<PAGE>   1
                                                                     EXHIBIT 4.6


                              AMENDED AND RESTATED


                                TRUST AGREEMENT


                                     among


                        MBNA CORPORATION, as Depositor,


                             THE BANK OF NEW YORK,
                              as Property Trustee,


                        THE BANK OF NEW YORK (DELAWARE),
                              as Delaware Trustee,


                                      and


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                         Dated as of December 18, 1996


                                 MBNA CAPITAL A
<PAGE>   2





                                 MBNA Capital A

       Certain Sections of this Trust Agreement relating to Sections 310
                through 318 of the Trust Indenture Act of 1939:
<TABLE>
<CAPTION>
Trust Indenture                                                                         Trust Agreement
Act Section                                                                                 Section
-------------                                                                          --------------
<S>             <C>                                                                     <C>
 (Section) 310  (a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.7
                (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.7
                (a)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.9
                (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2.7(a)(ii)
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.8
 (Section) 311  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.13
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.13
 (Section) 312  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5.7
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5.7
                (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5.7
 (Section) 313  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.14(a)
                (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.14(b)
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.14(a)
                (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10.10
                (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.14(b)
 (Section) 314  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.15
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (c)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.16
                (c)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.16
                (c)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1.1, 8.16
 (Section) 315  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.1(a), 8.3(a)
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.2, 10.10
                (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.1(a)
                (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8.1, 8.3
                (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
 (Section) 316  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5.14
                (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6.7
 (Section) 317  (a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     Not Applicable
                (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5.9
 (Section) 318  (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     10.11
</TABLE>
------------
Note: This reconciliation and tie sheet shall not, for any
purpose, be deemed to be a part of the Trust Agreement.

<PAGE>   3

<TABLE>
<CAPTION>
                 Trust Indenture                                                                   Trust Agreement
                 Act Section                                                                           Section
                 -------------                                                                     --------------
                 <S>                                                                               <C>
                 Trust Agreement


</TABLE>

<PAGE>   4






<TABLE>
<S>            <C>                                                                                  <C>
                                              TABLE OF CONTENTS

                                                  ARTICLE I

                                                Defined Terms   . . . . . . . . . . . . . . . . .     1


Section 1.1    Definitions.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1

                                                  ARTICLE II

                                            Continuation of the Trust . . . . . . . . . . . . . .    10

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

                                                 ARTICLE III

                                               Payment Account  . . . . . . . . . . . . . . . . .    15

Section 3.1    Payment Account.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15

                                                  ARTICLE IV

                                           Distributions; Redemption  . . . . . . . . . . . . . .    16

Section 4.1    Distributions.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16
Section 4.2    Redemption.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
Section 4.3    Subordination of Common Securities.  . . . . . . . . . . . . . . . . . . . . . . .    19
Section 4.4    Payment Procedures.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
Section 4.5    Tax Returns and Reports.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
Section 4.6    Payment of Expenses of the Trust.  . . . . . . . . . . . . . . . . . . . . . . . .    20
Section 4.7    Payments under Indenture or Pursuant to Direct Actions.  . . . . . . . . . . . . .    20

                                                  ARTICLE V

                                        Trust Securities Certificates . . . . . . . . . . . . . .    20

Section 5.1    Initial Ownership.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
</TABLE>





                                       i
<PAGE>   5





<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----
<S>            <C>                                                                                   <C>
Section 5.2    The Trust Securities Certificates.   . . . . . . . . . . . . . . . . . . . . . . .    20
Section 5.3    Execution and Delivery of Trust Securities Certificates.   . . . . . . . . . . . .    21
Section 5.4    Registration of Transfer and Exchange of Capital Securities Certificates.  . . . .    21
Section 5.5    Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.  . . . . . . .    22
Section 5.6    Persons Deemed Securityholders.  . . . . . . . . . . . . . . . . . . . . . . . . .    23
Section 5.7    Access to List of Securityholders' Names and Addresses.  . . . . . . . . . . . . .    23
Section 5.8    Maintenance of Office or Agency.   . . . . . . . . . . . . . . . . . . . . . . . .    23
Section 5.9    Appointment of Paying Agent.   . . . . . . . . . . . . . . . . . . . . . . . . . .    23
Section 5.10   Ownership of Common Securities by Depositor.   . . . . . . . . . . . . . . . . . .    24
Section 5.11   Book-Entry Capital Securities Certificates; Common Securities Certificate.   . . .    24
Section 5.12   Notices to Clearing Agency.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
Section 5.13   Definitive Capital Securities Certificates.  . . . . . . . . . . . . . . . . . . .    25
Section 5.14   Rights of Securityholders.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
Section 5.15   CUSIP Numbers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28

                                                  ARTICLE VI

                                   Acts of Securityholders; Meetings; Voting    . . . . . . . . .    28

Section 6.1    Limitations on Voting Rights.  . . . . . . . . . . . . . . . . . . . . . . . . . .    28
Section 6.2    Notice of Meetings.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    29
Section 6.3    Meetings of Capital Securityholders.   . . . . . . . . . . . . . . . . . . . . . .    29
Section 6.4    Voting Rights.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
Section 6.5    Proxies, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
Section 6.6    Securityholder Action by Written Consent.  . . . . . . . . . . . . . . . . . . . .    31
Section 6.7    Record Date for Voting and Other Purposes.   . . . . . . . . . . . . . . . . . . .    31
Section 6.8    Acts of Securityholders.   . . . . . . . . . . . . . . . . . . . . . . . . . . . .    31
Section 6.9    Inspection of Records.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32

