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Exhibit 4.10

AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 31, 1997, 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, as amended by the Certificate of
Amendement of Certificate of Trust, filed on March 31, 1997, 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 and the Amended and Restated Trust
Agreement of the Trust, dated as of February 24, 1997 (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 of the Preferred Securities by the Trust in
exchange for the Series A Preferred Stock validly tendered in the Offer 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
Restated Agreement in its entirety and agrees as follows:

ARTICLE I





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2

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

(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





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3

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

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

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 Preferred 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 Preferred
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 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
4pledges 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 B.Common Securitymeans an undivided beneficial ownership interest in the
assets of the Trust, having a Liquidation Amount of $25 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.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.Dealer Manager Agreementmeans the Dealer Manager Agreement between the
Depositor and Merilll Lynch & Co. dated February 27, 1997.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 $37,425,800 aggregate principal amount of the
Depositors 8.25% Junior Subordinated Deferrable Interest Debentures, Series C,
issued pursuant to the Indenture.Definitive Preferred Securities Certificatesmeans either or both (as
the context requires) of (a) Preferred Securities Certificates issued as
Book-Entry Preferred Securities Certificates as provided in Section 5.11(a) and
(b) Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.13.Delaware Business Trust Actmeans Chapter 38 of Title 12 of the Delaware
Code, 12
5Del. 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(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 Preferred Securities, a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a Notice of Default hereunder; or(e)  the occurrence of a Bankruptcy Event with respect to the Property
Trustee and the failure by the Depositor to appoint a successor Property
Trustee within 90 days thereof.Exchange Agentmeans The Bank of New York, a New York banking
corporation.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 body6performing 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 $25 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).Liquidation Distributionhas the meaning specified in Section 9.4(d).1940 Actmeans the Investment Company Act of 1940, as amended.Offermeans the offer by the Trust to exchange the Preferred Securities
for any and all shares of the Series A Preferred Stock.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
7undertaken 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; providedthat, 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 Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of
the Depositor or any Trustee shall be disregarded and deemed not to be
Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Preferred Securities that such Trustee 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 Preferred Securities are owned by
the Depositor, one or more of the Trustees and/or any such Affiliate. Preferred
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgees right so to act with respect to such
Preferred Securities and that the pledgee is not the Depositor or any Affiliate
of the Depositor.Ownermeans each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency8Participant 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.Preferred Securitymeans an undivided beneficial ownership interest in
the assets of the Trust, having a Liquidation Amount of $25 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.Preferred Securities Certificatemeans a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as
Exhibit C.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; providedthat 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
9within the meaning of the Delaware Business Trust Act; provided, however, that
in determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Trust Agreement, then
for the purpose of any such determination, so long as Definitive Preferred
Securities Certificates have not been issued, the term Securityholders or
Holders as used herein shall refer to the Owners.Series A Preferred Stockmeans the Depositors 7.50% Cumulative
Preferred Stock,
Series A, $0.01 par value.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 Preferred 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 minimisamount 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 Preferred
Securities.Trust Securities Certificatemeans any one of the Common Securities
Certificates or the Preferred Securities Certificates.Trusteesmeans, collectively, the Property Trustee, the Delaware Trustee
and the10Administrative Trustees.CONTINUATION OF THE TRUSTSECTION II.1 Name.The Trust continued hereby shall be known as MBNA Capital C, 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 Preferred Securities.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 Exchange Agent, Preferred Securities
Certificates, registered in such names as the Depositor shall instruct the
Administrative Trustee, in an aggregate amount of 1,452,118 Preferred
Securities having an aggregate Liquidation Amount of $36,302,950, against
receipt of 1,452,118 shares of Series A Preferred Stock, which Stock 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 44,914
Common Securities having an aggregate Liquidation Amount11of $1,122,850 against payment by the Depositor of an aggregate purchase price
therefor of $1,122,850, 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 $37,425,800, and, in satisfaction of the
purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor 1,452,118 shares of Series A Preferred
Stock and $1,122,850 (being the items delivered to the Property Trustee
pursuant to (i) 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 exchange or 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 Dealer Manager Agreement,
and such other agreements as may be necessary or desirable in
connection with the purposes and function of the Trust;(C) assisting in the registration of the Preferred Securities
under the Securities Act of 1933, as amended, and under state
securities or blue sky laws, and the qualification of this Trust
Agreement as a trust indenture under the Trust12Indenture Act;(D) assisting in the listing, if any, of the Preferred
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 Preferred Securities under
the Securities Exchange Act of 1934, as amended, and the
preparation and filing of all periodic and other reports and other
