Exhibit 4.7


 




 





COLLATERAL AGREEMENT


 


among


 


STATE STREET CORPORATION,


 


U.S. BANK NATIONAL ASSOCIATION,


as Collateral Agent, Custodial Agent,

Securities Intermediary and Securities Registrar


 


and


 


STATE STREET CAPITAL TRUST III,


acting through U.S. Bank National Association,

as Property Trustee


 


 


Dated as of January 25, 2008


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  
	
  Definitions

  
	
   

  
	
  SECTION 1.01.

  	
   

  	
  Definitions

  	
   

  	
  2

  
							



 


ARTICLE II


 


Pledge


 


	
  SECTION 2.01.

  	
   

  	
  Pledge

  	
   

  	
  8

  
	
  SECTION 2.02.

  	
   

  	
  Control

  	
   

  	
  8

  
	
  SECTION 2.03.

  	
   

  	
  Termination

  	
   

  	
  8

  



 


ARTICLE III


 


Control


 


	
  SECTION 3.01.

  	
   

  	
  Establishment of
  Collateral Account

  	
   

  	
  8

  
	
  SECTION 3.02.

  	
   

  	
  Treatment as Financial
  Assets

  	
   

  	
  9

  
	
  SECTION 3.03.

  	
   

  	
  Sole Control by Collateral
  Agent

  	
   

  	
  9

  
	
  SECTION 3.04.

  	
   

  	
  Securities Intermediary’s
  Location

  	
   

  	
  9

  
	
  SECTION 3.05.

  	
   

  	
  No Other Claims

  	
   

  	
  9

  
	
  SECTION 3.06.

  	
   

  	
  Investment and Release

  	
   

  	
  10

  
	
  SECTION 3.07.

  	
   

  	
  No Other Agreements

  	
   

  	
  10

  
	
  SECTION 3.08.

  	
   

  	
  Powers Coupled with an
  Interest

  	
   

  	
  10

  
	
  SECTION 3.09.

  	
   

  	
  Waiver of Lien; Waiver of
  Set-off

  	
   

  	
  10

  



 


ARTICLE IV


 


Custody


 


	
  SECTION 4.01.

  	
   

  	
  Appointment

  	
   

  	
  10

  
	
  SECTION 4.02.

  	
   

  	
  Custody

  	
   

  	
  10

  
	
  SECTION 4.03.

  	
   

  	
  Termination of Custody
  Account

  	
   

  	
  11

  
	
  SECTION 4.04.

  	
   

  	
  Waiver of Lien; Waiver of
  Set-off

  	
   

  	
  11

  



 


ARTICLE V


 


Distributions on Collateral and Custody Junior Subordinated Debentures


 


	
  SECTION 5.01.

  	
   

  	
  Interest on Junior
  Subordinated Debentures

  	
   

  	
  11

  
	
  SECTION 5.02.

  	
   

  	
  Payments Following
  Termination Event or Redemption Prior to Stock Purchase Date

  	
   

  	
  11

  



 


i

















 


	
  SECTION 5.03.

  	
   

  	
  Payments Prior to or on
  Stock Purchase Date

  	
   

  	
  12

  
	
  SECTION 5.04.

  	
   

  	
  Payments to Property
  Trustee

  	
   

  	
  12

  
	
  SECTION 5.05.

  	
   

  	
  Assets Not Properly
  Released

  	
   

  	
  13

  



 


ARTICLE VI


 


Initial Deposit; Exchange of Normal APEX and Qualifying Treasury
Securities for Stripped

APEX and Capital APEX; Reinvestment of Proceeds of Pledged Treasury
Securities


 


	
  SECTION 6.01.

  	
   

  	
  Initial Deposit of Junior
  Subordinated Debentures

  	
   

  	
  13

  
	
  SECTION 6.02.

  	
   

  	
  Exchange of Normal
  APEX and Qualifying Treasury Securities for Stripped APEX and
  Capital APEX

  	
   

  	
  13

  
	
  SECTION 6.03.

  	
   

  	
  Exchange of Stripped
  APEX and Capital APEX for Normal APEX and Qualifying Treasury
  Securities

  	
   

  	
  14

  
	
  SECTION 6.04.

  	
   

  	
  Termination Event;
  Redemption Prior to Stock Purchase Date

  	
   

  	
  15

  
	
  SECTION 6.05.

  	
   

  	
  Reinvestment of Proceeds
  of Pledged Treasury Securities

  	
   

  	
  16

  
	
  SECTION 6.06.

  	
   

  	
  Application of Proceeds in
  Settlement of Stock Purchase Contracts

  	
   

  	
  17

  
	
  SECTION 6.07.

  	
   

  	
  Application of Proceeds in
  a Remarketing

  	
   

  	
  18

  



 


ARTICLE VII


 


Voting Rights –– Junior Subordinated Debentures


 


	
  SECTION 7.01.

  	
   

  	
  Voting Rights

  	
   

  	
  18

  



 


ARTICLE VIII


 


Rights and Remedies


 


	
  SECTION 8.01.

  	
   

  	
  Rights and Remedies of the
  Collateral Agent

  	
   

  	
  18

  
	
  SECTION 8.02.

  	
   

  	
  Remarketing; Contingent
  Exchange Elections by Holder of Normal APEX

  	
   

  	
  19

  
	
  SECTION 8.03.

  	
   

  	
  Contingent Disposition
  Election by Holder of Capital APEX

  	
   

  	
  21

  



 


ARTICLE IX


 


Representations and Warranties; Covenants


 


	
  SECTION 9.01.

  	
   

  	
  Representations and
  Warranties

  	
   

  	
  22

  
	
  SECTION 9.02.

  	
   

  	
  Covenants

  	
   

  	
  22

  



 


ARTICLE X


 


The Collateral Agent, The Custodial Agent, The Securities Intermediary
and The Securities


Registrar


 


	
  SECTION 10.01.

  	
   

  	
  Appointment, Powers and Immunities

  	
   

  	
  23

  



 


ii

















 


	
  SECTION 10.02.

  	
   

  	
  Instructions of the
  Company

  	
   

  	
  24

  
	
  SECTION 10.03.

  	
   

  	
  Reliance by Collateral
  Agent, Custodial Agent, Securities Intermediary and Securities Registrar

  	
   

  	
  24

  
	
  SECTION 10.04.

  	
   

  	
  Certain Rights

  	
   

  	
  25

  
	
  SECTION 10.05.

  	
   

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  	
  26

  
	
  SECTION 10.06.

  	
   

  	
  Rights in Other Capacities

  	
   

  	
  27

  
	
  SECTION 10.07.

  	
   

  	
  Non-reliance on Collateral
  Agent, the Securities Intermediary, the Custodial Agent and Securities Registrar

  	
   

  	
  27

  
	
  SECTION 10.08.

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  27

  
	
  SECTION 10.09.

  	
   

  	
  Failure to Act

  	
   

  	
  28

  
	
  SECTION 10.10.

  	
   

  	
  Resignation of Collateral
  Agent, the Securities Intermediary, the Custodial Agent and Securities
  Registrar

  	
   

  	
  29

  
	
  SECTION 10.11.

  	
   

  	
  Right to Appoint Agent or
  Advisor

  	
   

  	
  30

  
	
  SECTION 10.12.

  	
   

  	
  Survival

  	
   

  	
  31

  
	
  SECTION 10.13.

  	
   

  	
  Exculpation

  	
   

  	
  31

  
	
  SECTION 10.14.

  	
   

  	
  Statements and
  Confirmations

  	
   

  	
  31

  
	
  SECTION 10.15.

  	
   

  	
  Tax Allocations

  	
   

  	
  31

  



 


ARTICLE XI


 


Amendment


 


	
  SECTION 11.01.

  	
   

  	
  Amendment

  	
   

  	
  31

  
	
  SECTION 11.02.

  	
   

  	
  Execution of Amendments

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  XII

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Miscellaneous

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.01.

  	
   

  	
  No Waiver

  	
   

  	
  32

  
	
  SECTION 12.02.

  	
   

  	
  Governing Law; Submission
  to Jurisdiction; Waiver of Trial by Jury

  	
   

  	
  32

  
	
  SECTION 12.03.

  	
   

  	
  Notices

  	
   

  	
  32

  
	
  SECTION 12.04.

  	
   

  	
  Successors and Assigns

  	
   

  	
  33

  
	
  SECTION 12.05.

  	
   

  	
  Severability

  	
   

  	
  33

  
	
  SECTION 12.06.

  	
   

  	
  Expenses, Etc

  	
   

  	
  33

  
	
  SECTION 12.07.

  	
   

  	
  Security Interest Absolute

  	
   

  	
  34

  
	
  SECTION 12.08.

  	
   

  	
  Notice of Termination
  Event or Redemption Prior to Stock Purchase Date

  	
   

  	
  34

  
	
  SECTION 12.09.

  	
   

  	
  Incorporation by Reference

  	
   

  	
  34

  
	
  SECTION 12.10.

  	
   

  	
  No Recourse

  	
   

  	
  34

  



 


iii

















 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  —

  	
  Form of Normal APEX
  Certificate

  
	
  Exhibit B

  	
  —

  	
  Form of Stripped APEX
  Certificate

  
	
  Exhibit C

  	
  —

  	
  Form of Capital APEX
  Certificate

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
  —

  	
  Reference Dealers

  
	
  Schedule II

  	
  —

  	
  Contact Persons for
  Confirmation

  



 


iv

















 


This  COLLATERAL AGREEMENT, dated as of January 25,
2008, among  STATE STREET
CORPORATION, a Massachusetts corporation (the “Company”), U.S. BANK
NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral
Agent”), as Custodial Agent (in such capacity, the “Custodial Agent”),
as securities intermediary (as defined in Section 8-102(a)(14) of the UCC)
with respect to the Collateral Account (in such capacity, the “Securities
Intermediary”), and as securities registrar with respect to the Capital
Securities (in such capacity, the “Securities Registrar”), and  STATE STREET CAPITAL TRUST III, a Delaware
statutory trust (the “Issuer Trust”), acting through U.S. BANK NATIONAL
ASSOCIATION, not in its individual capacity but solely as Property Trustee on
behalf of the Issuer Trust (in such capacity, the “Property Trustee”).


 


RECITALS


 


The Company and the Issuer
Trust (acting through the Property Trustee) are parties to the Stock Purchase
Contract Agreement, dated as of the date hereof (as modified and supplemented
and in effect from time to time, the “Stock Purchase Contract Agreement”),
pursuant to which the Company has agreed to issue stock purchase contracts,
having a liquidation amount of $100,000 per contract (each, a “Stock
Purchase Contract”) to the Issuer Trust.


 


Each Stock Purchase Contract
requires the Company to issue and sell, and the Property Trustee (on behalf of
the Issuer Trust) to purchase, on the Stock Purchase Date (as defined in the
Stock Purchase Contract Agreement), for an amount equal to $100,000 (the “Purchase
Price”), one share of the Company’s Non-Cumulative Perpetual Preferred
Stock, Series A, $100,000 liquidation preference per share (the “Preferred
Stock”).


 


Pursuant to the Trust
Agreement, the Stock Purchase Contract Agreement and the Stock Purchase
Contracts, the Issuer Trust acting through the Property Trustee is required to
execute and deliver this Agreement, to grant the pledge provided herein of the
Collateral (as defined herein) to secure the Obligations (as defined herein)
and to appoint the Custodial Agent to establish and maintain the Custody
Account (as defined herein).


 


NOW, THEREFORE, THIS COLLATERAL
AGREEMENT WITNESSETH: For and in
consideration of the agreements and obligations set forth herein and for other
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the


 

















 


Company, the Collateral Agent,
the Custodial Agent, the Securities Intermediary, the Securities Registrar and
the Issuer Trust mutually agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01.  Definitions.  For all purposes of this 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, and nouns and pronouns of the masculine gender include the feminine
and neuter genders.


 


(b)  The words “herein,” “hereof” and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision and references to any
Article, Section or other subdivision are references to an Article, Section or
other subdivision of this Agreement.


 


(c)  The following terms that are defined in the UCC shall have
the meanings set forth therein: “certificated security,” “control,”
“financial asset,” “financing statement,” “entitlement order,”
“securities account,” “security
entitlement” and “funds-transfer system”.


 


(d)  Capitalized terms used herein and not defined herein have the
meanings assigned to them in the Trust Agreement.


 


(e)  The following terms have the meanings given to them in this Section 1.01(e):


 


“Agreement” means this
Collateral Agreement, as the same may be amended, modified or supplemented from
time to time.


 


“Cash” means any coin or
currency of the United States as at the time shall be legal tender for payment
of public and private debts.


 


“Collateral” means the
collective reference to:


 


(1) the Collateral Account and all
investment property and other financial assets from time to time credited to
the Collateral Account and all security entitlements with respect thereto,
including, without limitation, (A) the Junior Subordinated Debentures,
other than any Junior Subordinated Debentures that are Transferred to (x) the
Custodial Agent in accordance with Section 6.02 upon the Exchange of
Normal APEX and Qualifying Treasury Securities for Stripped APEX and
Capital APEX pursuant to Sections 5.13(a)(i), (b) and (c) of the
Trust Agreement from time to time, (y) the Remarketing Agent or the
Custody Account in accordance with Section 8.02(b) upon a Successful
Remarketing or (z) the property trustee of a new trust in the event the
Company elects to remarket the Junior Subordinated Debentures in the form of
New Capital Securities pursuant to 


 


2

















 


 


Section 4.2(d) of
the Supplemental Indenture and (B) any Qualifying Treasury Securities and
security entitlements thereto delivered from time to time upon the exchange of
Normal APEX and Qualifying Treasury Securities for Stripped APEX and
Capital APEX pursuant to Sections 5.13(a)(i), (b) and (c) of the
Trust Agreement and in accordance with Section 6.02;


 


(2) all Qualifying Treasury Securities
and security entitlements thereto purchased by the Collateral Agent with the
Proceeds of Qualifying Treasury Securities pursuant to Section 6.05;


 


(3) Remarketing Treasury Securities
acquired in accordance with Section 8.02(b) with the net Proceeds of
the Remarketing;


 


(4) all Proceeds of any of the foregoing
(whether such Proceeds arise before or after the commencement of any proceeding
under any applicable bankruptcy, insolvency or other similar law, by or against
the Issuer Trust, as pledgor or with respect to the pledgor); and


 


(5) all powers and rights now owned or
hereafter acquired under or with respect to the Collateral.


 


“Collateral Account”
means the securities account of U.S. Bank National Association, as Collateral
Agent, maintained by the Securities Intermediary and designated “U.S. Bank
National Association, as Collateral Agent of State Street Corporation, as
pledgee of State Street Capital Trust III, acting through U.S. Bank National
Association, as Property Trustee”.


 


“Collateral Agent” means
the Person named as the “Collateral Agent” in the preamble to this Agreement
until a successor Collateral Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter “Collateral Agent”
shall mean such Person or any subsequent successor who is appointed pursuant to
this Agreement.


 


“Company” means the
Person named as the “Company” in the preamble to this Agreement until a
successor shall have become such pursuant to the applicable provisions of the
Stock Purchase Contract Agreement, and thereafter “Company” shall mean such
successor.