                                                 ARTICLE VII

                                        Representations and Warranties  . . . . . . . . . . . . .    32

Section 7.1    Representations and Warranties of the Property Trustee and the Delaware  . . . . .    32
Section 7.2    Representations and Warranties of Depositor.   . . . . . . . . . . . . . . . . . .    33

                                                 ARTICLE VIII

                                                 The Trustees   . . . . . . . . . . . . . . . . .    34

Section 8.1    Certain Duties and Responsibilities.   . . . . . . . . . . . . . . . . . . . . . .    34
Section 8.2    Certain Notices.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
Section 8.3    Certain Rights of Property Trustee.  . . . . . . . . . . . . . . . . . . . . . . .    36
Section 8.4    Not Responsible for Recitals or Issuance of Securities.  . . . . . . . . . . . . .    38
</TABLE>





                                       ii
<PAGE>   6






<TABLE>
<CAPTION>
                                                                                                    PAGE
                                                                                                    ----

<S>            <C>                                                                                   <C>
Section 8.5    May Hold Securities.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
Section 8.6    Compensation; Indemnity; Fees.   . . . . . . . . . . . . . . . . . . . . . . . . .    38
Section 8.7    Corporate Property Trustee Required; Eligibility of Trustees.  . . . . . . . . . .    39
Section 8.8    Conflicting Interests.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
Section 8.9    Co-Trustees and Separate Trustee.  . . . . . . . . . . . . . . . . . . . . . . . .    40
Section 8.10   Resignation and Removal; Appointment of Successor.   . . . . . . . . . . . . . . .    42
Section 8.11   Acceptance of Appointment by Successor.  . . . . . . . . . . . . . . . . . . . . .    43
Section 8.12   Merger, Conversion, Consolidation or Succession to Business.   . . . . . . . . . .    44
Section 8.13   Preferential Collection of Claims Against Depositor or Trust.  . . . . . . . . . .    44
Section 8.14   Reports by Property Trustee.   . . . . . . . . . . . . . . . . . . . . . . . . . .    45
Section 8.15   Reports to the Property Trustee.   . . . . . . . . . . . . . . . . . . . . . . . .    45
Section 8.16   Evidence of Compliance with Conditions Precedent.  . . . . . . . . . . . . . . . .    45
Section 8.17   Number of Trustees.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
Section 8.18   Delegation of Power.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46

                                                  ARTICLE IX

                                      Termination, Liquidation and Merger   . . . . . . . . . . .    46

Section 9.1    Termination Upon Expiration Date.  . . . . . . . . . . . . . . . . . . . . . . . .    46
Section 9.2    Early Termination.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    46
Section 9.3    Termination.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
Section 9.4    Liquidation.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    47
Section 9.5    Mergers, Consolidations, Amalgamations or Replacements of the Trust.   . . . . . .    49

                                                  ARTICLE X

                                          Miscellaneous Provisions  . . . . . . . . . . . . . . .    50

Section 10.1   Limitation of Rights of Securityholders.   . . . . . . . . . . . . . . . . . . . .    50
Section 10.2   Liability of the Common Securityholder . . . . . . . . . . . . . . . . . . . . . .    50
Section 10.3   Amendment.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    50
Section 10.4   Consolidation, Merger, Conveyance, Transfer or Lease . . . . . . . . . . . . . . .    51
Section 10.5   Separability.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    51
Section 10.6   Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 10.7   Payments Due on Non-Business Day.  . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 10.8   Successors.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 10.9   Headings.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 10.10  Reports, Notices and Demands.  . . . . . . . . . . . . . . . . . . . . . . . . . .    52
Section 10.11  Agreement Not to Petition.   . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
Section 10.12  Trust Indenture Act; Conflict with Trust Indenture Act.  . . . . . . . . . . . . .    53
Section 10.13  Acceptance of Terms of Trust Agreement, Guarantee and Indenture.   . . . . . . . .    54
Section 10.14  Counterparts.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
</TABLE>





                                      iii
<PAGE>   7

        AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 18, 1996,
among (i) MBNA Corporation, a Maryland corporation (including any successors or
assigns, the "Depositor"), (ii) The Bank of New York, a New York banking
corporation, as property trustee (in such capacity, the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) The Bank of New York (Delaware), a banking corporation
organized under the laws of the State of Delaware, as Delaware trustee (the
"Delaware Trustee"), (iv) M. Scot Kaufman, an individual, and John W. Scheflen
an individual, each of whose address is c/o MBNA Corporation, Wilmington,
Delaware 19884 (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees referred to collectively as the "Trustees") and (v) the
several Holders, as hereinafter defined.

                                   WITNESSETH

         WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into that certain Trust Agreement, dated as of
November 4, 1996 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on November 6, 1996, attached as Exhibit A (the "Certificate of
Trust"); and

         WHEREAS, the parties thereto amended and restated the Original Trust
Agreement by entering into the Amended and Restated Trust Agreement of the
Trust, dated as of December 11, 1996 (the "Restated Agreement"); and

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

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


                                   ARTICLE I

                                 DEFINED TERMS

         Section I.1  Definitions.