documents pursuant to the foregoing;(E) the sending of notices (other than notices of default)
and other information regarding the Trust Securities and the
Debentures to the Securityholders in accordance with this Trust
Agreement;(F) the appointment of a Paying Agent 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 of13this 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 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 exchange of the Preferred Securities,
the Depositor shall have the right and responsibility to assist the Trust with
respect to, or effect on behalf of the Trust, the following (and any actions
taken by the Depositor in furtherance of the following prior to the date of
this Trust Agreement are hereby ratified and confirmed in all respects):(i) the preparation and filing by the Trust with the Commission and
the execution on behalf of the Trust of a registration statement on the
appropriate form in relation to the Preferred Securities, including any
amendments thereto;14(ii) the determination of the states in which to take appropriate
action to qualify or register for sale all or part of the Preferred
Securities and the determination of any and all such acts, other than
actions which must be taken by or on behalf of the Trust, and the advice
to the Trustees of actions they must take on behalf of the Trust, and the
preparation for execution and filing of any documents to be executed and
filed by the Trust or on behalf of the Trust, as the Depositor deems
necessary or advisable in order to comply with the applicable laws of any
such states;(iii) the preparation for filing by the Trust and execution on
behalf of the Trust of an application to the New York Stock Exchange or
any other national stock exchange or the NASDAQ National Market or any
other automated quotation system for listing upon notice of issuance of
any Preferred 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 Dealer Manager Agreement providing for the exchange of the
Preferred Securities for the Series A Preferred Stock; and(v) the taking of any other actions necessary or desirable to carry
out any of the foregoing activities.(d)  Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an investment
company required to be registered under the 1940 Act, or fail to be classified
as a grantor trust for United States federal income tax purposes and so that
the Debentures will be treated as indebtedness of the Depositor for United
States federal income tax purposes. In this connection, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent
with applicable law, the Certificate of Trust or this Trust Agreement, that
each of the Depositor and any Administrative Trustee determines in its
discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
Holders of the Preferred 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.PAYMENT ACCOUNT15SECTION 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.DISTRIBUTIONS; REDEMPTIONSECTION 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 March 27,
1997, and, except in the event (and to the extent) that the Depositor
exercises its right to defer the payment of interest on the Debentures
pursuant to the Indenture, shall be payable quarterly in arrears on the
fifteenth day of January, April, July and October of each year,
commencing on April 15, 1997. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in
respect of any such delay) except that, if such Business Day is in the
next succeeding calendar year, payment of such Distribution shall be made
on the immediately preceding Business Day, in each case with the same
force and effect as if made on such date (each date on which
Distributions are payable in accordance with this Section 4.1(a), a
Distribution Date).(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 8.25%
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 of16Distributions 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
the last 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) the place and address where the Holders shall surrender their
Preferred Securities Certificates.(c)  The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption 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
Preferred Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Preferred Securities in book-entry-only form,17irrevocably deposit with the Clearing Agency for such Preferred Securities
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Owners thereof. With respect to the Preferred Securities that are
not in book-entry-only form, the Property Trustee, subject to Section 4.2(c),
will irrevocably deposit with the Paying Agent funds sufficient to pay the
applicable Redemption Price and will give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the Holders thereof
upon surrender of their Preferred Securities Certificates. Notwithstanding the
foregoing, Distributions payable on or prior to the Redemption Date for any
Trust Securities called for redemption shall be payable to the Holders of such
Trust Securities as they appear on the 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 fifteen days prior
to the relevant Redemption Date.(f)  Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Preferred Securities. The particular Preferred Securities to be redeemed
shall be selected on a pro rata basis (based upon Liquidation Amounts) not more
than 60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to $25 or an integral multiple of $25 in excess
thereof) of the Liquidation Amount of Preferred Securities of a denomination
larger than $25. The Property Trustee shall promptly notify the Security
Registrar in writing of the Preferred Securities selected for redemption and,
in the case of any Preferred Securities selected for partial redemption, the
Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to
the redemption of Preferred Securities shall relate, in the case of any
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the Liquidation Amount of Preferred Securities that has
18been 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 rataamong the Common Securities and the
Preferred Securities based on the Liquidation Amount of the Trust Securities;
provided, however,that if on any Distribution Date or Redemption Date any
Event of Default resulting from a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities 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, Preferred
Securities then due and payable.(b)  In the case of the occurrence of any Event of Default resulting from
any Debenture Event of Default, the Holder of Common Securities will be deemed
to have waived any right to act with respect to any such Event of Default under
this Trust Agreement until the effect of all such Events of Default with
respect to the Preferred Securities have been cured, waived or otherwise
eliminated. Until any such Event of Default under this Trust Agreement with
respect to the Preferred Securities has been so cured, waived or otherwise
eliminated, the Property Trustee shall act solely on behalf of the Holders of
the Preferred Securities and not the Holder of the Common Securities, and only
the Holders of the Preferred Securities will have the right to direct the