 


“Custodial Agent” means
the Person named as the “Custodial Agent” in the preamble to this Agreement
until a successor Custodial Agent shall have become such pursuant to the
applicable provisions of this Agreement, and thereafter “Custodial Agent” shall
mean such Person or any subsequent successor who is appointed pursuant to this
Agreement.


 


“Custody Account” means
the securities account of U.S. Bank National Association, as Custodial Agent,
designated “U.S. Bank National Association, as Custodial Agent for State Street
Capital Trust III”.


 


“Custody Junior Subordinated
Debentures” has the meaning specified in Section 4.01.


 


3

















 


“Exchange” means an
exchange of Normal APEX and Qualifying Treasury Securities for Stripped
APEX and Capital APEX pursuant to Section 5.13(b) of the
Trust Agreement and Section 6.02 or an exchange of Stripped APEX and
Capital APEX for Normal APEX and Qualifying Treasury Securities
pursuant to Section 5.13(d) of the Trust Agreement and Section 6.03.


 


“Final Dealer” has the
meaning specified in Section 6.05(a).


 


“Indemnitees” has the
meaning specified in Section 10.08(b).


 


“Issuer Trust” has the
meaning specified in the first paragraph of this Agreement.


 


“Junior Subordinated
Debentures” means the Remarketable 6.001% Junior Subordinated Debentures
due 2042 of the Company issued pursuant to the Indenture.


 


“Loss” (and
collectively, “Losses”) has the meaning specified in Section 10.08(b).


 


“Market Disruption Event”
means (i) a general moratorium on commercial banking activities in
New York declared by the relevant authorities or (ii) any material
disruption of the U.S. government securities market or U.S. federal
funds-transfer systems, written notification of which shall have been given to
the Collateral Agent by any of the Administrative Trustees.


 


“Notice of Contingent
Disposition Election” means a Notice of Contingent Disposition Election
substantially in the form set forth on the reverse side of the form of Capital
APEX Certificate, a copy of which is attached hereto as Exhibit C.


 


“Notice of Contingent Exchange
Election” means a Notice of Contingent Exchange Election substantially in
the form set forth on the reverse side of the form of Normal
APEX Certificate, a copy of which is attached hereto as Exhibit A.


 


“Obligations” means all
obligations and liabilities of the Issuer Trust and the Property Trustee on
behalf of the Issuer Trust under each Stock Purchase Contract, the Stock
Purchase Contract Agreement and this Agreement or any other document made,
delivered or given in connection herewith or therewith, in each case whether on
account of principal, interest (including, without limitation, interest
accruing before and after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Property Trustee or the Issuer Trust, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding), fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Company or the Collateral Agent or the
Securities Intermediary that are required to be paid by the Issuer Trust
pursuant to the terms of any of the foregoing agreements).


 


“Permitted Investments”
means any one of the following, in each case maturing on the Business Day
following the date of acquisition:


 


(1) any evidence of indebtedness with an
original maturity of 365 days or less issued, or directly and fully guaranteed
or insured, by the United States of 


 


4

















 


America or any
agency or instrumentality thereof (provided, however, that the full faith and credit of the
United States of America is pledged in support of the timely payment thereof or
such indebtedness constitutes a general obligation of it);


 


(2) deposits, certificates of deposit or
acceptances with an original maturity of 365 days or less of any institution
which is a member of the Federal Reserve System having combined capital and
surplus and undivided profits of not less than $500 million at the time of
deposit (and which may include the Collateral Agent);


 


(3) investments with an original
maturity of 365 days or less of any Person that are fully and unconditionally
guaranteed by a bank referred to in clause (2);


 


(4) repurchase agreements and reverse
repurchase agreements relating to marketable direct obligations issued or
unconditionally guaranteed by the United States of America or issued by any
agency thereof and backed as to timely payment by the full faith and credit of
the United States of America;


 


(5) investments in commercial paper,
other than commercial paper issued by the Company or its Affiliates, of any
corporation incorporated under the laws of the United States of America or any
State thereof, which commercial paper has a rating at the time of purchase at
least equal to “A-1” by Standard & Poor’s Ratings Services (“S&P”)
or at least equal to “P-1” by Moody’s Investors Service, Inc. (“Moody’s”);
and


 


(6) investments in money market funds
(including, but not limited to, money market funds managed by the Collateral
Agent or an Affiliate of the Collateral Agent) registered under the Investment
Company Act of 1940, as amended, rated in the highest applicable rating
category by S&P or Moody’s.


 


“Pledge” means the lien
and security interest created by this Agreement.


 


“Pledged Junior Subordinated
Debentures” means each Junior Subordinated Debentures deposited with the
Collateral Agent pursuant to Section 6.01 or delivered to the Collateral
Agent pursuant to Section 6.03, until such time as it is released from the
Pledge and delivered to the Custodial Agent pursuant to Section 6.02 or to
the Remarketing Agent or the Custody Account pursuant to Section 8.02(b).


 


“Pledged Treasury Securities”
means Qualifying Treasury Securities from time to time credited to the
Collateral Account pursuant to Section 6.02 and not then released from the
Pledge pursuant to Section 6.03, together with all Qualifying Treasury
Securities purchased from time to time by the Collateral Agent with the
Proceeds of maturing Pledged Treasury Securities pursuant to Section 6.05
as well as any Remarketing Treasury Securities Transferred to a Collateral
Account in accordance with Section 8.02(b) with the net Proceeds from
a Successful Remarketing.


 


“Preferred Stock” has
the meaning specified in the Recitals of this Agreement.


 


5

















 


“Proceeds” has the
meaning ascribed thereto in Section 9-102(a)(64) of the UCC and includes,
without limitation, all interest, dividends, Cash, instruments, securities,
financial assets and other property received, receivable or otherwise
distributed upon the sale (including, without limitation, the Remarketing),
exchange, collection or disposition of any financial assets from time to time
held in the Collateral Account.


 


“Property Trustee” means
the Person named as the “Property Trustee” in the first paragraph of this
Agreement until a successor Property Trustee shall have become such pursuant to
the applicable provisions of the Trust Agreement, and thereafter “Property
Trustee” shall mean such Person or any subsequent successor who is appointed
pursuant to the Trust Agreement.


 


“Purchase Price” has the
meaning specified in the Recitals of this Agreement.


 


“Recombination Notice and
Request” means a Recombination Notice and Request substantially in the form
set forth on the reverse side of the forms of Stripped APEX Certificate
and Capital APEX Certificate, copies of which are attached hereto as
Exhibits B and C respectively.


 


“Reference Dealer” means
each of the U.S. government securities dealers listed on Schedule I
hereto (including any successor thereto) and any other U.S. government
securities dealers designated by the Collateral Agent (it being understood that
the Collateral Agent may, but shall not be obligated, to designate any one or
more such other U.S. government securities dealers);  provided, however, that if
at any time fewer than three of the entities named on Schedule I are
active U.S. government securities dealers and approved counterparties of
U.S. Bank National Association, any of the Administrative Trustees may
designate an additional U.S. government securities dealer as a Reference
Dealer.


 


“Remarketing” has the
meaning specified in the Indenture.


 


“Remarketing Treasury
Securities”  means U.S. Treasury
securities purchased with the net Proceeds of a Remarketing that, with respect
to each Junior Subordinated Debenture sold in the Remarketing, will pay on or
prior to the Stock Purchase Date an amount of cash equal to the principal
amount of plus the interest payment scheduled to be payable on that date on
such Junior Subordinated Debenture, assuming for that purpose, even if not
true, that the interest rate on such Junior Subordinated Debenture is equal to
the interest rate on such Junior Subordinated Debenture immediately prior to
Remarketing and that all accrued and unpaid interest on such Junior
Subordinated Debenture is paid in cash on such date.


 


“Roll Date”
means, with respect to any Additional Distribution Date, the latest date prior
to such Additional Distribution Date that is a maturity date of Qualifying
Treasury Securities held in the Collateral Account.


 


“Securities Intermediary”
means the Person named as the “Securities Intermediary” in the first paragraph
of this Agreement until a successor Securities Intermediary shall have become
such pursuant to the applicable provisions of this Agreement, and thereafter “Securities
Intermediary” shall mean such Person or any subsequent successor who is
appointed pursuant to this Agreement.


 


6

















 


“Securities Registrar”
means the Person named as the “Securities Registrar” in the first paragraph of
this Agreement until a successor Securities Registrar shall have been appointed
by the Company pursuant to the applicable provisions of the Trust Agreement,
and thereafter “Securities Registrar” shall mean such Person or any subsequent
successor who is appointed pursuant to the Trust Agreement by the Company.


 


“Stock Purchase Contract”
has the meaning specified in the Recitals of this Agreement.


 


“Stock Purchase Contract
Agreement” has the meaning specified in the Recitals of this Agreement.


 


“Stripping Notice and
Request” means a Stripping Notice and Request substantially in the form set
forth on the reverse side of the form of Normal APEX Certificate, a copy
of which is attached hereto as Exhibit A.


 


“Successful” has the
meaning specified in the Indenture.


 


“Termination Event” has
the meaning specified in the Stock Purchase Contract Agreement.


 


“Trade Date” means, with
respect to each Roll Date, the Business Day immediately preceding such Roll
Date.


 


“TRADES” means the
Treasury/Reserve Automated Debt Entry System maintained by the Federal Reserve
Bank of New York pursuant to the TRADES Regulations.


 


“TRADES Regulations”
means the regulations of the United States Department of the Treasury,
published at 31 C.F.R. Part 357, as amended from time to time.  Unless otherwise defined herein, all terms
defined in the TRADES Regulations are used herein as therein defined.


 


“Transfer” means (i) in
the case of certificated securities in registered form, delivery as provided in
Section 8-301(a) of the UCC, endorsed to the transferee or in blank
by an effective endorsement, (ii) in the case of Qualifying Treasury
Securities, registration of the transferee as the owner of such Qualifying
Treasury Securities on TRADES and (iii) in the case of security
entitlements, including, without limitation, security entitlements with respect
to Qualifying Treasury Securities, a securities intermediary indicating by book
entry that such security entitlement has been credited to the transferee’s
securities account.


 


“Trust Agreement” means
the Amended and Restated Trust Agreement, dated as of the date hereof, among
the Company, as Depositor, the Property Trustee, the Delaware Trustee and the
Administrative Trustees (each as named therein), and the several Holders (as
defined therein).


 


“UCC” means the Uniform
Commercial Code as in effect in the State of New York from time to time.


 


7

















 


“Value” means, with
respect to any item of Collateral on any date, as to (1) Cash, the face
amount thereof, (2) Junior Subordinated Debentures, the aggregate
principal amount thereof, and (3) Qualifying Treasury Securities, the
aggregate principal amount thereof.


 


ARTICLE II


 


Pledge


 


SECTION 2.01.  Pledge.  The Issuer Trust (acting through the Property
Trustee) hereby pledges and grants to the Collateral Agent, as agent of and for
the benefit of the Company, a continuing first priority security interest in
and to, and a lien upon and right of set-off against, all of the Issuer Trust’s
right, title and interest in and to the Collateral to secure the prompt and
complete payment and performance when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations. 
The Collateral Agent shall have all of the rights, remedies and
recourses with respect to the Collateral afforded a secured party by the UCC,
in addition to, and not in limitation of, the other rights, remedies and
recourses afforded to the Collateral Agent by this Agreement.


 


SECTION 2.02.  Control.  The Collateral Agent shall have control of
the Collateral Account pursuant to the provisions of Article III hereof.


 


SECTION 2.03.  Termination.  This Agreement and the Pledge created hereby
shall terminate upon the satisfaction of the Obligations.  Upon receipt by the Collateral Agent from the
Company of notice of such termination, the Collateral Agent shall, except as
otherwise provided herein, Transfer and instruct the Securities Intermediary to
Transfer the Collateral to or upon the order of the Property Trustee, free and
clear of the Pledge created hereby.


 


ARTICLE III


 


Control


 


SECTION 3.01.  Establishment of Collateral Account.  The Securities Intermediary hereby confirms
that:


 


(a)  the Securities Intermediary has established the Collateral
Account;


 


(b)  the Collateral Account is a securities account;


 


(c)  subject to the terms of this Agreement, the Securities
Intermediary shall identify in its records the Collateral Agent as the
entitlement holder entitled to exercise the rights that comprise any financial
asset credited to the Collateral Account;


 


(d)  all property delivered to the Securities Intermediary
pursuant to this Agreement or the Stock Purchase Contract Agreement, including
any Permitted Investments purchased by the Securities Intermediary from the
Proceeds of any Collateral, will be credited promptly to the Collateral
Account; and


 


8





















 


(e)  all securities or other property underlying any financial
assets credited to the Collateral Account shall be (i) registered in the
name of the Property Trustee and indorsed to the Securities Intermediary or in
blank, (ii) registered in the name of the Securities Intermediary or the
Collateral Agent, or (iii) credited to another securities account
maintained in the name of the Securities Intermediary.  In no case will any financial asset credited
to the Collateral Account be registered in the name of the Property Trustee or
specially indorsed to the Property Trustee unless such financial asset has been
further indorsed to the Securities Intermediary or in blank.


 


SECTION 3.02.  Treatment as Financial Assets.  Each item of property (whether investment
property, financial asset, security, instrument or Cash) credited to the
Collateral Account shall be treated as a financial asset.


 


SECTION 3.03.  Sole Control by Collateral Agent.  Except as provided in Section 8.01, at
all times prior to the termination of the Pledge, the Collateral Agent shall
have sole control of the Collateral Account, and the Securities Intermediary
shall take instructions and directions with respect to the Collateral Account
solely from the Collateral Agent.  If at
any time the Securities Intermediary shall receive an entitlement order issued
by the Collateral Agent and relating to the Collateral Account, the Securities
Intermediary shall comply with such entitlement order without further consent
by the Property Trustee or any other Person. 
Except as otherwise permitted under this Agreement, until termination of
the Pledge, the Securities Intermediary will not comply with any entitlement
orders issued by the Property Trustee.


 


The Issuer Trust hereby
irrevocably constitutes and appoints the Collateral Agent and the Company, with
full power of substitution, as the Issuer Trust’s attorney-in-fact to take on
behalf of, and in the name, place and stead of the Issuer Trust and the
Holders, any action necessary or desirable to perfect and to keep perfected the
security interest in the Collateral referred to in Section 2.01.  The grant of such power-of-attorney shall not
be deemed to require of the Collateral Agent any specific duties or obligations
not otherwise expressly assumed by the Collateral Agent hereunder.  Notwithstanding the foregoing, in no event
shall the Collateral Agent or Securities Intermediary be responsible for the
preparation or filing of any financing or continuation statements or
responsible for maintenance or perfection of any security interest hereunder.


 


SECTION 3.04.  Securities Intermediary’s Location.  The Collateral Account, and the rights and
obligations of the Securities Intermediary, the Collateral Agent and the
Property Trustee with respect thereto, shall be governed by the laws of the
State of New York.  Regardless of
any provision in any other agreement, for purposes of the UCC, New York
shall be deemed to be the Securities Intermediary’s jurisdiction.


 


SECTION 3.05.  No Other Claims.  Except for the claims and interest of the
Collateral Agent and of the Issuer Trust in the Collateral Account, the
Securities Intermediary (without having conducted any investigation) does not
know of any claim to, or interest in, the Collateral Account or in any
financial asset credited thereto.  If any
Person asserts any lien, encumbrance or adverse claim (including any writ,
garnishment, judgment, warrant of attachment, execution or similar process)
against the Collateral Account or in any financial asset 


 


9

















 


carried therein, the Securities
Intermediary will promptly notify the Collateral Agent and the Property
Trustee.