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

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

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

         (c) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Trust Agreement; and
<PAGE>   8
                                                                               2


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

         "Act" has the meaning specified in Section 6.8.

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

         "Administrative Trustee" means each of the individuals identified as
an "Administrative Trustee" in the preamble to this Trust Agreement solely in
such individual's capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in such individual's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

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

         "Bankruptcy Event" means, with respect to any Person:

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

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

         "Bankruptcy Laws" has the meaning specified in Section 10.11.

         "Book-Entry Capital Securities Certificates" means a beneficial
interest in the Capital Securities Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 5.11.
<PAGE>   9
                                                                               3


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

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

         "Capital Securities Certificate" means a certificate evidencing
ownership of Capital Securities, substantially in the form attached as Exhibit
D.

         "Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of any amendment to, or change (including any
proposed change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision thereof or therein, or as a result of any
official or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective, or which proposed change, pronouncement, action or decision is
announced, on or after the date of issuance of the Capital Securities
hereunder, there is more than an insubstantial risk that the Depositor will not
be entitled to treat an amount equal to the Liquidation Amount of the Capital
Securities as "Tier 1 Capital" (or the then equivalent thereof) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Depositor.

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

         "Certificate of Trust" has the meaning specified in the recitals
hereof, as amended from time to time.

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

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

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

         "Code" means the Internal Revenue Code of 1986, as amended.

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

         "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as Exhibit
C.
<PAGE>   10
                                                                               4


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

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

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

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

         "Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

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

         "Debentures" means the $257,732,000 aggregate principal amount of the
Depositor's 8.278% Junior Subordinated Deferrable Interest Debentures, Series
A, issued pursuant to the Indenture.

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

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

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

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

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

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

         "Early Termination Event" has the meaning specified in Section 9.2.

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

         (a)  the occurrence of a Debenture Event of Default; or
<PAGE>   11
                                                                               5


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

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

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

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

         "Expiration Date" has the meaning specified in Section 9.1.

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

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

         "Indenture" means the Junior Subordinated Indenture, dated as of
December 18, 1996, between the Depositor and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.

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

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

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

         "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 9.4(a).
<PAGE>   12
                                                                               6


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

         "1940 Act" means the Investment Company Act of 1940, as amended.

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

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

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

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

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

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

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

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Capital Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Capital Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in
relying
<PAGE>   13
                                                                               7


upon any such request, demand, authorization, direction, notice, consent or
waiver, only Capital Securities that such Trustee actually knows to be so owned
shall be so disregarded and (b) the foregoing shall not apply at any time when
all of the outstanding Capital Securities are owned by the Depositor, one or
more of the Trustees and/or any such Affiliate. Capital Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee's right so to act with respect to such Capital Securities and that the
pledgee is not the Depositor or any Affiliate of the Depositor.

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

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


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

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

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

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

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

         "Relevant Trustee" shall have the meaning specified in Section 8.10.

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

         "Securityholder" or "Holder" means a Person in whose name a Trust
Security or Trust Securities is registered in the Securities Register; any such
Person shall be a beneficial owner within the meaning of the Delaware Business
Trust Act; provided, however, that in determining whether the Holders of the
requisite amount of Capital Securities have voted on any matter provided for in
this Trust Agreement, then for the purpose of any such determination, so long
as
<PAGE>   14
                                                                               8


Definitive Capital Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.

         "Tax Event" means the receipt by the Trust or the Depositor of an
Opinion of Counsel experienced in such matters to the effect that, as a result
of any amendment to, or change (including any announced proposed change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement or judicial decision interpreting or
applying such laws or regulations, which amendment or change is effective, or
which proposed change, pronouncement or decision is announced, on or after the
date of issuance of the Capital Securities under this Trust Agreement, there is
more than an insubstantial risk that (i) the Trust is, or will be within 90
days after the date of such Opinion of Counsel, subject to United States
federal income tax with respect to income received or accrued on the
Debentures, (ii) interest payable by the Depositor on the Debentures is not, or
within 90 days after the date of such Opinion of Counsel, will not be,
deductible by the Depositor, in whole or in part, for United States federal
income tax purposes or (iii) the Trust is, or will be within 90 days after the
date of such Opinion of Counsel, subject to more than a de minimis amount of
other taxes, duties or other governmental charges.

         "Trust" means the Delaware business trust created and continued hereby
and identified on the cover page to this Trust Agreement.

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

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

         "Trust Property" means (a) the Debentures, (b) any cash on deposit in,
or owing to, the Payment Account and (c) all proceeds and rights in respect of
the foregoing.

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

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

         "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

         "Underwriting Agreement" means the Pricing Agreement, dated as of
December 11, 1996, among the Trust, the Depositor and Goldman, Sachs & Co., as
representative of the underwriters named therein, incorporating the
Underwriting Agreement dated December 11, 1996.
<PAGE>   15
                                                                               9


                                   ARTICLE II

                           CONTINUATION OF THE TRUST

         Section II.1  Name.

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

         Section II.2  Office of the Delaware Trustee; Principal Place
of Business.