Property Trustee to act on their behalf.SECTION IV.4 Payment Procedures.Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, with respect to Preferred Securities 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
Service19Form required to be filed in respect of the Trust in each taxable year of the
Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service form and the
information required to be provided on such form. The Administrative Trustees
shall provide the Depositor 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 Preferred Securities shall
be reduced by the amount of any corresponding payment such Holder (or an Owner
with respect to the Holders Preferred Securities) has directly received
pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust
Agreement.TRUST SECURITIES CERTIFICATESSECTION 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 Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in
denominations of $25 Liquidation Amount and integral multiples20thereof. The Trust Securities Certificates shall be executed on behalf of the
Trust by manual or facsimile signature of at least one Administrative Trustee
and, if executed on behalf of the Trust by facsimile, countersigned by a
transfer agent or its agent. The Preferrred Securities Certificates shall be
authenticated by the Property Trustee by manual or facsimile signature of an
authorized signatory thereof and, if executed by such authorized signatory of
the Property Trustee by facsimile, countersigned by a transfer agent or its
agent. Trust Securities Certificates bearing the manual signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust or 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 Preferred Securities
Certificates.The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the Securities Register) in 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 Preferred Securities Certificates and Common
Securities Certificates (subject to Section 5.10 in the case of the Common
Securities Certificates) and registration of transfers and exchanges of
Preferred Securities Certificates as herein provided. The Bank shall be the
initial Securities Registrar.Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute 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 Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees. The Securities Registrar shall not be required to
register the transfer of any Preferred Securities that have been called for
redemption 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.21At the option of a Holder, Preferred Securities Certificates may be
exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the
office or agency maintained pursuant to Section 5.8.Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to an Administrative Trustee and
the Securities Registrar duly executed by the Holder or his attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by an Administrative Trustee or the Securities Registrar in
accordance with such Persons customary practice.No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.SECTION 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.22SECTION 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 Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate 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 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.23SECTION 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 Preferred Securities Certificates; Common
Securities Certificate.(a)  The Preferred Securities Certificates, upon original issuance, will be
issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust and, in accordance with Section 5.13, in the form of
printed, lithographed or engraved Preferred Securities Certificates in
certificated, fully registered form. The Book-Entry Preferred Securities
Certificate or Certificates shall initially be registered on the Securities
Register in the name of Cede & Co., the nominee of the initial Clearing Agency.
With respect to any Book-Entry Preferred Securities Certificate:(i) the provisions of this Section 5.11(a) shall be in full force
and effect;(ii) the Securities Registrar and the Trustees shall be entitled to
deal with the Clearing Agency for all purposes of this Trust Agreement
relating to the Book-Entry Preferred Securities Certificates (including
the payment of the Liquidation Amount of and Distributions on the
Preferred Securities evidenced by Book-Entry Preferred Securities
Certificates and the giving of instructions or directions to Owners of
Preferred Securities evidenced by Book-Entry Preferred Securities
Certificates) as the sole Holder of Preferred Securities evidenced by
Book-Entry Preferred 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 Preferred Securities
Certificates shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such
Owners and the Clearing Agency and/or the Clearing Agency Participants.
The initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit payments on the
Book-Entry Preferred Securities to such Clearing Agency Participants.(b) A single Common Securities Certificate representing the Common
Securities shall be issued to the Depositor in the form of a definitive Common
Securities Certificate.24SECTION V.12 Notices to Clearing Agency.To the extent that a notice or other communication to the Owners is
required under this Trust Agreement, with respect to any Owners holding
Book-Entry Preferred Securities Certificates, 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 Preferred Securities Certificates.(a)  The Definitive Preferred Securities Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees that meets the
requirements of any stock exchange or automated quotation system on which the
Preferred Securities are then listed or approved for trading, as evidenced by
the execution thereof by the Administrative Trustees or any one of them. The
Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Securityholders.(b)  If (x) 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 Book-Entry Preferred
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 or (y) the Depositor at its option advises the Trustees in writing
that it elects to terminate the book-entry system through the Clearing Agency,
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
Preferred Securities of the occurrence of any such event and of the
availability of the Definitive Preferred Securities Certificates to Owners of
such class or classes, as applicable, requesting the same. Upon surrender to
the Administrative Trustees of the typewritten Preferred Securities Certificate
or Certificates representing the Book-Entry Preferred Securities Certificates
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency or, if executed on behalf of the Trust by facsimile,
countersigned by a transfer agent or its agent. Neither the Securities
Registrar nor the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions.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 and25delivered to Securityholders against payment of the purchase price therefor
will be fully paid and nonassessable by the Trust. The Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.(b)  For so long as any Preferred Securities remain Outstanding, if, upon a
Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the outstanding Debentures fail to declare
the principal of all of the Debentures to be immediately due and payable, the
Holders of at least 25% in Liquidation Amount of the Preferred Securities then
Outstanding shall have such right by a notice in writing to the Depositor and
the Debenture Trustee; and upon any such declaration such principal amount of
and the accrued interest on all of the Debentures shall become immediately due
and payable 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 Preferred
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 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 Preferred
Securities may, on behalf of the Holders of all the Preferred 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
26premium, 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 Preferred
Securities, a record date shall be established for determining Holders of
Outstanding Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred 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 Preferred Securities may use
CUSIP numbers (if then generally in use), and, if so, the Property Trustee
shall use CUSIP numbers in notices of redemption as a convenience to Holders;
providedthat any such notice may state that no representation is made as to
the correctness of such numbers either as printed on the Preferred 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 Preferred 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.27ACTS OF SECURITYHOLDERS; MEETINGS; VOTINGSECTION 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 Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.(b)  So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is 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 Preferred Securities, provided, however,
that where a consent under the Indenture would require the consent of each
holder of Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Preferred Securities, except by a
subsequent vote of the Holders of Preferred Securities. The Property Trustee
shall notify all Holders of the Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures. In addition
to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the 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
Preferred 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 Preferred Securities as a class will be entitled to vote on such
amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a majority in Liquidation
Amount of the Outstanding Preferred Securities. 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.28SECTION VI.2 Notice of Meetings.Notice of all meetings of the Preferred Securityholders, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.10 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be
so considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.SECTION VI.3 Meetings of Preferred Securityholders.No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Preferred
Securityholders to vote on any matter upon the written request of the Preferred
Securityholders of record of 25% of the Outstanding Preferred Securities (based
upon their Liquidation Amount) and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of Preferred
Securityholders to vote on any matters as to which Preferred Securityholders
are entitled to vote.Preferred Securityholders of record of 50% of the Outstanding Preferred
Securities (based upon their Liquidation Amount), present in person or by
proxy, shall constitute a quorum at any meeting of Preferred Securityholders.If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding more than a
majority of the Outstanding Preferred Securities (based upon their Liquidation
Amount) held by holders of record of Outstanding Preferred Securities present,
either in person or by proxy, at such meeting shall constitute the action of
the Preferred 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 $25 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 of29a Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.SECTION 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 Preferred Securities shall be proved by the Securities
Register.Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the30Securityholder of any Trust Security shall bind every future Securityholder of
the same Trust Security and the Securityholder of every Trust Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustees or the Trust in reliance thereon, whether or not notation of such
action is made upon such Trust Security.Without limiting the foregoing, a Securityholder entitled hereunder to
take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Amount of such Trust
Security or by one or more duly appointed agents each of which may do so
pursuant to such appointment with regard to all or any part of such Liquidation
Amount.If any dispute shall arise between the Securityholders and the
Administrative Trustees or among such Securityholders or Trustees with respect
to the authenticity, validity or binding nature of any request, demand,
authorization, direction, consent, waiver or other Act of such Securityholder
or Trustee under this Article VI, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter.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.REPRESENTATIONS AND WARRANTIESSECTION 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;31(e)  this Trust Agreement has been duly authorized, executed and delivered
by the Property Trustee and the Delaware Trustee and constitutes the valid and
legally binding agreement of each of the Property Trustee and the Delaware
Trustee enforceable against each of them in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors
rights and to general equity principles;(f)  the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the charter or by-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit agreement, license or other agreement or instrument to which the
Property Trustee or the Delaware Trustee is a party or by which it is bound, or
(iii) violate any law, governmental rule or regulation of the State of New York
or the State of 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; and32(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 VIIITHE TRUSTEESSECTION 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 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 this33Trust 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(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.34SECTION 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 Preferred Securityholders are entitled to vote under the terms of
this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting written instructions of the Depositor as to the course of
action to be taken and the Property Trustee shall take such action, or refrain
from taking such action, as the Property Trustee shall be instructed in writing
to take, or to refrain from taking, by the Depositor; 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 any35action hereunder, the Property Trustee (unless other evidence is herein
specifically prescribed) may, in the absence of bad faith on its part, request
