the Property Trustee need not be segregated
from other funds held by it except in relation to the Payment Account
maintained by the Property Trustee pursuant to Section 3.1 and except to
the extent otherwise required by law; and
	 
	 	     (v)  the Property Trustee shall not be responsible for monitoring the
compliance by the Administrative Trustees or the Depositor with their
respective duties under this Trust Agreement, nor shall the Property
Trustee be liable for the default or misconduct of the Administrative
Trustees or the Depositor.



Section 8.2 Certain Notices.



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


     Within five Business Days after the receipt of notice of the Depositor’s
exercise of its right to defer the payment of interest on the Debentures
pursuant to the Indenture, the Administrative Trustee shall transmit, in the
manner and to the extent provided in Section 10.8,



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notice of such exercise to the Securityholders and the Property Trustee,
unless such exercise shall have been revoked.


Section 8.3 Certain Rights of Property Trustee.


     Subject to the provisions of Section 8.1:


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


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


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


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


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


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


     (g)  the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;


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


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


     (j)  whenever in the administration of this Trust Agreement the Property
Trustee shall deem it desirable to receive 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 protected in acting in accordance with such
instructions; and


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


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


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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 Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Debentures.


Section 8.5 May Hold Securities.



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


Section 8.6 Compensation; Indemnity; Fees.



     The Depositor agrees:


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


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


     (c)  to indemnify each of the Trustees or any predecessor Trustee for, and
to hold the Trustees harmless against, any loss, damage, claims, liability,
penalty or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of this
Trust Agreement, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.


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


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


Section 8.7 Corporate Property Trustee Required; Eligibility of Trustees.


     (a)  There shall at all times be a Property Trustee hereunder. The
Property Trustee shall be a Person that is eligible pursuant to the Trust
Indenture Act to act as such and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of


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condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.


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


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


Section 8.8 Conflicting Interests.



     If the Property Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. Subject to the foregoing, the Depositor and any Trustee may engage
in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders shall have no rights by
virtue of this Trust Agreement in and to such independent ventures or the
income or profits derived therefrom, and the pursuit of any such venture, even
if competitive with the business of the Trust, shall not be deemed wrongful or
improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and the Depositor or any Trustee shall have the right to
take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Trustee may engage 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 8.9 Co-Trustees and Separate Trustee.



     Unless an Event of Default shall have occurred and be continuing, at any
time or times, for the purpose of meeting the legal requirements of the Trust
Indenture Act or of any jurisdiction in which any part of the Trust Property
may at the time be located, the Depositor and the Administrative Trustees, by
agreed action of the majority of such Trustees, shall have power to appoint,
and upon the written request of the Administrative Trustees, the Depositor
shall for such purpose join with the Administrative Trustees in the execution,
delivery, and performance of all instruments and agreements necessary or proper
to appoint, one or more Persons approved


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by the Property Trustee either to act as co-trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or to the extent
required by law to act as separate trustee of any such property, in either case
with such powers as may be provided in the instrument of appointment, and to
vest in such Person or Persons in the capacity aforesaid, any property, title,
right or power deemed necessary or desirable, subject to the other provisions
of this Section. If the Depositor does not join in such appointment within 15
days after the receipt by it of a request so to do, or in case a Debenture
Event of Default has occurred and is continuing, the Property Trustee alone
shall have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section shall either be (i) a natural person who is
at least 21 years of age and a resident of the United States or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity.


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


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


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


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


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


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


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


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


Section 8.10 Resignation and Removal; Appointment of Successor.


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


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


     Unless a Debenture Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Common Securityholder. If
a Debenture Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed at
such time by Act of the Holders of a majority in Liquidation Amount of the
Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
by the Common Securityholder at any time.


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


     If an Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, at a time when a Debenture Event of
Default shall have occurred and be continuing, the Common Securityholder by Act
of the Common Securityholder delivered to the Administrative Trustee shall
promptly appoint a successor Administrative Trustee or


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Administrative Trustees with respect to the Trust Securities and the
Trust, and such successor Administrative Trustee or Trustees shall comply with
the applicable requirements of Section 8.11. If no successor Relevant Trustee
with respect to the Trust Securities shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee with respect
to the Trust Securities.