         The address of the Delaware Trustee in the State of Delaware is c/o
The Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention:  Corporate Trust Department or such other address in the
State of Delaware as the Delaware Trustee may designate by written notice to
the Securityholders and the Depositor. The principal executive office of the
Trust is c/o MBNA Corporation, Wilmington, Delaware  19884.

         Section II.3  Initial Contribution of Trust Property; Organizational
Expenses.

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

         Section II.4  Issuance of the Capital Securities.

         As of December 11, 1996, the Depositor, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Underwriters named in
the Underwriting Agreement Capital Securities Certificates, registered in the
name of the nominee of the initial Clearing Agency, in an aggregate amount of
250,000 Capital Securities having an aggregate Liquidation Amount of
$250,000,000, against receipt of an aggregate purchase price of such Capital
Securities of $250,000,000, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee.

         Section II.5  Issuance of the Common Securities; Subscription and
Purchase of Debentures.

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount
of 7,732 Common Securities having an aggregate Liquidation Amount of $7,732,000
against payment by the Depositor of an aggregate purchase price therefor of
$7,732,000, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee. Contemporaneously therewith, an Administrative Trustee,
on behalf of the Trust, shall subscribe to and purchase from the Depositor
Debentures, registered in the name of the Trust and having an aggregate
principal amount equal to $257,732,000, and, in satisfaction of the purchase
price for such Debentures, the Property Trustee, on behalf of the Trust, shall
deliver to the Depositor the sum of $257,732,000 (being the sum of the amounts
delivered to the Property
<PAGE>   16
                                                                              10


Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first
sentence of this Section 2.5).

         Section II.6  Declaration of Trust.

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

         Section II.7  Authorization to Enter into Certain Transactions.

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

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

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

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

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

                  (D)  assisting in the listing, if any, of the Capital
             Securities upon such national securities exchange or exchanges or
             automated quotation system or systems as shall be determined by
             the Depositor and the registration of the Capital Securities under
             the Securities Exchange Act of 1934, as amended, and the
             preparation and filing of all periodic and other reports and other
             documents pursuant to the foregoing;

                  (E)  the sending of notices (other than notices of default)
             and other information regarding the Trust Securities and the
             Debentures to the Securityholders in accordance with this Trust
             Agreement;
<PAGE>   17
                                                                              11


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

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

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

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

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

                  (A)  the establishment of the Payment Account;

                  (B)  the receipt of the Debentures;

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

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

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

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

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

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

                  (I)  after an Event of Default (other than under paragraph
             (b), (c), (d) or (e) of the definition of such term if such Event
             of Default is by or with respect to the Property Trustee) the
             taking of any action incidental to the foregoing as the Property
             Trustee may from time to time determine is necessary or advisable
             to give effect to the terms of this Trust Agreement and protect
             and conserve the Trust Property for the benefit of the
             Securityholders (without consideration of the effect of any such
             action on any particular Securityholder); and

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

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly
<PAGE>   18
                                                                              12

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

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

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

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

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

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

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

         (d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the 1940 Act, or fail
to be classified as a grantor trust for United States federal income tax
purposes and so that the Debentures will be treated as indebtedness of the
Depositor for United States federal income tax purposes. In this connection,
the Depositor and the Administrative Trustees
<PAGE>   19
                                                                              13


are authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that each of the Depositor and
any Administrative Trustee determines in its discretion to be necessary or
desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Capital Securities.

         Section II.8  Assets of Trust.

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

         Section II.9  Title to Trust Property.

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


                                  ARTICLE III

                                Payment Account

         Section III.1  Payment Account.

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

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


                                   ARTICLE IV

                           Distributions; Redemption

         Section IV.1  Distributions.

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

              (i)      Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions shall
         accrue from December 18, 1996, and, except in the event (and to the
         extent) that the Depositor exercises its right to defer the payment of
         interest on the Debentures pursuant to the Indenture, shall be payable
         semi-annually in arrears on June 1 and December 1 of each year,
         commencing on June 1, 1997. If any date
<PAGE>   20
                                                                              14

         on which a Distribution is otherwise payable on the Trust Securities
         is not a Business Day, then the payment of such Distribution shall be
         made on the next succeeding day that is a Business Day (and without
         any interest or other payment in respect of any such delay) except
         that, if such Business Day is in the next succeeding calendar year,
         payment of such Distribution shall be made on the immediately
         preceding Business Day, in each case with the same force and effect as
         if made on such date (each date on which Distributions are payable in
         accordance with this Section 4.1(a), a "Distribution Date").

              (ii)     Assuming payments of interest on the Debentures are
         made when due (and before giving effect to Additional Amounts, if
         applicable), Distributions on the Trust Securities shall be payable at
         a rate of 8.278% per annum of the Liquidation Amount of the Trust
         Securities. The amount of Distributions shall be computed on the basis
         of the number of days elapsed in a 360-day year of twelve 30-day
         months. The amount of Distributions payable for any period shall
         include the Additional Amounts, if any.

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

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

         Section IV.2  Redemption.