and rely upon an Officers Certificate which, upon receipt of such request,
shall be promptly delivered by the Depositor or the Administrative Trustees;(e)  the Property Trustee shall have no duty to see to any recording,
filing or registration of any instrument (including any financing or
continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;(f)  the Property Trustee may consult with counsel of its selection (which
counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice, 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, providedthat 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
36this Trust Agreement.No provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.SECTION 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 no37Indemnified 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 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
of38Delaware 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 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
such39co-trustee or separate trustee, except to the extent that under any law of any
jurisdiction in which any particular act is to be performed, the Property
Trustee shall be incompetent or unqualified to perform such act, in which event
such rights, powers, duties and obligations shall be exercised and performed by
such co-trustee or separate trustee.(c)  The Property Trustee at any time, by an instrument in writing executed
by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under
this Section, and, in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee shall have power to accept the resignation of,
or remove, any such co-trustee or separate trustee without the concurrence of
the Depositor. Upon the written request of the Property Trustee, the Depositor
shall join with the Property Trustee in the execution, delivery and performance
of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so
resigned or removed may be appointed in the manner provided in this Section.(d)  No co-trustee or separate trustee hereunder shall be personally liable
by reason of any act or omission of the Property Trustee or any other trustee
hereunder.(e)  The Property Trustee shall not be liable by reason of any act of a
co-trustee or separate trustee.(f)  Any Act of Holders delivered to the Property Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.SECTION 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
Preferred Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust). An Administrative Trustee may be removed
by the Common Securityholder at any time. If 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 competent40jurisdiction 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 Preferred
Securityholders, by Act of the Securityholders of a majority in Liquidation
Amount of the Preferred Securities then Outstanding delivered to the retiring
Relevant Trustee, shall promptly appoint a successor Relevant Trustee or
Trustees, 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 Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.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.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 necessary41to 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.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 any42such 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 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 31443(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.TERMINATION, LIQUIDATION AND MERGERSECTION 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 9.4.44SECTION 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 Preferred Securities (which direction is
optional and wholly within the discretion of the Depositor);(c)  the redemption of all of the Preferred 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;(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; and45(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 Preferred 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 Preferred Securities, except that, if a Debenture Event of Default
has occurred and is continuing, the Preferred Securities shall have a priority
over the Common Securities.SECTION IX.5 Mergers, Consolidations, Amalgamations or Replacements of
the Trust.46The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except
pursuant to this Article IX. At the request of the Depositor, with the consent
of the Administrative Trustees and without the consent of the Holders of the
Preferred 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 Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as
the Preferred Securities (the Successor Securities) so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on
any national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not adversely affect the rights, preferences and privileges of the holders of
the Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect, and (b) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease,
neither the Trust nor such successor entity will be required to register as an
investment company under the 1940 Act and (viii) the Depositor owns all of the
common securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the
Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other 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.MISCELLANEOUS PROVISIONSSECTION X.1 Limitation of Rights of Securityholders.The death, incapacity, liquidation, dissolution, termination or bankruptcy
of any Person47having 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.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 or48cease to qualify for the exemption from status of an investment company under
the 1940 Act or fail or cease to be classified as a grantor trust for United
States federal income tax purposes.(e)  Notwithstanding anything in this Trust Agreement to the contrary,
without the consent of the Depositor, this Trust Agreement may not be amended
in a manner which imposes any additional obligation on the Depositor.(f)  In the event that any amendment to this Trust Agreement is made, the
Administrative Trustees shall promptly provide to the Depositor a copy of such
amendment.(g)  Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.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.49SECTION 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 Preferred Securityholder, to such Preferred 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 addressed50(until another address is published by the Trust) as follows: (a) with respect
to the Property Trustee to The Bank of New York, 101 Barclay Street, New York,
New York 10286, Attention: Corporate Trust Administration; (b) with respect to
the Delaware Trustee, to The Bank of New York (Delaware), White Clay Center,
Route 273, Newark, Delaware, with a copy to the Property Trustee at the address
set forth in Clause (a); and (c) with respect to the Administrative Trustees,
to them at the address above for notices to the Depositor, marked Attention
Administrative Trustees of MBNA Capital C. 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.51THE 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.52SECTION 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