 


SECTION 3.06.  Investment and Release.  All Proceeds of financial assets from time to
time deposited in the Collateral Account shall be invested and reinvested as
provided in this Agreement.  At no time
prior to termination of the Pledge with respect to any particular property
shall such property be released from the Collateral Account except in
accordance with this Agreement or upon written instructions of the Collateral
Agent.


 


SECTION 3.07.  No Other Agreements.  The Securities Intermediary has not entered
into, and prior to the termination of the Pledge will not enter into, any
agreement with any other Person relating to the Collateral Account or any
financial assets credited thereto, including, without limitation, any agreement
to comply with entitlement orders of any Person other than the Collateral
Agent.


 


SECTION 3.08.  Powers Coupled with an Interest.  The rights and powers granted in this Article III
to the Collateral Agent have been granted in order to perfect its security
interests in the Collateral Account, are powers coupled with an interest and
will be affected neither by the bankruptcy of the Property Trustee or the
Issuer Trust nor by the lapse of time. 
The obligations of the Securities Intermediary under this Article III
shall continue in effect until the termination of the Pledge with respect to
any and all Collateral.


 


SECTION 3.09.  Waiver of Lien; Waiver of Set-off.  The Securities Intermediary waives any
security interest, lien or right to make deductions or set-offs that it may now
have or hereafter acquire in or with respect to the Collateral Account, any
financial asset credited thereto or any security entitlement in respect
thereof.  Neither the financial assets
credited to the Collateral Account nor the security entitlements in respect
thereof will be subject to deduction, set-off, banker’s lien or any other right
in favor of any person other than the Company.


 


ARTICLE IV


 


Custody


 


SECTION 4.01.  Appointment.  The Issuer Trust hereby appoints the
Custodial Agent as Custodial Agent of the Issuer Trust to hold all of the
Junior Subordinated Debentures that are property of the Issuer Trust, other
than the Pledged Junior Subordinated Debentures (collectively, the “Custody
Junior Subordinated Debentures”), for the benefit of the Issuer Trust and
for the purposes set forth herein, and the Custodial Agent hereby accepts such
appointment under the terms and conditions set forth herein.


 


SECTION 4.02.  Custody.  The Custodial Agent will hold the Custody
Junior Subordinated Debentures in the Custody Account.  For the avoidance of doubt, the Custodial
Agent shall segregate on its books and records the assets of the Issuer Trust
(including the Collateral) from assets held by the Custodial Agent for other
customers or for the Custodial Agent itself. 
The Custodial Agent shall only have the obligations expressly set forth
herein and shall have no responsibility for monitoring compliance with the
Trust Agreement, the Stock Purchase Contract Agreement or any other agreement
in connection therewith.  The Custodial 


 


10

















 


Agent shall accept the Transfer
of Junior Subordinated Debentures from the Collateral Agent from time to time
pursuant to Section 6.02, deliver Junior Subordinated Debentures to the
Collateral Agent from time to time pursuant to Section 6.03 and deliver
Junior Subordinated Debentures to the Remarketing Agent on the Remarketing
Settlement Date pursuant to Section 8.03.


 


SECTION 4.03.  Termination of Custody Account.  Upon receipt by the Custodial Agent from the
Company of notice of termination of this Agreement pursuant to Section 2.03,
the Custodial Agent shall deliver the Custody Junior Subordinated Debentures to
the Property Trustee.


 


SECTION 4.04.  Waiver of Lien; Waiver of Set-off.  The Custodial Agent waives any security
interest, lien or right to make deductions or set-offs that it may now have or
hereafter acquire in or with respect to the Custodial Agent, any financial
asset credited thereto or any security entitlement in respect thereof.  Neither the financial assets credited to the
Custody Account nor the security entitlements in respect thereof will be subject
to deduction, set-off, banker’s lien or any other right in favor of any Person
other than the Issuer Trust.


 


ARTICLE V


 


Distributions on Collateral and Custody Junior Subordinated Debentures


 


SECTION 5.01.  Interest on Junior Subordinated
Debentures.  (a)  The Collateral
Agent shall transfer all interest received from time to time by the Collateral
Agent on account of the Pledged Junior Subordinated Debentures to the Paying
Agent.


 


(b)  The
Custodial Agent shall transfer all interest received from time to time by the
Custodial Agent on account of the Custody Junior Subordinated Debentures to the
Paying Agent.


 


SECTION 5.02.  Payments Following Termination Event or
Redemption Prior to Stock Purchase Date. 
Following a Termination Event or the termination of the Stock Purchase
Contracts upon redemption of all the Junior Subordinated Debentures by the
Company prior to the Stock Purchase Date in accordance with the Indenture,
written notice of which the Collateral Agent or the Custodial Agent, as the
case may be, shall have received from the Company, the Property Trustee or any
of the Administrative Trustees,


 


(a)  the Collateral Agent
shall cause the Securities Intermediary to Transfer (i) the Pledged Junior
Subordinated Debentures, (ii) the Pledged Treasury Securities and (iii) any
Permitted Investments, including in each case any and all payments of principal
or interest it receives in respect thereof, to the Property Trustee or its
designee, free and clear of the Pledge created hereby; and


 


(b)  the Custodial Agent
shall Transfer the Custody Junior Subordinated Debentures and any and all
payments of principal or interest it receives in respect thereof to the
Property Trustee or its designee.


 


11




















 


SECTION 5.03.  Payments Prior to or on Stock Purchase
Date.  (a)  Except as provided
in Section 5.03(c) and Section 6.05, if the Collateral Agent or
the Custodial Agent, as the case may be, shall not have received from the
Company, the Property Trustee or any of the Administrative Trustees notice of
any Termination Event or notice of the termination of the Stock Purchase
Contracts upon the redemption of all the Junior Subordinated Debentures by the
Company prior to the Stock Purchase Date in accordance with the Indenture, all
payments of principal received by the Collateral Agent or the Securities
Intermediary in respect of (i) the Pledged Junior Subordinated Debentures
and (ii) the Pledged Treasury Securities shall be held until the Stock
Purchase Date and an amount thereof equal to the Purchase Price under the Stock
Purchase Contracts shall be transferred to the Company on the Stock Purchase
Date as provided in Section 2.2 of the Stock Purchase Contract Agreement
in satisfaction of the Issuer Trust’s obligation to pay such Purchase
Price.  Any balance remaining in the
Collateral Account shall be released from the Pledge and Transferred to the
Paying Agent, free and clear of the Pledge created thereby for payment in accordance
with the terms of the Trust Agreement. 
The Company shall instruct the Collateral Agent in writing as to the
Permitted Investments in which any payments received under this Section 5.03(a) (which,
for purpose of confirmation, includes the excess Proceeds received under Section 6.05(b))
shall be invested;  provided,
however, that if the Company fails to deliver such instructions by 10:30 A.M.
(New York City time) on the day such payments are received by the
Collateral Agent, the Collateral Agent shall invest such payments in the
Permitted Investments as described in clause (6) of the definition of
Permitted Investments.  The Collateral
Agent shall have no liability in respect of losses incurred as a result of the
failure of the Company to provide timely written investment direction.  The Collateral Agent may conclusively rely on
any written direction and shall bear no liability for any loss or other damage
based on acting or omitting to act under this Section 5.03 (which, for
purpose of confirmation, includes acting or omitting to act under Section 6.05(b) in
respect of excess Proceeds referred to therein) pursuant to any direction of
the Company or any investment in Permitted Investments as described in clause (6) of
the definition of Permitted Investments as provided herein and neither the Collateral
Agent nor the Securities Intermediary shall in any way be liable for the
selection of Permitted Investments or by reason of any insufficiency in the
Collateral Account resulting from any loss on any Permitted Investment included
therein.


 


(b)  All payments of
principal received by the Custodial Agent in respect of the Custody Junior
Subordinated Debentures shall be transferred to the Paying Agent.


 


(c)  All payments of
principal received by the Collateral Agent or the Securities Intermediary in respect
of (1) the Pledged Junior Subordinated Debentures and (2) the Pledged
Treasury Securities or security entitlements thereto, that, in each case, have
been released from the Pledge pursuant hereto (other than Pledged Junior
Subordinated Debentures that upon such release shall have become Custody Junior
Subordinated Debentures in accordance with Section 6.03) shall be
transferred to or in accordance with the written instructions of the Paying
Agent.


 


SECTION 5.04.  Payments to Property Trustee.  The Securities Intermediary and the Custodial
Agent shall use commercially reasonable efforts to deliver payments to the
Paying Agent or the Property Trustee as provided hereunder to the following
account established by the Paying Agent or the Property Trustee, for credit to
U.S. Bank National Association, ABA # 091000022, ATTN: U.S. Bank Trust N.A.,
for further credit to A/C #173103322066, FFC 


 


12

















 


120789010, Ref: State Street
Capital Trust III Payment Account, not later than 12:00 P.M.
(New York City time) on the Business Day it receives such payment;  provided, however, that if
such payment is required to be made on a day that is not a Business Day or
after 11:00 A.M. (New York City time) on a Business Day, then it
shall use commercially reasonable efforts to deliver such payment to the Paying
Agent or the Property Trustee no later than 10:30 A.M. (New York City
time) on the next succeeding Business Day.


 


SECTION 5.05.  Assets Not Properly Released.  If the Paying Agent or the Property Trustee
shall receive any principal payments on account of financial assets credited to
the Collateral Account and not released therefrom in accordance with this
Agreement, the Paying Agent or the Property Trustee shall hold the same as
trustee of an express trust for the benefit of the Company and, upon receipt of
an Officers’ Certificate of the Company so directing, promptly deliver the same
to the Securities Intermediary for credit to the Collateral Account or to the
Company for application to the Obligations, and the Paying Agent or the
Property Trustee shall acquire no right, title or interest in any such payments
of principal amounts so received. 
Neither the Paying Agent nor the Property Trustee shall have any
liability under this Section 5.05 unless and until it has been notified in
writing that such payment was delivered to it erroneously and nor shall it have
any liability for any action taken, suffered or omitted to be taken prior to
its receipt of such notice.


 


ARTICLE VI


 


Initial
Deposit; Exchange of Normal APEX and

Qualifying Treasury Securities for Stripped APEX and Capital APEX;
Reinvestment of Proceeds


of Pledged
Treasury Securities


 


SECTION 6.01.  Initial Deposit of Junior Subordinated
Debentures.  (a)  Prior to or concurrently
with the execution and delivery of this Agreement, the Property Trustee shall
Transfer to the Securities Intermediary, for credit to the Collateral Account,
Junior Subordinated Debentures having an aggregate principal amount of
$500,100,000.


 


(b)  The Collateral Agent
shall, at any time or from time to time, at the written request of the Company,
cause any or all securities or other property underlying any financial assets
credited to the Collateral Account to be registered in the name of the Securities
Intermediary, the Collateral Agent or their respective nominees;  provided, however, that
unless any Event of Default (as defined in the Trust Agreement) shall have
occurred and be continuing, and in respect of which the Collateral Agent shall
have received written notice from the Property Trustee or the Administrative
Trustees, the Collateral Agent agrees not to cause any Junior Subordinated
Debentures to be so re-registered.


 


SECTION 6.02.  Exchange of Normal APEX and
Qualifying Treasury Securities for Stripped APEX and Capital APEX.  (a)  On each occasion on which a Holder
of Normal APEX exercises its rights pursuant to Sections 5.13(a)(i), (b) and
(c) of the Trust Agreement to exchange Normal APEX and Qualifying
Treasury Securities for Stripped APEX and Capital APEX by, during any
Exchange Period:


 


13





















 


(i)  depositing with the Securities Intermediary, for credit to
the Collateral Account the U.S. Treasury security that is the Qualifying
Treasury Security on the date of deposit, in the principal amount of $1,000 for
each Normal APEX being Exchanged;


 


(ii)  Transferring the Normal APEX being Exchanged to the
Securities Registrar; and


 


(iii)  delivering a duly executed and completed Stripping Notice
and Request to the Securities Registrar and Collateral Agent (x) stating
that the Holder has deposited the appropriate Qualifying Treasury Securities
with the Collateral Agent for deposit in the Collateral Account, (y) stating
that the Holder is Transferring the related Normal APEX to the Securities
Registrar in connection with an Exchange of such Normal APEX and
Qualifying Treasury Securities for a Like Amount of Stripped APEX and
Capital APEX, and (z) requesting the delivery to the Holder of such
Stripped APEX and Capital APEX,


 


the Collateral Agent shall,
upon the deposit and Transfer pursuant to clauses (i) and (ii) and
receipt of the notice and request referred to in clause (iii), (w) be
deemed to accept the Qualifying Treasury Securities deposited pursuant to
clause (i) as Collateral subject to the Pledge, (x) release Pledged
Junior Subordinated Debentures of a Like Amount from the Pledge, (y) Transfer
such Pledged Junior Subordinated Debentures to the Custodial Account free and
clear of the Company’s security interest therein, and (z) confirm to the
Property Trustee in writing that such release and Transfer has occurred.  The Custodial Agent shall continue to hold
such Junior Subordinated Debentures as Custody Junior Subordinated Debentures
pursuant to Article IV.


 


(b)  The Securities
Registrar, pursuant to the procedures provided for in Section 5.11 of the
Trust Agreement dealing with increasing and decreasing the number of Capital
Securities evidenced by Book-Entry Capital Securities Certificates, shall cancel
the number of Normal APEX Transferred pursuant to Section 6.02(a) and
deliver a Like Amount of Stripped APEX and Capital APEX to the
Holder, all by making appropriate notations on the Book-Entry Capital
Securities Certificates of the appropriate Series.


 


(c)  The substitution of
Qualifying Treasury Securities, or security entitlements thereto, for financial
assets held in the Collateral Account pursuant to this Section 6.02, shall
not constitute a novation of the security interest created hereby.


 


(d)  The determinations
made by the Administrative Trustees pursuant to Section 10.1 of the Trust
Agreement, including the issue dates, the maturity dates and when available,
the CUSIP numbers of the Qualifying Treasury Securities, shall be made
available by the Collateral Agent to any Holder requesting such information.