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

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

              (i)      the Redemption Date;

              (ii)     the Redemption Price;

              (iii)    the CUSIP number;

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

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

              (vi)    if the Capital Securities are no longer in book-entry-
         only form, the place and address where the Holders shall surrender
         their Capital Securities Certificates.
<PAGE>   21
                                                                              15


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

         (d) If the Property Trustee gives a notice of redemption in respect of
any Capital Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, so long
as the Capital Securities are in book-entry-only form, irrevocably deposit with
the Clearing Agency for the Capital Securities funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Owners thereof.
If the Capital Securities are no longer in book-entry-only form, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Capital Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price and
any Distribution payable on or prior to the Redemption Date, but without
interest thereon, and such Trust Securities will cease to be outstanding. In
the event that any date on which any Redemption Price is payable is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day that is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day falls in the next calendar year, such payment will be made on the
immediately preceding Business Day, in each case, with the same force and
effect as if made on such date. In the event that payment of the Redemption
Price in respect of any Trust Securities called for redemption is improperly
withheld or refused and not paid either by the Trust or by the Depositor
pursuant to the Guarantee, Distributions on such Trust Securities will continue
to accrue, at the then applicable rate, from the Redemption Date originally
established by the Trust for such Trust Securities to the date such Redemption
Price is actually paid, in which case the actual payment date will be the date
fixed for redemption for purposes of calculating the Redemption Price.

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

         (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Capital Securities. The particular Capital Securities to be redeemed shall
be selected on a pro rata basis (based upon Liquidation Amounts) not more than
60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Capital Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $1,000 or an integral multiple of $1,000 in
excess thereof) of the Liquidation Amount of Capital Securities of a
denomination larger than $1,000. The Property
<PAGE>   22
                                                                              16

Trustee shall promptly notify the Security Registrar in writing of the Capital
Securities selected for redemption and, in the case of any Capital Securities
selected for partial redemption, the Liquidation Amount thereof to be redeemed.
For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Capital Securities shall
relate, in the case of any Capital Securities redeemed or to be redeemed only
in part, to the portion of the Liquidation Amount of Capital Securities that
has been or is to be redeemed.

         Section IV.3  Subordination of Common Securities.

         (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Capital Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of
Default shall have occurred and be continuing, no payment of any Distribution
(including Additional Amounts, if applicable) on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Capital Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Capital Securities then called for redemption, shall have been made
or provided for, and all funds immediately available to the Property Trustee
shall first be applied to the payment in full in cash of all Distributions
(including Additional Amounts, if applicable) on, or the Redemption Price of,
Capital Securities then due and payable.

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

         Section IV.4  Payment Procedures.

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

         Section IV.5  Tax Returns and Reports.

         The Administrative Trustees shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States federal, state and local
tax and information returns and reports required to be filed by or in respect
of the Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service Form required to be filed in respect of the Trust in each taxable year
of the Trust and (b) prepare
<PAGE>   23
                                                                              17

and furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service form and the information required to be
provided on such form. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing. The Trustees shall comply with United States
federal withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

         Section IV.6  Payment of Expenses of the Trust.

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

         (b)  Upon receipt by the Trust of the amounts described in subsection
4.6(a), the  Trust shall promptly pay any taxes, duties or other governmental
charges of whatever nature (other than United States withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

         Section IV.7  Payments under Indenture or Pursuant to Direct Actions.

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


                                   ARTICLE V

                         Trust Securities Certificates

         Section V.1  Initial Ownership.

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

         Section V.2  The Trust Securities Certificates.

         The Capital Securities Certificates shall be issued in minimum
denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $1,000 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be (i) executed  on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee and, if
executed on behalf of the Trust by facsimile, countersigned by a transfer agent
or its agent and (ii) authenticated by the Property Trustee by manual or
facsimile signature of an authorized signatory thereof and, if executed by such
authorized signatory of the Property Trustee by facsimile, countersigned by a
transfer agent or its agent. Trust Securities Certificates bearing the manual
signatures of individuals who were, at the time when such signatures shall have
been
<PAGE>   24
                                                                              18

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

         Section V.3  Execution and Delivery of Trust Securities Certificates.

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

         Section V.4  Registration of Transfer and Exchange of Capital
Securities Certificates.

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

         Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute on behalf of the Trust
(and if executed on behalf of the Trust by a facsimile signature, such
certificate shall be countersigned by a transfer agent or its agent) and
deliver, in the name of the designated transferee or transferees, one or more
new Capital Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees.  The Securities Registrar shall not be required to
register the transfer of any Capital Securities that have been called for
redemption during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption and ending at the close of
business on the day of such mailing.

         At the option of a Holder, Capital Securities Certificates may be
exchanged for other Capital Securities Certificates in authorized denominations
of the same class and of a like aggregate Liquidation Amount upon surrender of
the Capital Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.8.

         Every Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Capital Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by an Administrative Trustee or the Securities Registrar in
accordance with such Person's customary practice.
<PAGE>   25
                                                                              19


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

         Section V.5  Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

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

         Section V.6  Persons Deemed Securityholders.

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

         Section V.7  Access to List of Securityholders' Names and Addresses.

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

         Section V.8  Maintenance of Office or Agency.

         The Administrative Trustees shall maintain an office or offices or
agency or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate The Bank of New York, 101 Barclay
Street, Floor 21 West, New York, New York 10286 Attn: Corporate Trust
Administration, as its principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Securityholders of any change in the location of
the Securities Register or any such office or agency.

         Section V.9  Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Securityholders from the 
Payment Account
<PAGE>   26
                                                                              20

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

         Section V.10  Ownership of Common Securities by Depositor.

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

         Section V.11  Book-Entry Capital Securities Certificates; Common
Securities Certificate.