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##### 



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 March 31, 1997

MBNA CAPITAL C





---



##### 



MBNA Capital C



| |                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------
| | Certain Sections of this Trust Agreement relating to Sections 310
through 318 of the Trust Indenture Act of 1939:

|                |  |           |                 |  |                | 
|--------------- |  | --------- | --------------- |  | -------------- | 
|Trust Indenture |  |           | Trust Agreement
|Act Section     |  |           | Section        
|(§) 310         |  | (a)(1)    |                 |  | 8.7            | 
|                |  | (a)(2)    |                 |  | 8.7            | 
|                |  | (a)(3)    |                 |  | 8.9            | 
|                |  | (a)(4)    |                 |  | 2.7(a)(ii)     | 
|                |  | (b)       |                 |  | 8.8           
|(§) 311         |  | (a)       |                 |  | 8.13          
|                |  | (b)       |                 |  | 8.13          
|(§) 312         |  | (a)       |                 |  | 5.7           
|                |  | (b)       |                 |  | 5.7           
|                |  | (c)       |                 |  | 5.7           
|(§) 313         |  | (a)       |                 |  | 8.14(a)       
|                |  | (a)(4)    |                 |  | 8.14(b)       
|                |  | (b)       |                 |  | 8.14(a)       
|                |  | (c)       |                 |  | 10.10         
|                |  | (d)       |                 |  | 8.14(b)       
|(§) 314         |  | (a)       |                 |  | 8.15          
|                |  | (b)       |                 |  | Not Applicable
|                |  | (c)(1)    |                 |  | 8.16          
|                |  | (c)(2)    |                 |  | 8.16          
|                |  | (c)(3)    |                 |  | Not Applicable
|                |  | (d)       |                 |  | Not Applicable
|                |  | (e)       |                 |  | 1.1, 8.16     
|(§) 315         |  | (a)       |                 |  | 8.1(a), 8.3(a)
|                |  | (b)       |                 |  | 8.2, 10.10    
|                |  | (c)       |                 |  | 8.1(a)        
|                |  | (d)       |                 |  | 8.1, 8.3      
|                |  | (e)       |                 |  | Not Applicable
|(§) 316         |  | (a)       |                 |  | Not Applicable
|                |  | (a)(1)(A) |                 |  | Not Applicable
|                |  | (a)(1)(B) |                 |  | Not Applicable
|                |  | (a)(2)    |                 |  | Not Applicable
|                |  | (b)       |                 |  | 5.14          
|                |  | (c)       |                 |  | 6.7           
|(§) 317         |  | (a)(1)    |                 |  | Not Applicable
|                |  | (a)(2)    |                 |  | Not Applicable
|                |  | (b)       |                 |  | 5.9           
|(§) 318         |  | (a)       |                 |  | 10.11          | 



