ex4-16.htm


    Exhibit 4.16

       

       

       

       

       

       

       

       

       

      FIRST FINANCIAL HOLDINGS,
INC.

       

      AMENDED AND RESTATED

       

      TRUST AGREEMENT

       

      AMONG

       

      FIRST FINANCIAL HOLDINGS, INC., AS
DEPOSITOR,

       

      WILMINGTON TRUST COMPANY, AS PROPERTY
TRUSTEE,

       

      WILMINGTON TRUST COMPANY, AS DELAWARE
TRUSTEE,

       

      AND

       

      THE ADMINISTRATIVE TRUSTEES NAMED
HEREIN

       

      DATED AS OF                   , 20__

       

       

       

       

       

       

       

       

       

       


      
        
           


        

        
           


           


        

        
           


        

      


      TABLE OF CONTENTS

      


      
        	
                AMENDED
      AND RESTATED TRUST AGREEMENT

              	
                1

              
	 	 
	
                RECITALS

              	
                1

              
	 	 
	
                ARTICLE
      I DEFINED TERMS

              	
                1

              
	 	 
	 
      	
                SECTION 101 
      DEFINITIONS.

              	
                1

              
	 	 	 
	
                ARTICLE
      II  ESTABLISHMENT OF THE TRUST

              	
                8

              
	 	 
	 
      	
                SECTION 201 
      NAME.

              	
                8

              
	 
      	
                SECTION 202 
      OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS

              	
                8

              
	 
      	
                SECTION 203 
      INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
      EXPENSES

              	
                8

              
	 
      	
                SECTION 204 
      ISSUANCE OF THE CAPITAL SECURITIES.

              	
                9

              
	 
      	
                SECTION 205 
      ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
      DEBENTURES

              	
                9

              
	 
      	
                SECTION 206 
      CONTINUATION OF TRUST.

              	
                9

              
	 
      	
                SECTION 207 
      AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

              	
                10

              
	 
      	
                SECTION 208 
      ASSETS OF TRUST.

              	
                13

              
	 
      	
                SECTION 209 
      TITLE TO TRUST PROPERTY.

              	
                13

              
	 	 	 
	
                ARTICLE
      III PAYMENT ACCOUNT

              	
                13

              
	 	 
	 
      	
                SECTION 301 
      PAYMENT ACCOUNT.

              	
                13

              
	 	 	 
	
                ARTICLE
      IV DISTRIBUTIONS; REDEMPTION

              	
                13

              
	 	 
	 
      	
                SECTION 401 
      DISTRIBUTIONS.

              	
                13

              
	 
      	
                SECTION 402 
      REDEMPTION.

              	
                14

              
	 
      	
                SECTION 403 
      SUBORDINATION OF COMMON SECURITIES.

              	
                16

              
	 
      	
                SECTION 404 
      PAYMENT PROCEDURES.

              	
                17

              
	 
      	
                SECTION 405 
      TAX RETURNS AND REPORTS.

              	
                17

              
	 
      	
                SECTION 406 
      PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

              	
                17

              
	 
      	
                SECTION 407 
      PAYMENTS UNDER INDENTURE.

              	
                17

              
	 
      	
                SECTION 408 
      WITHHOLDING TAX.

              	
                17

              
	 	 	 
	
                ARTICLE
      V TRUST SECURITIES CERTIFICATES

              	
                18

              
	 	 
	 
      	
                SECTION 501 
      INITIAL OWNERSHIP.

              	
                18

              
	 
      	
                SECTION 502 
      THE TRUST SECURITIES CERTIFICATES.

              	
                18

              
	 
      	
                SECTION 503 
      EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST SECURITIES
      CERTIFICATES

              	
                18

              
	 
      	
                SECTION 503A. 
      GLOBAL CAPITAL SECURITY.