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

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

              (ii)     the Securities Registrar and the Trustees shall be
         entitled to deal with
<PAGE>   27
                                                                              21

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

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

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

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

         Section V.12  Notices to Clearing Agency.

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

         Section V.13  Definitive Capital Securities Certificates.

         If (a) the Depositor or the Clearing Agency advises the Trustees in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Capital Securities
Certificates, and the Depositor is unable to locate a qualified successor, or
if at anytime the Clearing Agency ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, at a time when the
Clearing Agency is required to be so registered to act as such depositary, (b)
the Depositor at its option advises the Trustees in writing that it elects to
terminate the book-entry system through the Clearing Agency or (c) after the
occurrence of a Debenture Event of Default, Owners of Capital Securities
Certificates representing beneficial interests aggregating at least a majority
of the Liquidation Amount advise the Administrative Trustees in writing that
the continuation of a book-entry system through the Clearing Agency is no
longer in the best interest of the Owners of Capital Securities Certificates,
then the Administrative Trustees shall notify other Trustees and the Clearing
Agency, and the Clearing Agency, in accordance with its customary rules and
procedures, shall notify all Clearing Agency Participants for whom it holds
Capital Securities of the occurrence of any such event and of the availability
of the Definitive Capital Securities Certificates to Owners of such class or
classes, as applicable, requesting the same. Upon surrender to the
Administrative Trustees of the typewritten Capital Securities Certificate or
Certificates representing the Book-Entry Capital Securities Certificates by the
Clearing Agency, accompanied by registration instructions, the Administrative
Trustees, or any one of them, shall execute the Definitive Capital Securities
Certificates in accordance with the instructions of the
<PAGE>   28
                                                                              22

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

         Section V.14  Rights of Securityholders.

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

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

         At any time after such a declaration of acceleration with respect to
the Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Capital
Securities, by written notice to the Property Trustee, the Depositor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if:

              (i)      the Depositor has paid or deposited with the
         Debenture Trustee a sum sufficient to pay

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

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

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

<PAGE>   29
                                                                             23

             counsel; and

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

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

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

         (c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, upon a Debenture Event of Default specified in
Section 5.1(1) or 5.1(2) of the Indenture, any Holder of Capital Securities
shall have the right to institute a proceeding directly against the Depositor,
pursuant to Section 5.8 of the Indenture, for enforcement of payment to such
Holder of the principal amount of or premium or interest on Debentures having a
principal amount equal to the Liquidation Amount of the Capital Securities of
such Holder (a "Direct Action").  Except as set forth in Section 5.14(b) and
this Section 5.14(c), the Holders of Capital Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in
respect of, the Debentures.

         Section V.15  CUSIP Numbers.

         The Administrative Trustees in issuing the Capital Securities may use
"CUSIP" numbers

<PAGE>   30
                                                                             24


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


                                   ARTICLE VI

                   Acts of Securityholders; Meetings; Voting

         Section VI.1  Limitations on Voting Rights.

         (a) Except as provided in this Section, in Sections 5.14, 8.10 and
10.3 and in the Indenture and as otherwise required by law, no Holder of
Capital Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of
an association.

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

         (c) If any proposed amendment to the Trust Agreement provides for, or
the Trustees otherwise propose to effect, (i) any action that would adversely
affect in any material respect the powers, preferences or special rights of the
Capital Securities, whether by way of amendment to this Trust Agreement or
otherwise, or (ii) the dissolution, winding-up or termination of the Trust,
other than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Capital Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Capital Securities. Notwithstanding any other
provision of this Trust Agreement, no amendment to this Trust Agreement may be
made if, as a result of such amendment, it would cause the Trust to fail to be
classified as a grantor trust for United States federal income tax purposes.
<PAGE>   31
                                                                              25


         Section VI.2  Notice of Meetings.

         Notice of all meetings of the Capital Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.10 to each Capital Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be
so considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

         Section VI.3  Meetings of Capital Securityholders.

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

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

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

         Section VI.4  Voting Rights.

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

         Section VI.5  Proxies, etc.

         At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees
may direct, for verification prior to the time at which such vote shall be
taken. Pursuant to a resolution of the Property Trustee, proxies may be
solicited in the name of the Property Trustee or one or more officers of the
Property Trustee. Only Securityholders of record shall be entitled to vote.
When Trust Securities are held jointly by several Persons, any one of them may
vote at any meeting in person or by proxy in respect of such Trust Securities,
but if more than one of them shall be present at such meeting in person or by
proxy, and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Trust
Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.
<PAGE>   32
                                                                              26

         Section VI.6  Securityholder Action by Written Consent.

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

         Section VI.7  Record Date for Voting and Other Purposes.

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

         Section VI.8  Acts of Securityholders.

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

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

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

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

         Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of
<PAGE>   33
                                                                              27

which may do so pursuant to such appointment with regard to all or any part of
such Liquidation Amount.

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

         Section VI.9  Inspection of Records.

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

                                  ARTICLE VII

                         Representations and Warranties

         Section VII.1  Representations and Warranties of the Property Trustee
and the Delaware Trustee.