 


SECTION 6.03.  Exchange of Stripped APEX and Capital
APEX for Normal APEX and Qualifying Treasury Securities.  (a)  On each occasion on which a Holder
of Stripped APEX and Capital APEX exercises its rights pursuant to
Sections 5.13(d) of the Trust Agreement to exchange Stripped APEX and
Capital APEX for Normal APEX and Qualifying Treasury Securities by,
during any Exchange Period, Transferring the Stripped APEX and the 


 


14

















 


Capital APEX being
Exchanged to the Securities Registrar and delivering a duly executed and
completed Recombination Notice and Request to the Securities Registrar and
Collateral Agent (x) stating that the Holder is Transferring the related
Stripped APEX and Capital APEX to the Securities Registrar in
connection with the Exchange of such Stripped APEX and Capital
APEX for a Like Amount of each of Normal APEX and Pledged Treasury
Securities, (y) requesting the Collateral Agent to release from the Pledge
and deliver to the Holder Pledged Treasury Securities in a principal amount
equal to the Liquidation Amount of each of the Stripped APEX and Capital
APEX being exchanged, and (z) requesting the Securities Registrar to
deliver to the Holder Normal APEX of a Like Amount, the Custodial Agent
shall:


 


(i)  Transfer a Like Amount of Junior Subordinated Debentures from
the Custody Account to the Collateral Account in substitution for such Pledged
Treasury Securities;


 


(ii)  be deemed to accept the Junior Subordinated Debentures
Transferred by the Custodial Agent pursuant to clause (i) as Collateral
subject to the Pledge; and


 


(iii)  release Pledged Treasury Securities of a Like Amount from
the Pledge and deliver such Qualifying Treasury Securities to the Holder free
and clear of the Company’s security interest therein, and confirm in writing to
the Property Trustee that such release and Transfer has occurred; and


 


the Securities Registrar,
pursuant to the procedures provided for in Section 5.11 of the Trust
Agreement dealing with increasing and decreasing the number of Capital
Securities evidenced by Book-Entry Capital Securities Certificates, shall
cancel the number of Stripped APEX and Capital APEX delivered
pursuant to Section 6.03(a) and deliver a Like Amount of Normal
APEX to the Holder, all by making appropriate notations on the Book-Entry
Capital Securities Certificates of the appropriate Series.


 


(b)  The substitution of
Junior Subordinated Debentures for financial assets held in the Collateral
Account pursuant to this Section 6.03, shall not constitute a novation of
the security interest created hereby.


 


SECTION 6.04.  Termination Event; Redemption Prior to
Stock Purchase Date.  

(a)  Upon receipt by the Collateral Agent of written notice from the
Company, the Property Trustee or any of the Administrative Trustees of the
Issuer Trust that (x) a Termination Event has occurred or (y) the
Stock Purchase Contracts have been terminated upon redemption of all the Junior
Subordinated Debentures prior to the Stock Purchase Date in accordance with the
Indenture, the Collateral Agent shall release all Collateral from the Pledge
and shall promptly instruct the Securities Intermediary to Transfer:


 


(i)  any Pledged Junior Subordinated Debentures; and


 


(ii)  any Pledged Treasury Securities,


 


to the Property Trustee, free
and clear of the Pledge created hereby.


 


(b)  If such Termination
Event shall result from the Company’s becoming a debtor under the Bankruptcy
Code, and if the Collateral Agent shall for any reason fail promptly 


 


15

















 


to effectuate the release and Transfer of all Pledged Junior
Subordinated Debentures, Pledged Treasury Securities, Permitted Investments,
Remarketing Treasury Securities and Proceeds of any of the foregoing, as the
case may be, as provided by this Section 6.04, the Property Trustee or any
of the Administrative Trustees shall:


 


(i)  use its best efforts to obtain an opinion of a nationally
recognized law firm to the effect that, notwithstanding the Company being the
debtor in such a bankruptcy case, the Collateral Agent will not be prohibited
from releasing or Transferring the Collateral as provided in this Section 6.04
and shall deliver or cause to be delivered such opinion to the Collateral Agent
within ten calendar days after the occurrence of such Termination Event, and if
(A) the Property Trustee or any of the Administrative Trustees shall be
unable to obtain such opinion within ten calendar days after the occurrence of
such Termination Event or (B) the Collateral Agent shall continue, after
delivery of such opinion, to refuse to effectuate the release and Transfer of
all Pledged Junior Subordinated Debentures, Pledged Treasury Securities,
Permitted Investments, Remarketing Treasury Securities and Proceeds of any of
the foregoing, as the case may be, as provided in this Section 6.04, then
the Property Trustee shall within fifteen calendar days after the occurrence of
such Termination Event commence an action or proceeding in the court having
jurisdiction of the Company’s case under the Bankruptcy Code seeking an order
requiring the Collateral Agent to effectuate the release and Transfer of all
Pledged Junior Subordinated Debentures, Pledged Treasury Securities, Permitted
Investments, Remarketing Treasury Securities and Proceeds of any of the
foregoing, or as the case may be, as provided by this Section 6.04; or


 


(ii)  commence an action or proceeding like that described in Section 6.04(b)(i) hereof
within 10 calendar days after the occurrence of such Termination Event.


 


SECTION 6.05.  Reinvestment of Proceeds of Pledged
Treasury Securities.  

(a)  At or about 11:00 A.M., New York City time, on each
Trade Date, the Collateral Agent shall select at least three Reference Dealers
(including at least three Reference Dealers named on Schedule I hereto or
named by any of the Administrative Trustees as replacements therefor who are
approved counterparties of U.S. Bank National Association) and request each of
them to provide a commitment (which may be oral if promptly confirmed in
writing by facsimile or e-mail), satisfactory in form to the Collateral Agent,
to the effect that if selected as the Final Dealer, such Reference Dealer shall
sell to the Collateral Agent, for delivery against payment on the immediately
succeeding Roll Date, an aggregate principal amount of the U.S. Treasury
security that is the Qualifying Treasury Security on such Roll Date equal to
the aggregate principal amount of Qualifying Treasury Securities held in the
Collateral Account on such Trade Date. 
If the Collateral Agent shall have received at least two firm offers, it
shall select the lowest offer and the Reference Dealer providing the lowest
offer shall be the “Final Dealer”;  provided,
however, that if two or more Reference Dealers have provided identical
lowest offers, the Collateral Agent shall select any of these Reference Dealers
as the Final Dealer in its absolute discretion. 
The Final Dealer shall be obligated to sell to the Collateral Agent, for
Cash on the Roll Date, the aggregate principal amount of the U.S. Treasury
security specified in such offer.  If the
Collateral Agent determines that (i) a Market Disruption Event has
occurred or (ii) fewer than two Reference Dealers have provided firm
offers in a timely manner meeting the foregoing requirements, the steps
contemplated above shall be taken on each succeeding Business Day on 


 


16

















 


which the Collateral Agent
determines that no Market Disruption Event has occurred until at least two
Reference Dealers have provided such offers, except that the Collateral Agent
shall request offers from the Reference Dealers for same day settlement.  The Collateral Agent shall use reasonable
care in administering the foregoing procedures and shall have no liability in
connection therewith to the Issuer Trust, the Property Trustee, the Company or
any other Person in the absence of gross negligence or willful misconduct.  All determinations regarding whether a Market
Disruption Event has occurred shall be made by the Collateral Agent in its sole
discretion.


 


(b)  On each Roll Date
(or, if no Final Dealer shall have been selected on the Trade Date, on the date
that the Final Dealer is selected), the Collateral Agent shall instruct the
Securities Intermediary to apply the Proceeds of the U.S. Treasury
securities held in the Collateral Account to the purchase price of the
Qualifying Treasury Securities, which shall be deposited in the Collateral
Account, and to apply the excess of such Proceeds over the purchase price of
the Qualifying Treasury Securities to purchase Permitted Investments for
deposit in the Collateral Account.


 


(c)  On each Additional
Distribution Date, if the Qualifying Treasury Securities shall have been
purchased and deposited in the Collateral Account, the Collateral Agent shall
liquidate the Permitted Investments in the Collateral Account and direct the
Securities Intermediary to pay the Proceeds to the Payment Account.


 


SECTION 6.06.  Application of Proceeds in Settlement of
Stock Purchase Contracts.  (a) 
The Issuer Trust (acting through the Property Trustee) agrees to pay the
purchase price under the Stock Purchase Contracts on the Stock Purchase Date
from the Proceeds of the Qualifying Treasury Securities and the Proceeds of the
Remarketing Treasury Securities held in the Collateral Account (or in the
circumstances set forth in the Stock Purchase Contract Agreement, by assignment
thereof).  Without receiving any further
instruction from the Property Trustee, the Collateral Agent shall, in
settlement of such Stock Purchase Contracts on the Stock Purchase Date,
instruct the Securities Intermediary to remit Proceeds of the Qualifying
Treasury Securities and the Proceeds of the Remarketing Treasury Securities to
the Company.


 


(b)  In the event of a
Failed Remarketing, the Collateral Agent, for the benefit of the Company, will,
at the written instruction of the Company, deliver or dispose of the Pledged
Junior Subordinated Debentures in accordance with the Company’s written
instructions to satisfy in full, from any such disposition or retention, the
obligations of the Issuer Trust to pay the purchase price for the shares of
Preferred Stock to be issued under the Stock Purchase Contracts to the extent
not paid from the Proceeds of the Qualifying Treasury Securities held in the
Collateral Account.


 


(c)  Thereafter, the
Collateral Agent shall promptly remit the Proceeds of the Qualifying Treasury
Securities and of the disposition, if any, of the Pledged Junior Subordinated Debentures
in the event of a Failed Remarketing held in the Collateral Account in excess
of the aggregate purchase price for the shares of Preferred Stock to be issued
under such Stock Purchase Contracts to the Property Trustee or to the Paying
Agent on behalf of the Property Trustee for deposit into the Payment Account
for distribution in accordance with the terms of the Trust Agreement.


 


17

















 


SECTION 6.07.  Application of Proceeds in a Remarketing.  The Remarketing Agent will agree pursuant to
the Remarketing Agreement to purchase the Remarketing Treasury Securities with
the net proceeds of a Successful Remarketing and deliver such Remarketing
Treasury Securities to the Securities Intermediary for deposit into the
Collateral Account.


 


ARTICLE VII


 


Voting Rights —
Junior Subordinated Debentures


 


SECTION 7.01.  Voting Rights.  The Property Trustee on behalf of the Issuer
Trust may, subject to the Trust Agreement, exercise, or refrain from
exercising, any and all voting and other consensual rights pertaining to the
Junior Subordinated Debentures or any part thereof for any purpose not
inconsistent with the terms of this Agreement and in accordance with the terms
of the Stock Purchase Contract Agreement;  provided,
however, that the Property Trustee shall not exercise or shall not
refrain from exercising such right with respect to any Junior Subordinated
Debentures, if, in the reasonable judgment of the Property Trustee, such action
would impair or otherwise have a material adverse effect on the value of all or
any of the Junior Subordinated Debentures; and
provided, further, that the Property Trustee shall
give the Company, the Collateral Agent and the Custodial Agent, at least five
Business Days’ prior written notice of the manner in which it intends to
exercise, or its reasons for refraining from exercising, any such right.  Upon receipt of any notices and other
communications in respect of any Junior Subordinated Debentures, including
notice of any meeting at which holders of the Junior Subordinated Debentures
are entitled to vote or solicitation of consents, waivers or proxies of holders
of the Junior Subordinated Debentures, the Collateral Agent and the Custodial
Agent shall use reasonable efforts to send promptly to the Property Trustee
such notice or communication, and as soon as reasonably practicable after
receipt of a written request therefor from the Property Trustee, execute and
deliver to the Property Trustee such proxies and other instruments in respect of
such Junior Subordinated Debentures (in form and substance satisfactory to the
Collateral Agent or the Custodial Agent, as the case may be) as are prepared by
the Company and delivered to the Property Trustee with respect to the Junior
Subordinated Debentures.


 


ARTICLE VIII


 


Rights and
Remedies


 


SECTION 8.01.  Rights and Remedies of the Collateral
Agent.  (a)  In addition to the
rights and remedies specified in Section 6.04 or otherwise available at
law or in equity, after an event of default under the Stock Purchase Contracts,
the Collateral Agent shall have all of the rights and remedies with respect to
the Collateral of a secured party under the UCC (whether or not the UCC is in
effect in the jurisdiction where the rights and remedies are asserted) and the
TRADES Regulations and such additional rights and remedies to which a secured
party is entitled under the laws in effect in any jurisdiction where any rights
and remedies hereunder may be asserted. 
Without limiting the generality of the foregoing, such remedies may
include, to the extent permitted by applicable law, (1) retention of the
Pledged Junior Subordinated Debentures or the Pledged Treasury Securities in
full satisfaction of the Issuer Trust’s or the Property Trustee’s obligations
under the Stock Purchase Contracts and the Stock Purchase Contract 


 


18

















 


Agreement or (2) sale of
the Pledged Junior Subordinated Debentures or the Pledged Treasury Securities
in one or more public or private sales as permitted by applicable law.


 


(b)  Without limiting any
rights or powers otherwise granted by this Agreement to the Collateral Agent,
in the event the Collateral Agent is unable to make payments from amounts
transferred or transferable to the Company on account of any Pledged Junior
Subordinated Debentures or any Pledged Treasury Securities as provided in Article V,
in satisfaction of the Obligations of the Issuer Trust under the Stock Purchase
Contracts, the inability to make such payments shall constitute an event of
default under the Stock Purchase Contracts and the Collateral Agent shall have
and may exercise, with reference to such Pledged Junior Subordinated Debentures
or such Pledged Treasury Securities any and all of the rights and remedies
available to a secured party under the UCC and the TRADES Regulations after
default by a debtor, and as otherwise granted herein or under any other law.


 


(c)  Without limiting any
rights or powers otherwise granted by this Agreement to the Collateral Agent,
the Collateral Agent is hereby irrevocably authorized to receive and collect
all payments of (i) the principal amount of, and any interest on, the
Pledged Junior Subordinated Debentures and (ii) the principal amount of,
and any interest on, the Pledged Treasury Securities, subject, in each case, to
the provisions of Article V, and as otherwise granted herein.


 


(d)  The Property Trustee
agrees that, from time to time, upon the written request of the Company or the
Collateral Agent (acting upon the request of the Company), the Property Trustee
shall execute and deliver such further documents and do such other acts and
things as the Company or the Collateral Agent (acting upon the request of the
Company) may reasonably request in order to maintain the Pledge, and the perfection
and priority thereof, and to confirm the rights of the Collateral Agent
hereunder;  provided, however,
that, in no event shall the Property Trustee be responsible for the preparation
(other than execution upon the request of the Company) or filing of any
financing or continuation statements.  In
the absence of bad faith, the Property Trustee shall have no liability to the
Company or the Collateral Agent (acting upon the request of the Company) for
executing any documents or taking any such acts requested by the Company or the
Collateral Agent (acting upon the request of the Company) hereunder.


 


SECTION 8.02.  Remarketing; Contingent Exchange Elections
by Holder of Normal APEX.  (a) 
In the event a Holder of Normal APEX exercises its rights pursuant to Sections
5.14(a)(i), (b) and (e) of the Trust Agreement to contingently
exchange Normal APEX and Qualifying Treasury Securities for Stripped
APEX and Capital APEX in connection with any Remarketing by,


 


(i)  during the period that commences with the Collateral Agent’s
and the Securities Registrar’s opening of normal business hours on the tenth
Business Day immediately preceding the first day of a Remarketing Period and
ending at 3:00 P.M., New York City time, on the second Business Day
immediately preceding the first day of such Remarketing Period, Transferring
the Normal APEX that are the subject of such Contingent Exchange Election
to the Securities Registrar, accompanied by a duly executed and completed
Notice of Contingent Exchange Election; and


 


19





















 


(ii)  not later than 3:00 P.M., New York City time, on
the second Business Day immediately preceding the first day of such Remarketing
Period, depositing with the Collateral Agent the U.S. Treasury security that is
the Qualifying Treasury Security on the date of deposit, in the amount of
$1,000 for each Normal APEX that is subject to the Contingent Exchange
Election,


 


the Collateral Agent shall,
upon the Transfer and receipt of the duly executed and completed Notice of
Contingent Exchange Election pursuant to clause (i) and the deposit
referred to in clause (ii), notify the Remarketing Agent not later than 11:00 A.M.,
New York City time, on the Business Day immediately preceding the first
day of each Remarketing Period of the aggregate principal amount of Pledged
Junior Subordinated Debentures with respect to which elections have been
validly made pursuant to this Section 8.02(a).