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


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


Section 8.11 Acceptance of Appointment by Successor.



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


     In case of the appointment hereunder of a successor Relevant Trustee with
respect to the Trust Securities and the Trust, the retiring Relevant Trustee
and each successor Relevant Trustee with respect to the Trust Securities shall
execute and deliver an amendment hereto wherein each successor Relevant Trustee
shall accept such appointment and which (a) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in,
each successor Relevant Trustee all the rights, powers, trusts and duties of
the retiring Relevant Trustee with respect to the Trust Securities and the
Trust and (b) shall add to or change any of the provisions of this Trust
Agreement as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Relevant Trustee, it being understood
that nothing herein or in such amendment shall constitute such Relevant
Trustees co-trustees of


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the same trust and that each such Relevant Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Relevant Trustee 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 with respect to the Trust Securities and the Trust; but, on
request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Relevant
Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Trust Securities and
the Trust.


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


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


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


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


Section 8.13 Preferential Collection of Claims Against Depositor or Trust.


     If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or Trust (or any such
other obligor).


Section 8.14 Reports by Property Trustee.



     (a)  Within 60 days after May 15 of each year commencing with May 15, 2004,
the Property Trustee shall transmit to all Securityholders in accordance with
Section 10.8, and to the Depositor, a brief report dated as of such May 15 with
respect to:



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



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	 	     (ii) a statement that the Property Trustee has complied with all of
its obligations under this Trust Agreement during the twelve-month period
(or, in the case of the initial report, the period since the Closing
Date) ending with such May 15 or, if the Property Trustee has not
complied in any material respect with such obligations, a description of
such noncompliance; and
	 
	 	     (iii) any change in the property and funds in its possession as
Property Trustee since the date of its last report and any action taken
by the Property Trustee in the performance of its duties hereunder which
it has not previously reported and which in its opinion materially
affects the Trust Securities.



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


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


Section 8.15 Reports to the Property Trustee.



     The Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust Indenture Act in the form,
in the manner and at the times required by Section 314 of the Trust Indenture
Act.


Section 8.16 Evidence of Compliance with Conditions Precedent.




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


Section 8.17 Number of Trustees.



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


     (b)  If a Trustee ceases to hold office for any reason and the number of
Administrative Trustees is not reduced pursuant to Section 8.17(a), or if the
number of Trustees is increased


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pursuant to Section 8.17(a), a vacancy shall occur. The vacancy shall be
filled with a Trustee appointed in accordance with Section 8.10.


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


Section 8.18 Delegation of Power.



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


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


ARTICLE IX.



TERMINATION, LIQUIDATION AND MERGER



Section 9.1 Termination Upon Expiration Date.



     Unless earlier terminated, the Trust shall automatically terminate on
December 31, 2058 (the “Expiration Date”), following the distribution of the
Trust Property in accordance with Section 9.4.


Section 9.2 Early Termination.



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


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


     (b)  the written direction to the Property Trustee from the Depositor at
any time (which direction is optional and wholly within the discretion of the
Depositor) to terminate the Trust and distribute Debentures to Securityholders
in exchange for the Preferred Securities.


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


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


Section 9.3 Termination.



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


Section 9.4 Liquidation.



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



		
	 	     (i) state the Liquidation Date;




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




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



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


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


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


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


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


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having substantially the same terms as the Preferred Securities (the
“Successor Securities”) so long as the Successor Securities rank the same as
the Preferred Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing the same
powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed or traded, or any Successor
Securities will be listed upon notification of issuance, on any national
securities exchange or other organization on which the Preferred Securities are
then listed or traded, if any, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (viii) the Depositor owns all of the
Common Securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be classified as other than a
grantor trust for United States Federal income tax purposes.


ARTICLE X.



MISCELLANEOUS PROVISIONS



Section 10.1 Limitation of Rights of Securityholders.



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


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Section 10.2 Amendment.