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

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

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

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

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

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

         (f) the execution, delivery and performance of this Trust Agreement
has been duly authorized by all necessary corporate or other action on the part
of the Property Trustee and the Delaware Trustee and does not require any
approval of stockholders of the Property Trustee and the Delaware Trustee and
such execution, delivery and performance will not (i) violate the charter or
by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of, any Lien on any properties
included in the Trust Property pursuant to the
<PAGE>   34
                                                                              28

provisions of, any indenture, mortgage, credit agreement, license or other
agreement or instrument to which the Property Trustee or the Delaware Trustee
is a party or by which it is bound, or (iii) violate any law, governmental rule
or regulation of the State of New York or the State of Delaware, as the case
may be, governing the banking, trust or general powers of the Property Trustee
or the Delaware Trustee (as appropriate in context) or any order, judgment or
decree applicable to the Property Trustee or the Delaware Trustee;

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

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

         Section VII.2  Representations and Warranties of Depositor.

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

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

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

                                  ARTICLE VIII

                                  The Trustees

         Section VIII.1  Certain Duties and Responsibilities.

         (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section. Nothing in this Trust
<PAGE>   35
                                                                              29

Agreement shall be construed to release an Administrative Trustee from
liability for its own gross negligent action, its own gross negligent failure
to act, or its own willful misconduct. To the extent that, at law or in equity,
an Administrative Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to the Securityholders, such
Administrative Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement.  The Administrative Trustees shall not be liable for the
default or misconduct of the Property Trustee or the Delaware Trustee.  The
provisions of this Trust Agreement, to the extent that they restrict the duties
and liabilities of the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Administrative Trustees.

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

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

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

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

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

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

                 (iv)     the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Depositor; and money held by the Property Trustee
         need not be segregated from other funds held by it except in relation
         to the Payment Account maintained by the Property Trustee pursuant to
         Section 3.1 and except to the extent otherwise required by law; and
<PAGE>   36
                                                                              30


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

         Section VIII.2  Certain Notices.

         Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.10, notice of such Event of
Default to the Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

         Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Administrative Trustee shall
transmit, in the manner and to the extent provided in Section 10.10, notice of
such exercise to the Securityholders and the Property Trustee, unless such
exercise shall have been revoked.

         Section VIII.3  Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

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

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

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

         (d) whenever in the administration of this Trust Agreement, the
Property Trustee shall deem it desirable that a matter be established before
undertaking, suffering or omitting any action hereunder, the Property Trustee
(unless other evidence is herein specifically prescribed) may, in
<PAGE>   37
                                                                              31

the absence of bad faith on its part, request and rely upon an Officers'
Certificate which, upon receipt of such request, shall be promptly delivered by
the Depositor or the Administrative Trustees;

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

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

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

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

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

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

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

         No provision of this Trust Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No
<PAGE>   38
                                                                              32

permissive power or authority available to the Property Trustee shall be
construed to be a duty.

         Section VIII.4  Not Responsible for Recitals or Issuance of
Securities.

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

         Section VIII.5  May Hold Securities.

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

         Section VIII.6  Compensation; Indemnity; Fees.

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

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

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

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

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

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

         The Depositor and any Trustee (in the case of the Property Trustee,
subject to Section 8.8
<PAGE>   39
                                                                              33

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

         Section VIII.7  Corporate Property Trustee Required; Eligibility of
Trustees.

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

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

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

         Section VIII.8  Conflicting Interests.

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

         Section VIII.9  Co-Trustees and Separate Trustee.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power
to appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any
<PAGE>   40
                                                                              34

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

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

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

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

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

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

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

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

         (f) Any Act of Holders delivered to the Property Trustee shall be
deemed to have been delivered to each such co-trustee and separate trustee.
<PAGE>   41
                                                                              35


         Section VIII.10  Resignation and Removal; Appointment of Successor.

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

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

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

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

         The Property Trustee shall give notice of each resignation and each
removal of a Trustee (other than an Administrative Trustee) and each
appointment of a successor Trustee (other than an Administrative Trustee) to
all Securityholders in the manner provided in Section 10.10 and shall give
notice to the Depositor. Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the
Property Trustee.
<PAGE>   42
                                                                              36

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

         Section VIII.11  Acceptance of Appointment by Successor.

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

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

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

         Section VIII.12  Merger, Conversion, Consolidation or Succession to
Business.

         Any Person into which the Property Trustee or the Delaware Trustee may
be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any Person succeeding to all or substantially all
the corporate trust business of such Relevant Trustee, shall be the successor
of such Relevant Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.
<PAGE>   43
                                                                              37


         Section VIII.13  Preferential Collection of Claims Against Depositor
or Trust.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

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

         Section VIII.14  Reports by Property Trustee.

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

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

         Section VIII.15  Reports to the Property Trustee.

         The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information
as required by Section 314 of the Trust Indenture Act (if any) and the
compliance certificate required by Section 314(a) of the
<PAGE>   44
                                                                              38

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

         Section VIII.16  Evidence of Compliance with Conditions Precedent.

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

         Section VIII.17  Number of Trustees.

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

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

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

         Section VIII.18  Delegation of Power.

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

         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to the Depositor the doing of such things
and the execution of such instruments either in the name of the Trust or the
names of the Administrative Trustees or otherwise as the Administrative
Trustees may deem expedient, to the extent such delegation is not prohibited by
applicable law or contrary to the provisions of this Trust Agreement, as set
forth herein.
<PAGE>   45
                                                                              39


                                   ARTICLE IX

                      Termination, Liquidation and Merger

         Section IX.1  Termination Upon Expiration Date.