 


(b)  Upon the receipt of
notice from the Remarketing Agent that the Remarketing has been Successful, on
the Remarketing Settlement Date,


 


(i)  the Collateral Agent shall (A) instruct the Securities
Intermediary to release from the Pledge and deliver to the Remarketing Agent
the Pledged Junior Subordinated Debentures for which no election has been
validly made pursuant to Section 8.02(a), free and clear of the Company’s
security interest therein, against delivery by the Remarketing Agent of the
Remarketing Treasury Securities purchased with the net Proceeds of the sale of
such Pledged Junior Subordinated Debentures in the Remarketing for deposit in
the Collateral Account, and (B) instruct the Securities Intermediary to
release from the Pledge and Transfer to the Custody Account the Pledged Junior
Subordinated Debentures for which an election has been validly made pursuant to
Section 8.02(a), free and clear of the Company’s security interest
therein, upon delivery by the Collateral Agent to the Securities Intermediary
for deposit into the Collateral Account the Qualifying Treasury Securities to
be deposited in connection with such elections, and confirm to the Property
Trustee in writing that such instructions have been delivered;


 


(ii)  the Securities Intermediary shall (A) release the
Pledged Junior Subordinated Debentures from the Pledge, Transfer such Pledged
Junior Subordinated Debentures, free and clear of the Pledge, (x) to the
Remarketing Agent in the case of Pledged Junior Subordinated Debentures for
which no election has been validly made pursuant to Section 8.02(a) and
(y) to the Custody Account in the case of Pledged Junior Subordinated
Debentures for which an election has been validly made pursuant to Section 8.02(a),
(B) deposit in the Collateral Account as Pledged Treasury Securities the
Qualifying Treasury Securities deposited with the Collateral Agent pursuant to Section 8.02(a) and
the Remarketing Treasury Securities deposited with the Collateral Agent
pursuant to Section 6.07 and (C) confirm to the Property Trustee in
writing that such release, Transfer and deposit have occurred;


 


(iii)  the Custodial Agent shall hold such Junior Subordinated
Debentures delivered to it pursuant to clause (ii)(y) of this Section 8.02(b) in
the Custody Account; and


 


(iv)  the Securities Registrar shall cancel the number of Normal
APEX Transferred pursuant to Section 8.02(a) and deliver a Like
Amount of Capital APEX and Stripped 


 


20





















 


APEX to
the Holder in accordance with the procedures provided for in Section 5.14
of the Trust Agreement.


 


(c)  Upon the receipt of notice from the Remarketing Agent that
the Remarketing has not been Successful:


 


(i)  as soon as reasonably practicable after the Remarketing, the
Collateral Agent will deliver back to such Holder the Qualifying Treasury
Securities delivered by such Holder to the Collateral Agent pursuant to Section 8.02(a);
and


 


(ii)  the Securities Registrar will disregard the delivery by such
Holder of Normal APEX pursuant to Section 8.02(a), with the
consequence that such Holder shall be deemed to continue to hold such Normal
APEX.


 


(d)  The substitution of
Qualifying Treasury Securities, or security entitlements thereto, for financial
assets held in the Collateral Account pursuant to this Section 8.02, shall
not constitute a novation of the security interest created hereby.


 


SECTION 8.03.  Contingent Disposition Election by Holder
of Capital APEX.  (a)  In the
event a Holder of Capital APEX exercises its rights pursuant to Sections
5.14(a)(ii), (b), (f) and (g) of the Trust Agreement to contingently
dispose of Capital APEX in connection with any Remarketing by, during the
period that commences with the Custodial Agent’s and Securities Registrar’s
opening of normal business hours on the tenth Business Day immediately
preceding the first day of a Remarketing Period and ending at 3:00 P.M.,
New York City time, on the second Business Day immediately preceding the
first day of such Remarketing Period, Transferring the Capital APEX that
are the subject of such Contingent Disposition Election to the Securities
Registrar and delivering a duly completed Notice of Contingent Disposition
Election to the Securities Registrar and Custodial Agent, the Custodial Agent
shall, upon such Transfer and receipt of such notice, notify the Remarketing
Agent not later than 11:00 A.M., New York City time, on the Business
Day immediately preceding the first day of each Remarketing Period of the
aggregate principal amount of Custody Junior Subordinated Debentures with
respect to which elections have been validly made pursuant to this Section 8.03(a).


 


(b)  Upon receipt of
notice from the Remarketing Agent that the related Remarketing is Successful:


 


(i)  the Securities Registrar shall cancel the number of Capital
APEX Transferred pursuant to Section 8.03(a) in accordance with
the procedures provided for in Section 5.11 of the Trust Agreement;


 


(ii)  the Custodial Agent shall deliver Custody Junior
Subordinated Debentures in the aggregate principal amount with respect to which
elections have been validly made pursuant to Section 8.03(a) to the
Remarketing Agent on the Remarketing Settlement Date; and


 


21





















 


(iii)  on or promptly after the Remarketing Settlement Date, the
Custodial Agent shall pay to the Property Trustee the net Proceeds of the Custody
Junior Subordinated Debentures received from the Remarketing Agent.


 


(c)  If the Custodial
Agent is notified by the Property Trustee or the Remarketing Agent that the
related Remarketing is not Successful, the Securities Registrar shall disregard
the delivery by such Holder of Capital APEX pursuant to Section 8.03(a),
with the consequence that such Holder shall continue to hold such Capital APEX.


 


(d)  None of the
Collateral Agent, the Securities Intermediary, the Custodial Agent, the
Securities Registrar, the Property Trustee, the Company or the Remarketing
Agent shall be obligated in any case to provide funds to make payment upon
tender of Junior Subordinated Debentures for Remarketing.


 


ARTICLE IX


 


Representations
and Warranties; Covenants


 


SECTION 9.01.  Representations and Warranties.  The Property Trustee on behalf of the Issuer
Trust hereby represents and warrants to the Collateral Agent that:


 


(a)  the Property Trustee on behalf of the Issuer Trust has the
power to grant a security interest in and lien on the Collateral; and


 


(b)  the Property Trustee on behalf of the Issuer Trust is the
sole beneficial owner of the Collateral and, in the case of Collateral
delivered in physical form, is the sole holder of such Collateral and is the
sole beneficial owner of, or has the right to Transfer, the Collateral it
Transfers to the Collateral Agent for credit to the Collateral Account, free
and clear of any security interest, lien, encumbrance, call, liability to pay
money or other restriction other than the security interest and lien granted
under Article II hereof.


 


SECTION 9.02.  Covenants.  The Property Trustee on behalf of the Issuer
Trust hereby covenants to the Collateral Agent that for so long as the
Collateral remains subject to the Pledge:


 


(a)  it will not create or purport to create or allow to subsist
any mortgage, charge, lien, pledge or any other security interest whatsoever
over the Collateral or any part of it other than pursuant to this Agreement;
and


 


(b)  it will not sell or otherwise dispose (or attempt to dispose)
of the Collateral or any part of it except in accordance with the terms of this
Agreement.


 


22

















 


ARTICLE X


 


The Collateral
Agent, The Custodial Agent, The Securities Intermediary

and The Securities Registrar


 


It is hereby agreed as follows:


 


SECTION 10.01.  Appointment, Powers and Immunities.  The Collateral Agent and the Securities
Intermediary shall act as agents for the Company hereunder with such powers as
are specifically vested in the Collateral Agent or the Securities Intermediary,
as the case may be, by the terms of this Agreement and the Collateral Agent and
the Securities Intermediary owe no duties, fiduciary or otherwise, to any other
Person except as provided by applicable law. 
The Custodial Agent and the Securities Registrar shall act as agents for
the Property Trustee hereunder with such powers as are specifically vested in
the Custodial Agent or the Securities Registrar, as the case may be, by the
terms of this Agreement and, in the case of the Securities Registrar, the Trust
Agreement and the Custodial Agent and the Securities Registrar owe no duties,
fiduciary or otherwise, to any other Person except as provided by applicable
law.  The Collateral Agent, the Custodial
Agent, the Securities Intermediary and the Securities Registrar shall:


 


(a)  have no duties or responsibilities except those expressly set
forth in this Agreement and no implied covenants or obligations shall be
inferred from this Agreement against the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Securities Registrar, nor shall the
Collateral Agent, the Custodial Agent, the Securities Intermediary and the
Securities Registrar be bound by the provisions of any agreement by any party
hereto beyond the specific terms hereof;


 


(b)  not be responsible for any recitals contained in this
Agreement, or in any certificate or other document referred to or provided for
in, or received by it under, this Agreement, the Capital Securities or the Stock
Purchase Contract Agreement, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement (other than as
against the Collateral Agent, the Custodial Agent or the Securities Registrar,
as the case may be), the Capital Securities, any Collateral or the Stock
Purchase Contract Agreement or any other document referred to or provided for
herein or therein or for any failure by the Company or any other Person (except
the Collateral Agent, the Securities Intermediary, the Custodial Agent or the
Securities Registrar, as the case may be) to perform any of its obligations
thereunder or hereunder or for the validity, perfection, enforceability,
priority or, except as expressly required hereby, maintenance of any security
interest created hereunder;


 


(c)  not be required to initiate or conduct any litigation or
collection efforts or proceedings hereunder (except pursuant to directions
furnished under Section 10.02, subject to Section 10.08);


 


(d)  not be responsible for the exercise of any of the rights and
remedies (at the direction of the Property Trustee or the Holders of the APEX,
or otherwise) upon a default or event of default under the Indenture;


 


23





















 


(e)  not be responsible for any action taken, suffered or omitted
to be taken by it hereunder or under any other document or instrument referred
to or provided for herein or in connection herewith or therewith, except for
its own gross negligence or willful misconduct; and


 


(f)  not be required to advise any party as to selling or
retaining, or taking or refraining from taking any action with respect to, any
securities or other property deposited hereunder.


 


Subject to the foregoing,
during the term of this Agreement, the Collateral Agent, the Securities
Intermediary, the Custodial Agent and Securities Registrar shall take all
reasonable action in connection with the safekeeping and preservation of the
Collateral and the Custody Junior Subordinated Debentures hereunder as determined
by industry standards.


 


No provision of this Agreement
shall require the Collateral Agent, the Securities Intermediary, the Custodial
Agent or the Securities Registrar to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties
hereunder.  In no event shall the
Collateral Agent, the Securities Intermediary, the Custodial Agent or the
Securities Registrar be liable for any amount in excess of the Value of the
Collateral and the Custody Junior Subordinated Debentures.


 


SECTION 10.02.  Instructions of the Company.  The Company shall have the right, by one or
more written instruments executed and delivered to the Collateral Agent, to
direct the time, method and place of conducting any proceeding for the
realization of any right or remedy available to the Collateral Agent, or of
exercising any power conferred on the Collateral Agent, or to direct the taking
or refraining from taking of any action authorized by this Agreement;  provided, however, that (i) such
direction shall not conflict with the provisions of any law or of this
Agreement or involve the Collateral Agent in personal liability and (ii) the
Collateral Agent shall be indemnified as provided herein.  Nothing contained in this Section 10.02
shall impair the right of the Collateral Agent in its discretion to take any
action or omit to take any action which it deems proper and which is not
inconsistent with such direction.  None
of the Collateral Agent, the Custodial Agent or the Securities Registrar has
any obligation or responsibility for determining the necessity of filing or to
file or monitor the filing of UCC financing statements or other UCC statements.


 


SECTION 10.03.  Reliance by Collateral Agent, Custodial
Agent, Securities Intermediary and Securities Registrar.  Each of the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar shall be
entitled to rely conclusively upon any certification, order, judgment, opinion,
notice or other written or telephonic communication (including, without
limitation, any thereof by e-mail or similar electronic means, telecopy, telex
or facsimile) believed by it to be genuine and to have been signed or sent by
or on behalf of the proper Person or Persons (without being required to
determine the correctness of any fact stated therein).  Each of the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar may consult with
legal counsel or other experts of its selection and the advice, opinions and
statements of such legal counsel and other experts and any Opinion of 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.  As to any matters not 


 


24

















 


expressly provided for by this
Agreement, the Collateral Agent, the Securities Intermediary, the Custodial
Agent and the Securities Registrar shall in all cases be fully protected in
acting, suffering, or in refraining from acting, hereunder in accordance with
instructions given by the Company or the Property Trustee in accordance with
this Agreement.  In the event any
instructions are given (other than in writing at the time of the execution of
the Agreement), whether in writing, by telecopier or otherwise, the Collateral
Agent, the Securities Intermediary, the Custodial Agent and the Securities
Registrar are authorized to seek confirmation of such instructions by telephone
call-back to the person or persons designated on Schedule II hereto, and
the Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Securities Registrar may rely upon the confirmations of anyone purporting to be
the Person or Persons so designated.  The
persons and telephone numbers for call-backs may be changed only in writing
actually received and acknowledged by the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar.


 


It is understood that the Collateral
Agent, the Securities Intermediary, the Custodial Agent and the Securities
Registrar in any funds transfer may rely solely upon any account numbers or
similar identifying numbers provided by the Company or the Property Trustee to
identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an
intermediary bank.  The Collateral Agent,
the Securities Intermediary, the Custodial Agent and the Securities Registrar
may apply any of the deposited funds for any payment order it executes using
any such identifying number, even where its use may result in a Person other
than the beneficiary being paid, or the transfer of funds to a bank other than
the beneficiary’s bank, or an intermediary bank, designated by the Company or
the Property Trustee;  provided,
however, that payment is made and confirmed to the account as specified
by the Company or the Property Trustee, as the case may be.


 


SECTION 10.04.  Certain Rights.  (a)  Whenever in the administration of
the provisions of this Agreement the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar shall deem it
necessary or desirable that a matter be proved or established prior to taking
or suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar, be deemed to be
conclusively proved and established by a certificate signed by one of the
Company’s officers, and delivered to the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar and such
certificate, in the absence of bad faith on the part of the Collateral Agent,
the Securities Intermediary, the Custodial Agent or the Securities Registrar,
shall be full warrant to the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar for any action taken, suffered or
omitted by any of them under the provisions of this Agreement in reliance
thereon.


 


(b)  The Collateral Agent,
the Securities Intermediary, the Custodial Agent and the Securities Registrar
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, entitlement order, approval or other paper or document.


 


(c)  None of the
Collateral Agent, the Securities Intermediary, the Custodial Agent or the Securities
Registrar shall be responsible or liable for any failure or delay in the 


 


25





















 


performance of its obligations under this Agreement arising out of or
caused, directly or indirectly, by circumstances beyond its reasonable control,
including, without limitation, acts of God, earthquakes, fires, floods,
terrorism, wars, civil or military disturbances, sabotage, epidemics, riots,
interruptions, loss or malfunctions of utilities, computer (hardware or software)
or communication services, accidents, labor disputes, acts of civil or military
authority and governmental action.


 


(d)  The Collateral Agent,
the Securities Intermediary, the Custodial Agent or the Securities Registrar
may request that the Company and the Property Trustee each deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Agreement,
which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.