              	
                19

              
	 
      	
                SECTION 504 
      REGISTRATION OF TRANSFER AND EXCHANGE OF CAPITAL SECURITIES
      CERTIFICATES

              	
                20

              


      

       

       

      
        
          
          

        

        
          ii

          
          

        

        
          
          

        

      

       

       

      
        	 
      	
                SECTION 505
       MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
      CERTIFICATES

              	
                21

              
	 
      	
                SECTION 506 
      PERSONS DEEMED SECURITYHOLDERS.

              	
                21

              
	 
      	
                SECTION 507 
      ACCESS TO LIST OF SECURITYHOLDERS’ NAMES AND ADDRESSES

              	
                21

              
	 
      	
                SECTION 508 
      MAINTENANCE OF OFFICE OR AGENCY.

              	
                22

              
	 
      	
                SECTION 509 
      APPOINTMENT OF PAYING AGENT.

              	
                22

              
	 
      	
                SECTION 510 
      OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

              	
                22

              
	 
      	
                SECTION 511 
      TRUST SECURITIES CERTIFICATES.

              	
                23

              
	 
      	
                SECTION 512 
      NOTICES TO CLEARING AGENCY.

              	
                23

              
	 
      	
                SECTION 513 
      RIGHTS OF SECURITYHOLDERS.

              	
                23

              
	 	 	 
	
                ARTICLE
      VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

              	
                24

              
	 	 
	 
      	
                SECTION 601 
      LIMITATIONS ON VOTING RIGHTS.

              	
                24

              
	 
      	
                SECTION 602 
      NOTICE OF MEETINGS.

              	
                24

              
	 
      	
                SECTION 603 
      MEETINGS OF CAPITAL SECURITYHOLDERS.

              	
                25

              
	 
      	
                SECTION 604 
      VOTING RIGHTS.

              	
                25

              
	 
      	
                SECTION 605 
      PROXIES, ETC.

              	
                25

              
	 
      	
                SECTION 606 
      SECURITYHOLDER ACTION BY WRITTEN CONSENT.

              	
                25

              
	 
      	
                SECTION 607 
      RECORD DATE FOR VOTING AND OTHER PURPOSES.

              	
                26

              
	 
      	
                SECTION 608 
      ACTS OF SECURITYHOLDERS.

              	
                26

              
	 
      	
                SECTION 609 
      INSPECTION OF RECORDS.

              	
                27

              
	 	 	 
	
                ARTICLE
      VII REPRESENTATIONS AND WARRANTIES

              	
                27

              
	 	 
	 
      	
                SECTION 701 
      REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE PROPERTY
      TRUSTEE

              	
                27

              
	 
      	
                SECTION 702 
      REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND THE DELAWARE
      TRUSTEE

              	
                28

              
	 
      	
                SECTION 703 
      REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

              	
                29

              
	 	 	 
	
                ARTICLE
      VIII TRUSTEES

              	
                29

              
	 	 
	 
      	
                SECTION 801 
      CERTAIN DUTIES AND RESPONSIBILITIES.

              	
                29

              
	 
      	
                SECTION 802 
      CERTAIN NOTICES.

              	
                30

              
	 
      	
                SECTION 803 
      CERTAIN RIGHTS OF PROPERTY TRUSTEE.

              	
                31

              
	 
      	
                SECTION 804 
      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

              	
                33

              
	 
      	
                SECTION 805 
      MAY HOLD SECURITIES.

              	
                33

              
	 
      	
                SECTION 806 
      COMPENSATION; INDEMNITY; FEES.

              	
                33

              
	 
      	
                SECTION 807 
      CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
    TRUSTEES

              	
                34

              
	 
      	
                SECTION 808 
      CONFLICTING INTERESTS.

              	
                34

              
	 
      	
                SECTION 809 
      CO-TRUSTEES AND SEPARATE TRUSTEE.

              	
                34

              
	 
      	
                SECTION 810 
      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

              	
                35

              
	 
      	
                SECTION 811 
      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

              	
                37

              
	 
      	
                SECTION 812 
      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS

              	
                37

              
	 
      	
                SECTION 813 PREFERENTIAL
      COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST

              	
                37

              
	 
      	
                SECTION 814 
      REPORTS BY PROPERTY TRUSTEE.