     (a)  This Trust Agreement may be amended from time to time by the Trustees
and the Depositor, without the consent of any Securityholders, (i) to cure any
ambiguity, correct or supplement any provision herein which may be inconsistent
with any other provision herein, or to make any other provisions with respect
to matters or questions arising under this Trust Agreement, which shall not be
inconsistent with the other provisions of this Trust Agreement, or (ii) to
modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust will be classified for
United States Federal income tax purposes as a grantor trust at all times that
any Trust Securities are outstanding or to ensure that the Trust will not be
required to register as an investment company under the 1940 Act; provided,
however, that in the case of clause (i), such action shall not adversely affect
in any material respect the interests of any Securityholder, and any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders.


     (b)  Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Trust Securityholders representing not less than a majority (based
upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii)
receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust’s status as a grantor trust for
United States Federal income tax purposes or the Trust’s exemption from status
of an investment company under the 1940 Act.


     (c)  In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (a) restrict the right of a Securityholder to institute
suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section 6.3
or 6.6 hereof), this paragraph (c) of this Section 10.2 may not be amended.


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


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


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


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


Section 10.3 Separability.



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


Section 10.4 Governing Law.



     This Trust Agreement and the rights and obligations of each of the
Securityholders, the Trust and the Trustees with respect to this Trust
Agreement and the Trust Securities shall be construed in accordance with and
governed by the laws of the State of Delaware.


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


Section 10.7 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 Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder’s


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name and address may appear on the Securities Register; and (b) in the
case of the Common Securityholder or the Depositor, to Lincoln National
Corporation, 1500 Market Street, Suite 3900, Philadelphia, Pennsylvania
19102-2112, Attention: Treasurer, facsimile no.: (215) 448-3954. Any notice to
Preferred Securityholders shall also be given to such owners as have, within
two years preceding the giving of such notice, filed their names and addresses
with the Property Trustee for that purpose. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.


     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to Bank One Trust Company, National
Association, 1 Bank One Plaza, Mail Code IL1-0823, Chicago, Illinois
60670-0823, Attention: Global Corporate Trust Services; (b) with respect to the
Delaware Trustee, to Bank One Delaware Inc., Three Christiana Centre, 201 North Walnut Street, Wilmington,
Delaware 19801; and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked “Attention
Administrative Trustees of Lincoln National Capital VI.” Such notice, demand or
other communication to or upon the Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust or the Property Trustee.


Section 10.9 Agreement Not to Petition.



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


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     (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 Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.


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


[This space intentionally left blank.]



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	 	 	LINCOLN NATIONAL CORPORATION
	 	 	 	 	 
	 	 	
By:  
	/s/ Frederick Crawford
	 	 	
 
	

	 	 	 	 	Name: Frederick Crawford
	 	 	 	 	Title: Vice President and Treasurer
	 	 	 	 	 
	 	 	BANK ONE TRUST COMPANY, NATIONAL
	 	 	ASSOCIATION as Property Trustee
	 
	 	 	
By:  
	/s/ Janice Ott Rotunno
	 	 	
 
	

	 	 	 	 	Name: Janice Ott Rotunno
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	BANK ONE DELAWARE INC. as Delaware
 Trustee
	 	 	 	 	 
	 	 	
By:  
	/s/ Marla S. Roth
	 	 	
 
	

	 	 	 	 	Name: Marla S. Roth
	 	 	 	 	Title: Vice President
	 	 	 	 	 
	 	 	/s/ Frederick Crawford
	 	 	

	 	 	Frederick Crawford
	 	 	Administrative Trustee
	 	 	 	 	 
	 	 	/s/ James Cruickshank
	 	 	

	 	 	James Cruickshank
	 	 	Administrative Trustee




 









 



EXHIBIT A



CERTIFICATE OF TRUST



OF



LINCOLN NATIONAL CAPITAL VI



     This Certificate of Trust of Lincoln National Capital VI (the “Trust”),
dated April 20, 1998, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. §3801 et seq.).


     1.     Name. The name of the business trust being formed hereby is Lincoln
National Capital VI.


     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 First
Chicago Delaware, Inc., 300 King Street, Wilmington, Delaware, 19801.


     3.     Effective Date. This Certificate of Trust shall be effective as of
April 20, 1998.


     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written.