 


(e)  The permissive right
of the Collateral Agent, the Securities Intermediary, the Custodial Agent and
the Securities Registrar to take or refrain from taking any actions enumerated
in this Agreement shall not be construed as a duty;


 


(f)  None of the
Collateral Agent, the Securities Intermediary, the Custodial Agent or the
Securities Registrar shall be liable for any error of judgment made in good
faith, unless it shall have been grossly negligent in ascertaining the
pertinent facts.


 


(g)  The Collateral Agent,
the Securities Intermediary, the Custodial Agent and the Securities Registrar
shall have no liability whatsoever for the action or inaction of any Clearing
Agency or any book-entry system thereof. 
In no event shall any Clearing Agency or any book-entry system thereof
be deemed an agent or subcustodian of the Collateral Agent, the Securities Intermediary,
the Custodial Agent or the Securities Registrar.  Unless and until Definitive Capital
Securities Certificates have been issued to Owners pursuant to Section 5.15
of the Trust Agreement, the Collateral Agent, the Securities Intermediary, the
Custodial Agent and the Securities Registrar shall be entitled to deal with the
Clearing Agency for all purposes of this Agreement (including the receipt or
transfer of any funds hereunder) as the Holder of the Capital Securities, shall
have no obligation to the Owners and the rights of the Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreement between such Owners and the Issuer Trust or
the Clearing Agency Participants.  The
provisions of Sections 5.6 and 5.11 of the Trust Agreement are hereby made
applicable to the Collateral Agent, the Securities Intermediary, the Custodial
Agent and the Securities Registrar, mutatis mutandis, as if they were the
Securities Registrar as referred to therein.


 


(h)  The Securities
Registrar shall also have all of the rights, privileges, protections,
immunities and benefits given to the Securities Registrar under the Trust
Agreement, including its right to be indemnified.  In the event of any conflict between any of
the provisions of the Trust Agreement and this Agreement with respect to any of
such rights, privileges, protections, immunities and benefits, the provisions
of this Agreement shall govern and control and supersede such other provisions.


 


SECTION 10.05.  Merger, Conversion, Consolidation or
Succession to Business.  Any Person
into which the Collateral Agent, the Securities Intermediary, the Custodial
Agent 


 


26

















 


and the Securities Registrar
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Collateral
Agent, the Securities Intermediary, the Custodial Agent and the Securities
Registrar shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar shall be the
successor of the Collateral Agent, the Securities Intermediary, the Custodial
Agent or the Securities Registrar hereunder without the execution or filing of
any paper with any party hereto or any further act on the part of any of the
parties hereto except where an instrument of transfer or assignment is required
by law to effect such succession, anything herein to the contrary
notwithstanding.


 


SECTION 10.06.  Rights in Other Capacities.  The Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar and their
Affiliates may (without having to account therefor to the Company) accept
deposits from, lend money to, make their investments in and generally engage in
any kind of banking, trust or other business with the Issuer Trust, any other
Person interested herein and any Holder of Capital Securities (and any of their
respective subsidiaries or Affiliates) as if it were not acting as the
Collateral Agent, the Securities Intermediary, the Custodial Agent or the
Securities Registrar, as the case may be, and the Collateral Agent, the Securities
Intermediary, the Custodial Agent, the Securities Registrar and their
Affiliates may accept fees and other consideration from the Issuer Trust, any
other Person interested herein and any Holder of Capital Securities without
having to account for the same to the Company;
provided, however, that each of the Securities
Registrar, the Securities Intermediary, the Custodial Agent and the Collateral
Agent covenants and agrees with the Company that it shall not accept, receive
or permit there to be created in favor of itself and shall take no affirmative
action to permit there to be created in favor of any other Person, any security
interest, lien or other encumbrance of any kind in or upon the Collateral other
than the lien created by the Pledge.


 


SECTION 10.07.  Non-reliance on Collateral Agent, the
Securities Intermediary, the Custodial Agent and Securities Registrar.  None of the Securities Registrar, the
Securities Intermediary, the Custodial Agent or the Collateral Agent shall be
required to keep itself informed as to the performance or observance by the
Issuer Trust or any Holder of Capital Securities of this Agreement, the Stock
Purchase Contract Agreement, the Capital Securities or any other document
referred to or provided for herein or therein or in connection herewith or
therewith or to inspect the properties or books of the Issuer Trust or any
Holder of Capital Securities.  None of
the Collateral Agent, the Securities Intermediary, the Custodial Agent or the
Securities Registrar shall have any duty or responsibility to provide the
Company or the Property Trustee with any credit or other information concerning
the affairs, financial condition or business of the Issuer Trust or the Company
or any Holder of Capital Securities (or any of their respective Affiliates)
that may come into the possession of the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar or any of their
respective Affiliates.


 


SECTION 10.08.  Compensation and Indemnity.  The Company agrees to:


 


(a)  pay the Collateral Agent, the Securities Intermediary, the
Custodial Agent and the Securities Registrar from time to time such
compensation as shall be agreed in writing between the Company and the
Collateral Agent, the Securities Intermediary, the 


 


27





















 


Custodial Agent or the Securities Registrar,
as the case may be, for all services rendered by them hereunder;


 


(b)  indemnify and hold harmless the Collateral Agent, the
Securities Intermediary, the Custodial Agent, the Securities Registrar and each
of their respective directors, officers, agents and employees (collectively,
the “Indemnitees”), from and against any and all claims, liabilities,
losses, damages, fines, penalties and expenses (including reasonable fees and
expenses of counsel) and taxes (other than those based upon, determined by or
measured by the income of the Collateral Agent, the Custodial Agent and the
Securities Registrar) (collectively, “Losses” and individually, a “Loss”)
that may be imposed on, incurred by, or asserted against, the Indemnitees or
any of them for or in respect of the Collateral Agent’s, the Securities
Intermediary’s, the Custodial Agent’s and the Securities Registrar’s (i) execution
and delivery of this Agreement and (ii) following any instructions or
other directions upon which either the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar is entitled to
rely pursuant to the terms of this Agreement; and


 


(c)  in addition to and not in limitation of clause (b) immediately
above, indemnify and hold the Indemnitees and each of them harmless from and
against any and all Losses that may be imposed on, incurred by or asserted
against, the Indemnitees or any of them in connection with or arising out of
the Collateral Agent’s, the Securities Intermediary’s, the Custodial Agent’s or
the Securities Registrar’s acceptance or performance of its powers and duties
under this Agreement,  provided,
however, that any Indemnitee with respect to the specific Loss against
which indemnification is sought under this clause (c) has not acted with
gross negligence or engaged in willful misconduct.


 


The provisions of this Section 10.08
and Section 12.07 shall survive the resignation or removal of the Collateral
Agent, the Securities Intermediary, the Custodial Agent or the Securities
Registrar and the termination of this Agreement.


 


SECTION 10.09.  Failure to Act.  In the event of (i) uncertainty on the
part of the Collateral Agent, the Securities Intermediary, the Custodial Agent
or the Securities Registrar as to the application of any provision in this
Agreement or any other agreement relating to the transaction contemplated
hereby or (ii) any ambiguity in the provisions of this Agreement or any
dispute between or conflicting claims by or among the parties hereto or any
other Person with respect to any funds or property deposited hereunder, such
Collateral Agent, Securities Intermediary, Custodial Agent or Securities
Registrar in the case of (i) or each of the Collateral Agent, the
Securities Intermediary, the Custodial Agent and the Securities Registrar in
the case of (ii) shall be entitled, at its sole option and after prompt
written notice to the Company and the Issuer Trust, to refrain from taking any
action in respect of such uncertainty or ambiguous provision or to refuse to
comply with any and all claims, demands or instructions with respect to such
property or funds so long as such dispute or conflict shall continue, and the
Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Securities Registrar shall not be or become liable in any way to any of the
parties hereto for its so refraining or refusal to comply with such conflicting
claims, demands or instructions.  The
Collateral Agent, the Securities 


 


28

















 


Intermediary, the Custodial
Agent and the Securities Registrar shall be entitled to refuse to act until
either:


 


(a)  such ambiguous provisions or conflicting or adverse claims or
demands, as the case may be, shall have been finally determined by a court of
competent jurisdiction or settled by agreement between the conflicting parties
as evidenced in a writing satisfactory to the Collateral Agent, the Securities
Intermediary, the Custodial Agent or the Securities Registrar; or


 


(b)  the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar shall have received security or an
indemnity satisfactory to it sufficient to save it harmless from and against
any and all loss, liability or reasonable out-of-pocket expense which it may
incur by reason of its acting.


 


The Collateral Agent, the
Securities Intermediary, the Custodial Agent and the Securities Registrar may
in addition elect to commence an interpleader action or seek other judicial
relief or orders as the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar may deem necessary.  Notwithstanding anything contained herein to
the contrary, none of the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar shall be required to take any
action that it reasonably believes to be contrary to law or to the terms of
this Agreement, or which it reasonably believes would subject it or any of its
officers, employees or directors to liability.


 


SECTION 10.10.  Resignation of Collateral Agent, the
Securities Intermediary, the Custodial Agent and Securities Registrar.  Subject to the appointment and acceptance of
a successor Collateral Agent, Securities Intermediary, Custodial Agent and
Securities Registrar as provided below:


 


(i)  the Collateral Agent, the Securities Intermediary, the
Custodial Agent and the Securities Registrar may resign at any time by giving
notice thereof to the Company and the Property Trustee;


 


(ii)  the Collateral Agent, the Securities Intermediary, the
Custodial Agent and the Securities Registrar may be removed at any time by the
Company; and


 


(iii)  if the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar fails to perform any of its
material obligations hereunder in any material respect for a period of not less
than 20 days after receiving written notice of such failure by the Property
Trustee or the Administrative Trustees and such failure shall be continuing,
the Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Securities Registrar may be removed by the Property Trustee or the
Administrative Trustees;


 


provided,
however, that any Person at any time acting as Collateral Agent,
Securities Intermediary, Custodial Agent or Securities Registrar may not resign
or be removed in any one of those capacities without the consent of each party
to this Collateral Agreement unless it resigns or is removed in all such
capacities in which it is then acting. 
The Property Trustee or the Administrative Trustees shall promptly
notify the Company of any removal of the Collateral 


 


29

















 


Agent, the Securities Intermediary,
the Custodial Agent and the Securities Registrar pursuant to clause (iii) of
this Section 10.10.  Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent, Securities Intermediary, Custodial Agent or Securities
Registrar, as the case may be, which shall not be an Affiliate of the Issuer
Trust.  If no successor Collateral Agent,
Securities Intermediary, Custodial Agent or Securities Registrar shall have
been so appointed and shall have accepted such appointment within 30 days after
the retiring Collateral Agent’s, Securities Intermediary’s, Custodial Agent’s
or Securities Registrar’s giving of notice of resignation or the Company’s or
the Property Trustee’s giving notice of such removal, then the retiring or
removed Collateral Agent, Securities Intermediary, Custodial Agent or
Securities Registrar may petition any court of competent jurisdiction, at the
expense of the Company, for the appointment of a successor Collateral Agent,
Securities Intermediary, Custodial Agent or Securities Registrar.  The Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar shall each be a
bank or a national banking association which has an office (or an agency
office) in New York City with a combined capital and surplus of at least
$50,000,000.  Upon the acceptance of any
appointment as Collateral Agent, Securities Intermediary, Custodial Agent or
Securities Registrar hereunder by a successor Collateral Agent, Securities
Intermediary, Custodial Agent or Securities Registrar, as the case may be, such
successor Collateral Agent, Securities Intermediary, Custodial Agent or
Securities Registrar, as the case may be, shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent, Securities Intermediary, Custodial Agent or Securities
Registrar, as the case may be, and the retiring Collateral Agent, Securities
Intermediary, Custodial Agent or Securities Registrar, as the case may be,
shall take all appropriate action, subject to payment of any amounts then due
and payable to it hereunder, to transfer any money and property held by it
hereunder (including the Collateral) to such successor.  The retiring Collateral Agent, Securities
Intermediary, Custodial Agent or Securities Registrar shall, upon such
succession, be discharged from its duties and obligations as Collateral Agent,
Securities Intermediary, Custodial Agent or Securities Registrar hereunder.  After any retiring Collateral Agent’s,
Securities Intermediary’s, Custodial Agent’s or Securities Registrar’s
resignation or removal hereunder as Collateral Agent, Securities Intermediary,
Custodial Agent or Securities Registrar, the provisions of this Article X
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Collateral Agent,
Securities Intermediary, Custodial Agent or Securities Registrar.  Any resignation or removal of the Collateral
Agent, Custodial Agent or Securities Registrar hereunder, at a time when such
Person is acting as the Collateral Agent, Securities Intermediary, Custodial
Agent or Securities Registrar, shall be deemed for all purposes of this
Agreement as the simultaneous resignation or removal of the Collateral Agent,
Securities Registrar or Custodial Agent, as the case may be.


 


SECTION 10.11.  Right to Appoint Agent or Advisor.  The Collateral Agent shall have the right to
appoint agents or advisors in connection with any of its duties hereunder, and
the Collateral Agent shall not be liable for any action taken, suffered or
omitted by, or in reliance upon the advice of, such agents or advisors selected
in good faith.  The appointment of agents
(which, for the purpose of this sentence, excludes legal counsel) pursuant to
this Section 10.11 shall be subject to prior written consent of the
Company, which consent shall not be unreasonably withheld.


 


30
















 


SECTION 10.12.  Survival.  The provisions of this Article X and Section 12.06
shall survive termination of this Agreement and the resignation or removal of
the Collateral Agent, the Securities Intermediary, the Custodial Agent or the
Securities Registrar.


 


SECTION 10.13.  Exculpation.  Anything contained in this Agreement to the
contrary notwithstanding, in no event shall the Collateral Agent, the
Securities Intermediary, the Custodial Agent or the Securities Registrar or
their officers, directors, employees or agents be liable under this Agreement
for indirect, special, punitive, or consequential loss or damage of any kind
whatsoever, including, but not limited to, lost profits, whether or not the
likelihood of such loss or damage was known to the Collateral Agent, the
Securities Intermediary, the Custodial Agent or the Securities Registrar, or
any of them and regardless of the form of action.


 


SECTION 10.14.  Statements and Confirmations.  The Securities Intermediary will, as soon as
reasonably practicable after receipt of same, send copies of all statements,
confirmations and other correspondence concerning the Collateral Account and
any financial assets credited thereto simultaneously to each of the Property
Trustee and the Collateral Agent at their addresses for notices under this
Agreement.  The Custodial Agent will, as
soon as reasonably practicable after receipt of same, send copies of all
statements, confirmations and other correspondence concerning the Custody Account
and any financial assets credited thereto to the Property Trustee at its
address for notices under this Agreement.


 


SECTION 10.15.  Tax Allocations.  The Administrative Trustees shall report all
items of income, gain, expense and loss recognized in the Collateral Account
and the Custody Account, to the extent such reporting is required by law, to
the Internal Revenue Service authorities in the manner required by law.  None of the Securities Intermediary, the
Collateral Agent, the Custodial Agent, the Securities Registrar or the Property
Trustee shall have any tax reporting duties hereunder.