         Unless earlier terminated, the Trust shall automatically terminate on
December 31, 2051 (the "Expiration Date"), following the distribution of the
Trust Property in accordance with Section 9.4.

         Section IX.2  Early Termination.

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

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

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

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

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

         Section IX.3  Termination.

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

         Section IX.4  Liquidation.

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

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

              (ii)     state the Liquidation Date;
<PAGE>   46
                                                                              40


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

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

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

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

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

         Section IX.5  Mergers, Consolidations, Amalgamations or Replacements
of the Trust.

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or
<PAGE>   47
                                                                              41

convey, transfer or lease its properties and assets substantially as an
entirety to any corporation or other Person, except pursuant to this Article
IX. At the request of the Depositor, with the consent of the Administrative
Trustees and without the consent of the Holders of the Capital Securities, the
Property Trustee or the Delaware Trustee, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that (i) such successor entity either
(a) expressly assumes all of the obligations of the Trust with respect to the
Capital Securities or (b) substitutes for the Capital Securities other
securities having substantially the same terms as the Capital Securities (the
"Successor Securities") so long as the Successor Securities rank the same as
the Capital Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing the same
powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed or traded, or any Successor
Securities will be listed upon notification of issuance, on any national
securities exchange or other organization on which the Capital Securities are
then listed or traded, if any, (iv) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Capital
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the holders of
the Capital Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose  identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Capital Securities (including any
Successor Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (viii) the Depositor owns all of the
common securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Capital
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an
entirety to any other Person or permit any other Person to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause
the Trust or the successor entity to be classified as other than a grantor
trust for United States federal income tax purposes.


                                   ARTICLE X

                            Miscellaneous Provisions

         Section X.1  Limitation of Rights of Securityholders.

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

         Section X.2  Liability of the Common Securityholder.
<PAGE>   48
                                                                              42

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

         Section X.3  Amendment.

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

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

         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
Trust Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount
of any Distribution required to be made in respect of the Trust Securities as
of a specified date or (ii) restrict the right of a Securityholder to institute
suit for the enforcement of any such payment on or after such date;
notwithstanding any other provision herein, without the unanimous consent of
the Securityholders (such consent being obtained in accordance with Section 6.3
or 6.6 hereof), this paragraph (c) of this Section 10.3 may not be amended.

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

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

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

         (g) Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
<PAGE>   49
                                                                              43

with this Trust Agreement.

         Section X.4  Consolidation, Merger, Conveyance, Transfer or Lease.

         The Depositor shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and no Person shall consolidate with or merge into
the Depositor or convey, transfer or lease its properties and assets
substantially as an entirety to the Depositor, unless it has complied with the
terms of Section 8.1 of the Indenture.

         Section X.5  Separability.

         In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
<PAGE>   50
                                                                              44


         Section X.6  Governing Law.

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

         Section X.7  Payments Due on Non-Business Day.

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

         Section X.8  Successors.

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

         Section X.9  Headings.

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

         Section X.10  Reports, Notices and Demands.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon any Securityholder or the Depositor may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (a) in
the case of a Capital Securityholder, to such Capital Securityholder as such
Securityholder's name and address may appear on the Securities Register; and
(b) in the case of the Common Securityholder or the Depositor, to MBNA
Corporation, Wilmington, Delaware  19884, Attention: Vernon H.C. Wright,
facsimile no.: (302) 456-8348. Such notice, demand or other communication to or
upon a Securityholder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (a) with respect to the Property Trustee to
The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention:
Corporate Trust Administration; (b) with respect to the Delaware Trustee, to
The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware, with a copy to the Property Trustee at the address set forth in
Clause (a); and (c) with respect to the Administrative Trustees, to them at the
address above for notices to the Depositor, marked "Attention Administrative
<PAGE>   51
                                                                              45

Trustees of MBNA Capital A." Such notice, demand or other communication to or
upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

         Section X.11  Agreement Not to Petition.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.11, the
Property Trustee agrees, for the benefit of Securityholders, that at the
expense of the Depositor, it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be stopped
and precluded therefrom and such other defenses, if any, as counsel for the
Trustee or the Trust may assert. The provisions of this Section 10.11 shall
survive the termination of this Trust Agreement.

         Section X.12  Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

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

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

         Section X.13  Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF
THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF
THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE
TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.
<PAGE>   52
                                                                              46


Section X.14  Counterparts.

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


                     MBNA Corporation


                     By:
                        -----------------------------------------
                        Name:
                        Title:


                     The Bank of New York,
                      as Property Trustee


                     By:
                        -----------------------------------------
                        Name:
                        Title:


                     The Bank of New York (Delaware),
                      as Delaware Trustee


                     By:
                        -----------------------------------------
                        Name:
                        Title:



                     --------------------------------------------
                     M. Scot Kaufman
                      as Administrative Trustee


                     --------------------------------------------
                     John W. Scheflen
                      as Administrative Trustee
<PAGE>   53

                                                                     EXHIBIT A





<PAGE>   54

                                                                     EXHIBIT B





<PAGE>   55

                                                                     EXHIBIT C





<PAGE>   56

                                                                     EXHIBIT D