	 	 	 	 	 
	 	 	THE FIRST NATIONAL BANK OF CHICAGO,

as Trustee
	 	 	 	 	 
	 	 	
By:
	/s/ John R. Prendiville


	 	 	
Name:
	 	John R. Prendiville
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	FIRST CHICAGO DELAWARE INC., as
	 	 	
Trustee	 	 
	 	 	 	 	 
	 	 	
By:


Name:
	 	John R. Prendiville


John R. Prendiville
	 	 	
Title:
	 	Vice President
	 	 	 	 	 
	 	 	Janet Whitney, as Trustee
	 	 	 	 	 
	 	 	
By:
	/s/ Janet C. Whitney





 






 





EXHIBIT C



THIS CERTIFICATE IS NOT TRANSFERABLE




	 	 	 
	Certificate Number

C-1	 	
Number of Common Securities

185,600



Certificate Evidencing Common Securities



of



Lincoln National Capital VI



6.75% Common Securities

(liquidation amount $25 per Common Security)



     Lincoln National Capital VI, a statutory trust formed under the laws of
the State of Delaware (the “Trust”), hereby certifies that Lincoln National
Corporation, an Indiana corporation (the “Holder”), is the registered owner of
one hundred eighty-five thousand, six hundred (185,600) common securities of
the Trust representing undivided beneficial interests in the assets of the
Trust and designated the 6.75% Common Securities (liquidation amount $25 per
Common Security) (the “Common Securities”). In accordance with Section 5.10 of
the Amended and Restated Trust Agreement (as defined below) the Common
Securities are not transferable and any attempted transfer hereof shall be
void. The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall
in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust, dated as of September 11, 2003, as the
same may be amended from time to time (the “Amended and Restated Trust
Agreement”), including the designation of the terms of the Common Securities as
set forth therein. The Trust will furnish a copy of the Amended and Restated
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.


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


 






 


     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this 11th day of September, 2003.



	 	 	 	 	 
	 	 	LINCOLN NATIONAL CAPITAL VI
	 	 	 	 	 
	 	 	
By:
	 	/s/ James E.
Cruickshank
	 	 	 	 	 
	 	 	
Name:
	 	James E.
Cruickshank
	 	 	
Title:
	 	Administrative Trustee



 






 


EXHIBIT D



AGREEMENT AS TO EXPENSES AND LIABILITIES



     AGREEMENT dated as of September 11, 2003, between Lincoln National
Corporation, an Indiana corporation (“Lincoln”), and Lincoln National Capital
VI, a Delaware statutory trust (the “Trust”).


     WHEREAS, the Trust intends to issue its Common Securities (the “Common
Securities”) to and receive Debentures (as defined in the Trust Agreement) from
Lincoln and to issue and sell 6.75% Trust Preferred Securities, Series F (the
“Preferred Securities”) with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of
the Trust dated as of September 11, 2003, as the same may be amended from time
to time (the “Trust Agreement”);


     WHEREAS, Lincoln will directly or indirectly own all of the Common
Securities of the Trust and will issue the Debentures;


     NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Lincoln hereby agrees shall benefit
Lincoln and which purchase Lincoln acknowledges will be made in reliance upon
the execution and delivery of this Agreement, Lincoln and Trust hereby agree as
follows:


Article I.



Section 1.1 Guarantee by Lincoln.



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


Section 1.2 Term of Agreement.



     This Agreement shall terminate and be of no further force and effect upon
the later of (a) the date on which full payment has been made of all amounts
payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and


 






 


(b)  the date on which there are no Beneficiaries remaining; provided,
however, that this Agreement shall continue to be effective or shall be
reinstated, as the case may be, if at any time any holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any Obligation, under the Guarantee Agreement dated
the date hereof by Lincoln and Bank One Trust Company, National Association, as
guarantee trustee or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.


Section 1.3 Waiver of Notice.



     Lincoln hereby waives notice of acceptance of this Agreement and of any
Obligation to which it applies or may apply, and Lincoln hereby waives
presentment, demand for payment, protest, notices of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.


Section 1.4 No Impairment.



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


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



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



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



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


Section 1.5 Enforcement.



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


Section 1.6 Subrogation.



     Lincoln shall be subrogated to all (if any) rights of the Trust in respect
of any amounts paid to the Beneficiaries by Lincoln under this Agreement;
provided, however, that Lincoln shall


-4-






 


not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement in all cases as
a result of payment under this Agreement, if, at the time of any such payment,
any amounts are due and unpaid under this Agreement.