 


ARTICLE XI


 


Amendment


 


SECTION 11.01.  Amendment.  The Company, when duly authorized by
resolution of its Board of Directors, the Collateral Agent, the Securities
Intermediary, the Custodial Agent, the Securities Registrar and the Property
Trustee on behalf of the Issuer Trust, at any time and from time to time, may
amend this Agreement by a written instrument, in form satisfactory to the
Company, the Collateral Agent, the Securities Intermediary, the Custodial
Agent, the Securities Registrar and the Property Trustee, as provided under Section 6.1(c) of
the Trust Agreement.  Notwithstanding the
foregoing, any amendment to the forms of APEX certificates attached as
exhibits hereto shall be effective upon written notice thereof from the Company
without the consent of the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar setting forth the revised form or
forms and confirming that such revised form or forms have been duly adopted in
accordance with the Trust Agreement;  provided,
however, that no such amendment that adversely affects the rights, duties
or immunities of the Collateral Agent, the Securities Intermediary, the
Custodial Agent or the Securities Registrar shall be effective against such
adversely affected party without its consent.


 


31





















 


SECTION 11.02.  Execution of Amendments.  In executing any amendment permitted by this Article XI,
the Collateral Agent, the Securities Intermediary, the Custodial Agent, the
Securities Registrar and the Property Trustee shall be entitled to receive and
(subject to Section 8.3 of the Trust Agreement with respect to the
Property Trustee) shall be fully authorized and protected in relying upon, an
Opinion of Counsel and an Officers’ Certificate of the Company to the effect
that all of the requirements of Section 6.1(c) of the Trust Agreement
in respect of such amendment have been met and/or satisfied.  The Collateral Agent, the Securities
Intermediary, the Custodial Agent, the Securities Registrar and the Property
Trustee may, but shall not be obligated to, enter into any such amendment which
affects their own respective rights, duties or immunities under this Agreement
or otherwise.


 


ARTICLE XII


 


Miscellaneous


 


SECTION 12.01.  No Waiver. 
No failure on the part of the Company, the Collateral Agent, the
Securities Intermediary, the Custodial Agent, the Securities Registrar or any
of their respective agents to exercise, and no course of dealing with respect
to, and no delay in exercising, any right, power or remedy hereunder shall
operate a waiver thereof; nor shall any single or partial exercise by the
Company, the Securities Intermediary, the Collateral Agent, the Custodial Agent,
the Securities Registrar or any of their respective agents of any right, power
or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. 
The remedies herein are cumulative and are not exclusive of any remedies
provided by law.


 


SECTION 12.02.  Governing Law; Submission to Jurisdiction;
Waiver of Trial by Jury.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York without regard to the conflict of law principles
thereof.  The Company, the Collateral
Agent, the Securities Intermediary, the Custodial Agent, the Securities
Registrar and the Issuer Trust hereby submit to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York
and the courts of the State of New York (in each case sitting in
New York County) for the purposes of all legal proceedings arising out of
or relating to this Agreement or the transactions contemplated hereby.  The Company, the Collateral Agent, the
Securities Intermediary, the Custodial Agent, the Securities Registrar and the
Issuer Trust irrevocably waive, to the fullest extent permitted by applicable
law, any objection that they may now or hereafter have to the laying of the venue
of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient
forum.  TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES
THE RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


SECTION 12.03.  Notices.  All notices, requests, consents and other
communications provided for herein (including, without limitation, any
modifications of, or waivers or consents under, this Agreement) shall be given
or made in writing (including, without limitation, by telecopy) delivered to
the intended recipient at the “Address for Notices” specified below its
name on the signature pages hereof or, as to any party, at such other
address as shall be


 


32





















 


designated by such party in a notice to the other parties.  Except as otherwise provided in this
Agreement, all such communications shall be deemed to have been duly given when
personally delivered or, in the case of a mailed or telecopied notice, upon
receipt, in each case given or addressed as aforesaid.


 


SECTION 12.04.  Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the respective successors of the Company, the
Collateral Agent, the Custodial Agent, the Securities Intermediary, the
Securities Registrar and the Issuer Trust.


 


Nothing in this Agreement, express or
implied, shall give any Person, other than the parties hereto and their
permitted successors, any benefit or any legal or equitable right, remedy or
claim under this Agreement.


 


SECTION 12.05.  Severability.  If any provision hereof is invalid and
unenforceable in any jurisdiction, then, to the fullest extent permitted by
law, (i) the other provisions hereof shall remain in full force and effect
in such jurisdiction and shall be liberally construed in order to give effect
to the intentions of the parties hereto as nearly as may be possible and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction
shall not affect the validity or enforceability of such provision in any other
jurisdiction.


 


SECTION 12.06.  Expenses, Etc.  The Company agrees to reimburse the
Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Securities Registrar for:


 


(a) 
all reasonable costs and expenses of the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar (including,
without limitation, the reasonable fees and expenses of counsel to the
Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Securities Registrar), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement and (ii) any
modification, supplement or waiver of any of the terms of this Agreement;


 


(b) 
all reasonable costs and expenses of the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Securities Registrar (including,
without limitation, the reasonable fees and expenses of counsel) in
connection with (i) any enforcement or proceedings resulting or incurred
in connection with causing the Issuer Trust or the Property Trustee to satisfy
its obligations under the Stock Purchase Contracts or the Stock Purchase
Contract Agreement and (ii) the enforcement of this Section 12.06;


 


(c) 
all transfer, stamp, documentary or other similar taxes, assessments or charges
levied by any governmental or revenue authority in respect of this Agreement or
any other document referred to herein and all costs, expenses, taxes,
assessments and, subject to Section 10.01(b) and the last sentence of
Section 10.01, other charges incurred in connection with any filing,
registration, recording or perfection of any security interest contemplated
hereby;


 


33





















 


(d) 
all reasonable fees and expenses of any agent or advisor appointed by the
Collateral Agent and (except in the case of legal counsel) consented to by the
Company under Section 10.11; and


 


(e) 
any other out-of-pocket costs and expenses reasonably incurred by the
Collateral Agent, the Securities Intermediary, the Custodial Agent and the
Securities Registrar in connection with the performance of their duties
hereunder.


 


SECTION 12.07.  Security Interest Absolute.  All rights of the Collateral Agent and
security interests hereunder, and all obligations of the Issuer Trust from time
to time hereunder, shall be absolute and unconditional irrespective of:


 


(a) 
any lack of validity or enforceability of any provision of the Stock Purchase
Contracts or any other agreement or instrument relating thereto;


 


(b) 
any change in the time, manner or place of payment of, or any other term of, or
any increase in the amount of, all or any of the Obligations under the Stock
Purchase Contracts, or any other amendment or waiver of any term of, or any
consent to any departure from any requirement of, the Stock Purchase Contract
Agreement or any Stock Purchase Contract or any other agreement or instrument
relating thereto; or


 


(c) 
any other circumstance which might otherwise constitute a defense available to,
or discharge of, a borrower, a guarantor or a pledgor.


 


SECTION 12.08.  Notice of Termination Event or Redemption
Prior to Stock Purchase Date.  Upon
the occurrence of a Termination Event or the termination of the Stock Purchase
Contracts upon the redemption of all the Junior Subordinated Debentures by the
Company prior to the Stock Purchase Date in accordance with the Indenture, the
Company shall deliver written notice to the Property Trustee, the Collateral
Agent, the Custodial Agent and the Securities Registrar.  Upon the written request of the Collateral
Agent or the Securities Registrar, the Company shall inform such party whether
or not a Termination Event or the termination of the Stock Purchase Contracts
upon the redemption of all the Junior Subordinated Debentures by the Company
prior to the Stock Purchase Date in accordance with the Indenture, as
applicable, has occurred.


 


SECTION 12.09.  Incorporation by Reference.  In connection with its execution and
performance hereunder the Property Trustee is entitled to all rights,
privileges, protections, immunities, benefits and indemnities provided to it
under the Trust Agreement.


 


SECTION 12.10.  No Recourse. It is expressly
understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by U.S. Bank National Association, not individually or
personally but solely as Property Trustee of the Issuer Trust, in the exercise
of the powers and authority conferred and vested in it, (b) each of the
representations, warranties, covenants, undertakings and agreements herein made
on the part of the Issuer Trust is made and intended not as personal
representations, warranties, covenants, undertakings and agreements by U.S.
Bank National Association but is made and intended for the purpose of binding
only the Issuer Trust, (c) nothing herein contained shall be construed as
creating any liability on the part of U.S. Bank National Association,
individually or personally,


 


34





















 


to perform any covenant either expressed or implied contained herein,
all such liability, if any, being expressly waived by the parties hereto and by
any Person claiming by, through or under the parties hereto and (d) under
no circumstances shall U.S. Bank National Association be personally liable for
the payment of any indebtedness or expenses of the Issuer Trust or be liable
for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer Trust under this Agreement or any
other related documents.


 


*
* * *


 


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


 


35

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the day and year first above
written.


 


	
  STATE
  STREET CORPORATION,

  	
  STATE
  STREET CAPITAL TRUST III,

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  Title:

  	
  U.S.
  Bank National Association, not in its

  individual capacity but solely as Property

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: 

  Title:
  

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address
  for Notices:

  	
  Address
  for Notices:

  
	
  State
  Street Corporation

  One Lincoln Street

  Boston, Massachusetts 02111

  Attention: Secretary

  Facsimile: (617) 664-4006

  	
  U.S.
  Bank National Association,

  as Property Trustee of

  STATE STREET CAPITAL TRUST III

  100 Wall Street, Suite 1600

  New York, New York 10005

  Attention: Earl W. Dennison, Jr.

   

  
	
   

  	
   

  
	
  U.S.
  BANK NATIONAL ASSOCIATION, 

  as Collateral Agent, Securities Intermediary,

  Custodial Agent and Securities Registrar

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address
  for Notices:

  U.S.
  Bank National Association

  100
  Wall Street, Suit 1600

  New
  York, New York 10005

  Attention: Earl W. Dennison, Jr.

  	
   

  
							



 


36

















 


Exhibit A


 


FORM OF
NORMAL APEX CERTIFICATE


 


{For
inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”)
OR ITS NOMINEE.  THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF
THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.}


 


	
  No.                                   

  	
  Number
  of Normal APEX:

  
	
   

  	
   

  	
  CUSIP No. 85748B AB9

  



 


State Street Capital Trust III


 


NORMAL APEX


 


This Normal APEX Certificate certifies
that {          } is the registered
Holder of the number of Normal APEX set forth above {for inclusion in Global Certificates only
- or such other number of Normal APEX reflected in the Schedule of
Increases and Decreases in the Global Certificate attached hereto}.  Each Normal APEX represents an undivided
preferred beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount
of $1,000.  The Normal APEX are
transferable on the books and records of the Issuer Trust, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below).  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Normal APEX are set forth in, and this certificate and
the Normal APEX represented hereby are issued and shall in all respects be
subject to the terms and provisions of the Amended and Restated Trust Agreement
of the Issuer Trust, dated as of January 25, 2008, as the same may be
amended and restated from time to time (the “Trust


 


A-1

















 


Agreement”),
including the designation of the terms of the Normal APEX as set forth
therein.  The Holder is entitled to the
benefits of the Guarantee Agreement entered into by the Depositor and U.S. Bank
National Association, as Guarantee Trustee, dated as of January 25, 2008
(the “Guarantee Agreement”).  All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.


 


Section 5.13(b) of the Trust
Agreement provides for the procedures pursuant to which Holders of Normal
APEX may exchange Normal APEX and Qualifying Treasury Securities for
Stripped APEX and Capital APEX and Section 5.14(d) of the
Trust Agreement provides for the procedures pursuant to which Holders of Normal
APEX may elect to exchange Normal APEX and Qualifying Treasury
Securities for Stripped APEX and Capital APEX in the event a
Remarketing is Successful.  The forms of
Stripping Notice and Request and Notice of Contingent Exchange Election
required to be delivered in connection therewith are printed on the reverse
hereof.


 


A copy of each of the Trust Agreement and the
Guarantee Agreement is available for inspection at the offices of the Property
Trustee.


 


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


 


IN WITNESS WHEREOF, the Issuer Trust acting
through one of its Administrative Trustees has executed this Normal
APEX Certificate.


 


	
   

  	
  STATE STREET CAPITAL TRUST
  III,

  acting through one of its Administrative

  Trustees

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  
	
  Date:

  	
   

  



 


A-2

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


 


	
  TEN
  COM:

  	
   

  	
  as
  tenants in common

  
	
  UNIF
  GIFT MIN ACT:

  	
   

  	
                         Custodian
                            
  (cust)(minor) Under

  Uniform Gifts to Minors Act of 

  
	
  TENANT:

  	
   

  	
  as
  tenants by the entireties

  
	
  JT
  TEN:

  	
   

  	
  as
  joint tenants with right of survivorship and not as tenants in

  common

  



 


Additional abbreviations may also be used
though not in the above list.


 


FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


(Please
insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)


 


(Please
print or type name and address including Postal Zip Code of Assignee)


 


the within Normal APEX Certificates and
all rights thereunder, hereby irrevocably constituting and appointing attorney                                     ,
to transfer said Normal APEX Certificates on the books of State Street Capital Trust III, with full power of
substitution in the premises.


 


	
   

  	
   

  
	
  Dated:

  	
  Signature

  NOTICE: The signature to this assignment

  must correspond with the name as it appears

  upon the face of the within Normal

  APEX Certificates in every particular,

  without alteration or enlargement or any change

  whatsoever.

  



 


Signature Guarantee:                                             


 


A-3

















 


FORM OF
STRIPPING NOTICE AND REQUEST


 


U.S. Bank National Association,

Corporate Trust Services


Attention: Earl W. Dennison Jr., Fax: (617)
603-6667


 


Re:          Normal
APEX of State Street Capital Trust III


 


The undersigned Holder hereby notifies you
pursuant to Section 5.13(b) of the Amended and Restated Trust
Agreement, dated as of January 25, 2008, of State Street Capital Trust III
(the “Trust Agreement”), among
State Street Corporation, as Depositor, U.S. Bank National Association, as
Property Trustee, U.S. Bank Trust National Association, as Delaware Trustee,
the Administrative Trustees (as named therein) and the several Holders of the
Trust Securities, and Section 6.02 of the Collateral Agreement, that the
Holder:


 


(i) is depositing the appropriate
Qualifying Treasury Securities with U.S. Bank National Association, as
Collateral Agent, for deposit in the Collateral Account,


 


(ii) is transferring the related Normal
APEX to the Securities Registrar in connection with an Exchange of such
Normal APEX and Qualifying Treasury Securities for a Like Amount of
Stripped APEX and Capital APEX, and


 


(iii) hereby requests the delivery to
the Holder of such Stripped APEX and Capital APEX.


 


All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all
applicable fees and expenses relating to such Exchange.