              	
                37

              


      

       

       

      
        
          
          

        

        
          iii

          
          

        

        
          
          

        

      

       

       

      
        	 
      	
                SECTION 815 
      REPORTS TO THE PROPERTY TRUSTEE.

              	
                38

              
	 
      	
                SECTION 816 
      EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

              	
                38

              
	 
      	
                SECTION 817 
      NUMBER OF TRUSTEES.

              	
                38

              
	 
      	
                SECTION 818 
      DELEGATION OF POWER.

              	
                38

              
	 
      	
                SECTION 819 
      VOTING.

              	
                39

              
	 
      	
                SECTION 820 
      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

              	
                39

              
	 	 	 
	
                ARTICLE
      IX TERMINATION, LIQUIDATION AND MERGER

              	
                39

              
	 	 
	 
      	
                SECTION 901 TERMINATIONUPONEXPIRATION
      DATE.

              	
                39

              
	 
      	
                SECTION 902 
      EARLY TERMINATION.

              	
                39

              
	 
      	
                SECTION 903 
      TERMINATION.

              	
                40

              
	 
      	
                SECTION 904 
      LIQUIDATION.

              	
                40

              
	 
      	
                SECTION 905 
      MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
      TRUST

              	
                41

              
	 
      	 
      	 
      
	
                ARTICLE
      X MISCELLANEOUS PROVISIONS

              	
                42

              
	 	 
	 
      	
                SECTION 1001 
      LIMITATION OF RIGHTS OF SECURITYHOLDERS.

              	
                42

              
	 
      	
                SECTION 1002 
      AMENDMENT.

              	
                42

              
	 
      	
                SECTION 1003 
      SEPARABILITY.

              	
                44

              
	 
      	
                SECTION 1004 
      GOVERNING LAW.

              	
                44

              
	 
      	
                SECTION 1005 
      CONSENT TO JURISDICTION; SERVICE OF PROCESS.

              	
                44

              
	 
      	
                SECTION 1006 
      PAYMENTS DUE ON NON-BUSINESS DAY.

              	
                44

              
	 
      	
                SECTION 1007 
      SUCCESSORS.

              	
                44

              
	 
      	
                SECTION 1008 
      HEADINGS.

              	
                44

              
	 
      	
                SECTION 1009 
      REPORTS, NOTICES AND DEMANDS.

              	
                44

              
	 
      	
                SECTION 1010 
      AGREEMENT NOT TO PETITION.

              	
                45

              
	 
      	
                SECTION 1011 
      TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

              	
                45

              
	 
      	
                SECTION 1012 
      ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
      INDENTURE

              	
                46

              
	 
      	
                SECTION 1013 
      COUNTERPARTS.

              	
                46

              


      

      


      



      
        
           


        

        
          iv

           


        

        
           


        

      


      


      
        	
                 
      

              	
                 

              


      

      
        	
                EXHIBITS

              	 
      
	 
      	 
      
	
                Exhibit A

              	
                Form of Certificate of
      Trust

              
	
                Exhibit B

              	
                Form of Common Securities
      Certificate

              
	
                Exhibit C

              	
                Form of Expense
      Agreement

              
	
                Exhibit D

              	
                Form of Capital Securities
      Certificate

              
	
                Exhibit E

              	
                Form of Capital Securities
      Certificate Authentication

              


      

      



      
        
           


        

        
          v

           


        

        
           


        

      


      CROSS-REFERENCE
TABLE

       

      
        	
                Section of 

                 Trust Indenture Act 

                 of 1939, as amended

              	 
      	
                Section of

                 Amended and Restated Trust Agreement

              	 
      
	 
      	 
      	 
      	 
      
	
                310(a)(1)

              	 
      	
                807

              	 
      
	
                310(a)(2)

              	 
      	
                807

              	 
      
	
                310(a)(3)

              	 
      	
                807

              	 
      
	
                310(a)(4)