Article II.



Section 2.1 Binding Nature.



     All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of Lincoln and
shall inure to the benefit of the Beneficiaries. This Agreement shall not be
assigned by either party hereto without the consent of the other, and any
purported assignment without such consent shall be void.


Section 2.2 Amendment.



     So long as there remains any Beneficiary or any Preferred Securities of
any series are outstanding, this Agreement shall not be modified or amended in
any manner adverse to such Beneficiary or to the holders of the Preferred
Securities.


Section 2.3 Notices.



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



	 	 	 
	 	 	
Lincoln National Capital VI
	 	 	
c/o Lincoln National Corporation
	 	 	
1500 Market Street, Suite 3900
	 	 	
Philadelphia, Pennsylvania 19102-2112
	 	 	
Facsimile No.: (215) 448-3954
	 	 	
Attention: Treasurer
	 	 	 
	 	 	
Lincoln National Corporation
	 	 	
1500 Market Street, Suite 3900
	 	 	
Philadelphia, Pennsylvania 19102-2112
	 	 	
Facsimile No.: (215) 448-3954
	 	 	
Attention: Treasurer



Section 2.4 Governing Law.



     This Agreement shall be deemed to be a contract made under the laws of the
State of New York, and shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the principles of
conflict of laws thereof.


-5-






 


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



	 	 	 	 	 	 	 
	 	 	LINCOLN NATIONAL CORPORATION
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ Richard C. Vaughan
	 	 	 	 	 	 	 
	 	 	 	 	Name:
	 	Richard C. Vaughan
	 	 	 	 	Title:
	 	Executive Vice President and
	 	 	 	 	 	 	Chief Financial Officer




	 	 	 	 	 
	 	 	LINCOLN NATIONAL CAPITAL VI
	 	 	 	 	 
	 	 	
By:
	 	/s/ James E.
Cruickshank
	 	 	 	 	 
	 	 	 	 	Name: James E.
Cruickshank
	 	 	 	 	Title: Administrative Trustee



 






 


EXHIBIT E



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


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

	 	 	 
	Certificate Number	 	
Number of Preferred Securities
	P-1	 	
6,000,000
	 	 	
CUSIP No. 53404M 20 1



Certificate Evidencing Preferred Securities



of



Lincoln National Capital VI



6.75% Trust Preferred Securities,

Series F

(Liquidation Amount $25 per Preferred Security)



     Lincoln National Capital VI, a statutory trust formed under the laws of
the State of Delaware (the “Trust”), hereby certifies that Cede & Co. (the
“Holder”) is the registered owner of six million (6,000,000) preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the Lincoln


 






 


     National Capital VI 6.75% Trust Preferred Securities, Series F
(Liquidation Amount $25 per Preferred Security) (the “Preferred Securities”).
The Preferred Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in
Section 5.4 of the Amended and Restated Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities are set forth in, and this
certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended
and Restated Trust Agreement of the Trust, dated as of September 11, 2003, as
the same may be amended from time to time (the “Amended and Restated Trust
Agreement”), including the designation of the terms of Preferred Securities as
set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Lincoln National Corporation, an Indiana corporation,
and Bank One Trust Company, National Association, as guarantee trustee, dated
as of September 11, 2003 (the “Guarantee”), to the extent provided therein.
The Trust will furnish a copy of the Amended and Restated Trust Agreement and
the Guarantee to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.


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


     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this 11th day of September, 2003.



	 	 	 	 	 
	 	 	LINCOLN NATIONAL CAPITAL VI
	 	 	 	 	 
	 	 	
By:
	/s/ James E.
Cruickshank
	 	 	 	 	 
	 	 	
Name:
	 	James E.
Cruickshank
	 	 	
Title:
	 	Administrative Trustee



2






 



ASSIGNMENT



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











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











(Insert address and zip code of assignee)


and irrevocably appoints











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





	 	 
	Date:	






	 	 
	Signature:  	




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


Signature(s) Guaranteed:


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 RULE 17Ad-15 OF THE SECURITIES EXCHANGE

ACT OF 1934, AS AMENDED.