---

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





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##### 



Page

TABLE OF CONTENTS

ARTICLE I

|                                                                                       |  |  |    | 
|-------------------------------------------------------------------------------------- |  |  | -- | 
|                                                                                       |  |  |    | 
|DEFINED TERMS                                                                          |  |  | 2  | 
|SECTION 1.1 Definitions                                                                |  |  | 2  | 
|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 Preferred Securities                                       |  |  | 11 | 
|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                           |  |  | 12 | 
|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 | 
|SECTION 5.2 The Trust Securities Certificates                                          |  |  | 21 | 
|SECTION 5.3 Execution and Delivery of Trust Securities Certificates                    |  |  | 21 | 
|SECTION 5.4 Registration of Transfer and Exchange of Preferred Securities
Certificates |  |  | 21 | 
|SECTION 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates         |  |  | 22 | 
|SECTION 5.6 Persons Deemed Securityholders                                             |  |  | 23 | 





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##### 



Page

|                                                                                         |  |  |    | 
|---------------------------------------------------------------------------------------- |  |  | -- | 
|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 Preferred Securities Certificates;
Common Securities Certificate |  |  | 24 | 
|SECTION 5.12 Notices to Clearing Agency                                                  |  |  | 25 | 
|SECTION 5.13 Definitive Preferred 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 Preferred 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 | 
|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 | 





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Page

|                                                                                |  |  |    | 
|------------------------------------------------------------------------------- |  |  | -- | 
|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 | 





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##### 



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

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



|                       |  |                                
|---------------------- |  | -------------------------------
|
|Certificate Number:P-1 |  | Number of Preferred Securities:
|
|                       |  | [         ]                    
|
|                       |  | CUSIP NO.  [         ]         
|



Certificate Evidencing Preferred Securities

of

MBNA Capital C

[__]% Trust Originated Preferred Securities,
Series C
(Liquidation Amount $25 per Preferred Security)

MBNA Capital C, a statutory business trust created under the laws of the
State of Delaware (the Trust), hereby certifies that Cede & Co.(the Holder)
is the registered owner of [ ] (000,000) preferred securities of the
Trust representing an undivided beneficial ownership interest in the assets of
the Trust and designated the MBNA Capital C [     ]% Trust Originated Preferred
Securities, Series C (Liquidation Amount $25 per Preferred Security) (the
Preferred Securities). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to, the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of [     ], 1997, as the





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##### 



same may be amended from time to time (the Trust Agreement) including the
designation of the terms of Preferred Securities as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by
MBNA Corporation, a Maryland corporation (MBNA), and The Bank of New York, a
New York banking corporation (The Bank of New York), as guarantee trustee,
dated as of [     ], 1997 (the Guarantee), to the extent provided therein.
The Trust will furnish a copy of the Trust Agreement and the Guarantee to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.

Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee and (ii) the Junior Subordinated
Indenture entered into by MBNA and The Bank of New York, as trustee, dated as
of December 18, 1996.





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##### 



IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate.

|               |                       
|-------------- | ----------------------
|MBNA CAPITAL C
|              
|By:           
|               |                       
|               | Name:                 
|               | Administrative Trustee

This is one of the Securities referred to in the within mentioned Trust
Agreement.

Date of Authentication:

[
], 1997

|                                         
|-----------------------------------------
|THE BANK OF NEW YORK, as
Property Trustee
|                                         
|By:                                      
|                                         
|Name:                                    
|Title:                                   





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##### 



ASSIGNMENT

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

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

(Insert address and zip code of assignee)

and irrevocably appoints

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

Date:

Signature:

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

Security Certificate)

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