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
  Please print name and address

  of Registered Holder:

  Name

  Address

  	
   

  Social Security or other Taxpayer Identification

  Number, if any

  



 


A-4

















 


FORM OF
NOTICE OF CONTINGENT EXCHANGE ELECTION


 


U.S. Bank National Association

Corporate Trust Services


Attention: Earl W. Dennison Jr., Fax: (617)
603-6667


 


Re:          Normal
APEX of State Street Capital Trust III


 


The undersigned Holder hereby notifies you
pursuant to Section 5.14(d) of the Amended and Restated Trust
Agreement, dated as of January 25, 2008, of State Street Capital Trust III
(the “Trust Agreement”), among State Street Corporation, as Depositor, U.S.
Bank National Association, as Property Trustee, U.S. Bank Trust National Association,
as Delaware Trustee, the Administrative Trustees (as named therein) and the
several Holders of the Trust Securities, and Section 8.02 of the
Collateral Agreement, that the Holder:


 


(i) is depositing the appropriate
Qualifying Treasury Securities with U.S. Bank National Association, as
Collateral Agent, for deposit in the Collateral Account,


 


(ii) is transferring the related Normal
APEX to the Securities Registrar in connection with a Contingent Exchange
Election of such Normal APEX and Qualifying Treasury Securities for a Like
Amount of Stripped APEX and Capital APEX, and


 


(iii) hereby requests the delivery to
the Holder of such Stripped APEX and Capital APEX if the upcoming
Remarketing is Successful, it being understood that if such Remarketing is not
Successful, this Notice shall be disregarded and the Collateral Agent shall
return such Qualifying Treasury Securities to the Holder promptly after the
Remarketing.


 


All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all
applicable fees and expenses relating to such Contingent Exchange Election.


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
  Please print name and address

  of Registered Holder:

  Name

  Address

  	
   

  Social Security or other Taxpayer Identification

  Number, if any

  



 


A-5

















 


{TO
BE ATTACHED TO GLOBAL CERTIFICATES}


 


SCHEDULE
OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE


 


The
following increases or decreases in this Global Certificate have been made:


 


	
  Amount of increase in

  Number of Normal

  APEX evidenced by

  this

  Global Certificate

  	
   

  	
  Amount of decrease in Number

  of  Normal

  APEX evidenced by this Global

  Certificate

  	
   

  	
  Number of Normal

  APEX evidenced by

  this Global Certificate

  following such decrease

  or increase

  	
   

  	
  Signature of

  authorized signatory

  of Securities Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


A-6
















 


Exhibit B


 


FORM OF
STRIPPED APEX CERTIFICATE


 


{For
inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”)
OR ITS NOMINEE.  THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF
THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.}


 


	
  No.                                        

  	
  Number
  of Stripped APEX:                    

  
	
   

  	
   

  	
  CUSIP No. 85748B AC7

  



 


	
   

  	
   

  	
   

  



 


STATE
STREET CAPITAL TRUST III



STRIPPED APEX


 


This Stripped APEX Certificate certifies
that {          } is the registered
Holder of the number of Stripped APEX set forth above {for inclusion in Global Certificates only -
or such other number of Stripped APEX reflected in the Schedule of
Increases and Decreases in the Global Certificate attached hereto}.  Each Stripped APEX represents an
undivided preferred beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount
of $1,000.  The Stripped APEX are
transferable on the books and records of the Issuer Trust, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below).  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Stripped APEX are set forth in, and this certificate and
the Stripped APEX represented hereby are issued and shall in all respects
be subject to the terms and provisions of the Amended and Restated Trust
Agreement of the Issuer Trust, dated as of January 25, 2008, as the same
may be amended and restated from time to time (the “Trust


 


B-1

















 


Agreement”), including the designation of the
terms of the Stripped APEX as set forth therein.  The Holder is entitled to the benefits of the
Guarantee Agreement entered into by the Depositor and U.S. Bank National
Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee Agreement”).  All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.


 


Section 5.13(d) of the Trust
Agreement provides for the procedures pursuant to which Holders of Capital APEX and
Stripped APEX may exchange them for Normal APEX and Qualifying Treasury
Securities.  The form of Recombination
Notice required to be delivered in connection therewith is printed on the
reverse hereof.


 


A copy of each of the Trust Agreement and the
Guarantee Agreement is available for inspection at the offices of the Property
Trustee.


 


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


 


IN WITNESS WHEREOF, the Issuer Trust acting
through one of its Administrative Trustees has executed this Stripped APEX Certificate.


 


	
   

  	
  STATE STREET CAPITAL TRUST
  III,

  acting through one of its Administrative

  Trustees

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
  Date:

  	
   

  	
   

  



 


B-2

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


 


	
  TEN
  COM:

  	
   

  	
  as
  tenants in common

  
	
  UNIF
  GIFT MIN ACT:

  	
   

  	
                             Custodian
                            
  (cust)(minor) Under

  Uniform Gifts to Minors Act of 

  
	
  TENANT:

  	
   

  	
  as
  tenants by the entireties

  
	
  JT
  TEN:

  	
   

  	
  as
  joint tenants with right of survivorship and not as tenants in

  common

  



 


FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


(Please
insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)



(Please print or type name and address including Postal Zip Code of Assignee)


 


the within Stripped APEX Certificates
and all rights thereunder, hereby irrevocably constituting and appointing
attorney                                     ,
to transfer said Stripped APEX Certificates on the books of State Street Capital Trust III, with full power of
substitution in the premises.


 


	
   

  	
   

  
	
  Dated:

  	
  Signature

  NOTICE: The signature to this assignment

  must correspond with the name as it appears

  upon the face of the within Stripped

  APEX Certificates in every particular, without

  alteration or enlargement or any change

  whatsoever.

  



 


Signature Guarantee:                                                  


 


B-3

















 


FORM OF
RECOMBINATION NOTICE AND REQUEST


 


U.S. Bank National Association,

Corporate Trust Services


Attention: Earl W. Dennison Jr., Fax: (617)
603-6667


 


Re:                               Stripped
APEX and Capital APEX of STATE STREET CAPITAL TRUST III


 


The undersigned Holder hereby notifies you
pursuant to Section 5.13(d) of the Amended and Restated Trust
Agreement, dated as of January 25, 2008, of State Street Capital Trust III
(the “Trust Agreement”), among State
Street Corporation, as Depositor, U.S. Bank National Association, as Property
Trustee, U.S. Bank Trust National Association, as Delaware Trustee, the
Administrative Trustees (as named therein) and the several Holders of the Trust
Securities, and Section 6.03 of the Collateral Agreement, that the Holder:


 


(i) is transferring $                          
Liquidation Amount of Stripped APEX and Capital APEX in connection
with an Exchange of such Stripped APEX and Capital APEX for a Like
Amount of Normal APEX and Qualifying Treasury Securities,


 


(ii) hereby requests the Collateral
Agent to release from the Pledge and deliver to the Holder Pledged Treasury
Securities in a principal amount equal to such Liquidation Amount, and


 


(iii) hereby requests the delivery to
the Holder of such Normal APEX of a Like Amount.


 


All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all applicable
fees and expenses relating to such Exchange.


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
  Please print name and address

  of Registered Holder:

  Name

  Address

  	
   

  Social Security or other Taxpayer Identification 

  Number, if any

  



 


B-4

















 


{TO
BE ATTACHED TO GLOBAL CERTIFICATES}



SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE



The following increases or decreases in this Global Certificate have been made:


 


	
  Amount of increase in

  Number of Stripped

  APEX evidenced by this

  Global Certificate

  	
   

  	
  Amount
  of decrease in

  Number of Stripped

  APEX evidenced by this

  Global Certificate

  	
   

  	
  Number
  of Stripped

  APEX evidenced by this

  Global Certificate

  following such decrease

  or increase

  	
   

  	
  Signature
  of authorized

  signatory of Securities

  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


B-5

















 


FORM OF
CAPITAL APEX CERTIFICATE


 


{For
inclusion in Global Certificates only – THIS CERTIFICATE IS A GLOBAL
CERTIFICATE WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”)
OR ITS NOMINEE.  THIS CERTIFICATE IS
EXCHANGEABLE FOR CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE (OTHER THAN A TRANSFER OF
THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.}


 


	
  No.                               

  	
  Number
  of Capital APEX:                        

  
	
   

  	
   

  	
  CUSIP No. 85748B AD5

  



 


STATE STREET CAPITAL TRUST III


 


CAPITAL APEX


 


This Capital APEX Certificate certifies
that {          } is the registered
Holder of the number of Capital APEX set forth above {for inclusion in Global Certificates only -
or such other number of Capital APEX reflected in the Schedule of
Increases and Decreases in the Global Certificate attached hereto}.  Each Capital APEX represents an
undivided preferred beneficial interest in State Street Capital Trust III (the “Issuer Trust”), having a Liquidation Amount
of $1,000.  The Capital APEX are
transferable on the books and records of the Issuer Trust, in person or by a
duly authorized attorney, upon surrender of this certificate duly endorsed and
in proper form for transfer as provided in Section 5.4 of the Trust
Agreement (as defined below).  The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital APEX are set forth in, and this certificate and
the Capital APEX represented hereby are issued and shall in all respects
be subject to the terms and provisions of the Amended and Restated Trust
Agreement of the Issuer Trust, dated as of January 25, 2008, as the same
may be amended and restated from time to time (the “Trust


 


C-1

















 


Agreement”), including the designation of the
terms of the Capital APEX as set forth therein.  The Holder is entitled to the benefits of the
Guarantee Agreement entered into by the Depositor and U.S. Bank National
Association, as Guarantee Trustee, dated as of January 25, 2008 (the “Guarantee
Agreement”).  All capitalized terms
used herein that are defined in the Trust Agreement have the meaning set forth
therein.


 


Section 5.13(d) of the Trust
Agreement provides for the procedures pursuant to which Holders of Capital APEX and
Stripped APEX may exchange them for Normal APEX and Qualifying Treasury
Securities and Section 5.14(f) of the Trust Agreement provides for
the procedures pursuant to which Holders of Capital APEX may elect to
dispose of Capital APEX in the event a Remarketing is Successful.  The forms of Recombination Notice and Request
and Notice of Contingent Disposition Election required to be delivered in
connection therewith are printed on the reverse hereof.


 


A copy of each of the Trust Agreement and the
Guarantee Agreement is available for inspection at the offices of the Property
Trustee.


 


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


 


IN WITNESS WHEREOF, the Issuer Trust acting
through one of its Administrative Trustees has executed this Capital APEX Certificate.


 


	
   

  	
  STATE STREET CAPITAL TRUST
  III,

  acting through one of its Administrative

  Trustees

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  



 


Date:


 


C-2

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations:


 


 


	
  TEN
  COM:

  	
   

  	
  as
  tenants in common

  
	
  UNIF
  GIFT MIN ACT:

  	
   

  	
                             Custodian
                            
  (cust)(minor) Under

  Uniform Gifts to Minors Act of 

  
	
  TENANT:

  	
   

  	
  as
  tenants by the entireties

  
	
  JT
  TEN:

  	
   

  	
  as
  joint tenants with right of survivorship and not as tenants in common

  
	
   

  	
   

  	
   

  



 


Additional abbreviations may also be used
though not in the above list.


 


FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto


 


(Please
insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)


 


(Please
print or type name and address including Postal Zip Code of Assignee)


 


the within Capital APEX Certificates and
all rights thereunder, hereby irrevocably constituting and appointing attorney                                     ,
to transfer said Capital APEX Certificates on the books of State Street Capital Trust III, with full power of
substitution in the premises.


 


	
   

  	
   

  
	
  Dated:

  	
  Signature

  NOTICE: The signature to this assignment

  must correspond with the name as it appears

  upon the face of the within Capital

  APEX Certificates in every particular, without

  alteration or enlargement or any change

  whatsoever.

  



 


Signature Guarantee:                                 


 


C-3

















 


FORM OF
RECOMBINATION NOTICE AND REQUEST


 


U.S. Bank National Association,

Corporate Trust Services


Attention: Earl W. Dennison Jr., Fax: (617)
603-6667


 


Re:                               Stripped
APEX and Capital APEX STATE STREET CAPITAL TRUST III


 


The undersigned Holder hereby notifies you
pursuant to Section 5.13(d) of the Amended and Restated Trust
Agreement, dated as of January 25, 2008, of State Street Capital Trust III
(the “Trust Agreement”), among State Street Corporation, as Depositor, U.S.
Bank National Association, as Property Trustee, U.S. Bank Trust National
Association, as Delaware Trustee, the Administrative Trustees (as named
therein) and the several Holders of the Trust Securities, and Section 6.03(a) of
the Collateral Agreement that the Holder:


 


(i) is transferring $                          
Liquidation Amount of Stripped APEX and Capital APEX in connection
with an Exchange of such Stripped APEX and Capital APEX for a Like
Amount of Normal APEX and Qualifying Treasury Securities,


 


(ii) hereby requests the Collateral
Agent to release from the Pledge and deliver to the Holder Pledged Treasury
Securities in a principal amount equal to such Liquidation Amount, and


 


(iii) hereby requests the delivery to
the Holder of such Normal APEX of a Like Amount.


 


All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all
applicable fees and expenses relating to such Exchange.


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
  Please print name and address

  of Registered Holder:

  Name

  Address

  	
   

  Social Security or other Taxpayer Identification

  Number, if any

  



 


C-4

















 


FORM OF
NOTICE OF CONTINGENT DISPOSITION ELECTION


 


U.S. Bank National Association,

Corporate Trust Services


Attention: Earl W. Dennison Jr., Fax: (617)
603-6667


 


Re:          Normal
APEX of STATE STREET CAPITAL TRUST III


 


The undersigned Holder hereby notifies you
pursuant to Section 5.14(f) of the Amended and Restated Trust
Agreement, dated as of January 25, 2008, of State Street Capital Trust III
(the “Trust Agreement”), among State Street Corporation, as Depositor, U.S.
Bank National Association, as Property Trustee, U.S. Bank National Association,
as Delaware Trustee, the Administrative Trustees (as named therein) and the
several Holders of the Trust Securities, and Section 8.03 of the
Collateral Agreement, that the Holder:


 


(i) is transferring                   
Capital APEX to the Securities Registrar, and


 


(ii) hereby requests the payment to the
Holder, if the upcoming Remarketing is Successful, of an amount in cash for
each such Capital APEX equal to the proceeds of the sale of $1,000
principal amount of Junior Subordinated Debentures, it being understood that if
such Remarketing is not Successful, this Notice shall be disregarded.


 


All capitalized terms used herein that are
defined in the Trust Agreement have the meaning set forth therein.  The undersigned Holder has paid all
applicable fees and expenses relating to such Contingent Exchange Election.


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
	
  Please print name and address

  of Registered Holder:

  Name

  Address

  	
   

  Social Security or other Taxpayer Identification

  Number, if any

  



 


C-5

















 


{TO
BE ATTACHED TO GLOBAL CERTIFICATES}

SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE


 


The
following increases or decreases in this Global Certificate have been made:


 


	
  Amount
  of increase in

  Number of Capital

  APEX evidenced by this

  Global Certificate

  	
   

  	
  Amount
  of decrease in

  Number of Capital

  APEX evidenced by this

  Global Certificate

  	
   

  	
  Number
  of Capital

  APEX evidenced by this

  Global Certificate

  following such decrease

  or increase

  	
   

  	
  Signature
  of authorized

  signatory of Securities

  Registrar

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-6

















 


Schedule I


 


Reference
Dealers


 


All
Primary Dealers


 

















 


Contact
Persons for Confirmation


 


	
  Name

  	
   

  	
  Phone Number

  
	
  U.S.
  Bank National Association

  	
   

  	
  (617)
  603-6567

  
	
  David
  Gutschenritter, Treasurer of Company

  	
   

  	
  (617)
  664-0363