              	 
      	
                207(a)(ii)

              	 
      
	
                310(b)

              	 
      	
                808

              	 
      
	
                311(a)

              	 
      	
                813

              	 
      
	
                311(b)

              	 
      	
                813

              	 
      
	
                312(a)

              	 
      	
                507

              	 
      
	
                312(b)

              	 
      	
                507

              	 
      
	
                312(c)

              	 
      	
                507

              	 
      
	
                313(a)

              	 
      	
                814(a)

              	 
      
	
                313(a)(4)

              	 
      	
                814(b)

              	 
      
	
                313(b)

              	 
      	
                814(b)

              	 
      
	
                313(c)

              	 
      	
                1009

              	 
      
	
                313(d)

              	 
      	
                814(c)

              	 
      
	
                314(a)

              	 
      	
                815

              	 
      
	
                314(b)

              	 
      	
                Not
    Applicable

              	 
      
	
                314(c)(1)

              	 
      	
                816

              	 
      
	
                314(c)(2)

              	 
      	
                816

              	 
      
	
                314(c)(3)

              	 
      	
                Not
    Applicable

              	 
      
	
                314(d)

              	 
      	
                Not
    Applicable

              	 
      
	
                314(e)

              	 
      	
                101, 816

              	 
      
	
                315(a)

              	 
      	
                801(a),
    803(a)

              	 
      
	
                315(b)

              	 
      	
                802, 1009

              	 
      
	
                315(c)

              	 
      	
                801(a)

              	 
      
	
                315(d)

              	 
      	
                801, 803

              	 
      
	
                316(a)(2)

              	 
      	
                Not
    Applicable

              	 
      
	
                316(b)

              	 
      	
                Not
    Applicable

              	 
      
	
                316(c)

              	 
      	
                607

              	 
      
	
                317(a)(1)

              	 
      	
                Not
    Applicable

              	 
      
	
                317(a)(2)

              	 
      	
                Not
    Applicable

              	 
      
	
                317(b)

              	 
      	
                509

              	 
      
	
                318(a)

              	 
      	
                1011

              	 
      


      

       

      
        	
                Note:

              	
                This Cross-Reference Table does
      not constitute part of this Agreement and shall not affect the
      interpretation of any of its terms or
  provisions.

              


      

      



      
        
           


        

        
          vi

           


        

        
           


        

      


      AMENDED
AND RESTATED TRUST AGREEMENT

       

      AMENDED
AND RESTATED TRUST AGREEMENT, dated as of                   
, 20__, among (i) FIRST FINANCIAL HOLDINGS, INC., a Delaware
corporation (including any successors or assigns, the “Depositor”),
(ii) WILMINGTON TRUST COMPANY, as property trustee (the “Property Trustee”
and, in its separate corporate capacity and not in its capacity as Property
Trustee, the “Bank”), (iii) WILMINGTON TRUST COMPANY, as Delaware trustee
(the “Delaware Trustee,” and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the “Delaware Bank”), (iv) __________, an
individual, ___________, an individual, and _____________, an individual, each
of whose address is c/o Company (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).

       

      RECITALS

       

      WHEREAS,
the Depositor and the Delaware Trustee have heretofore duly declared and
established a statutory trust pursuant to the Delaware Statutory Trust Act by
the entering into of that certain Trust Agreement, dated as of ________ ___,
2008 (the “Original Trust Agreement”), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, filed on ______ ___, 20__, the form of which is attached
as Exhibit A; and

       

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

       

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

       

      ARTICLE
I

      DEFINED
TERMS

       

      SECTION 101 
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 I have the meanings assigned to them in this
Article I 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 608(a).

       

      “Additional
Amount” means, with respect to Trust Securities of a given Liquidation Amount
and/or a given period, the amount of additional interest accrued on interest in
arrears and paid by the Depositor on a Like Amount of Debentures for such
period.

       

      “Additional
Interest” has the meaning specified in Section 1.1 of the
Indenture.

       

      “Administrative
Trustee” means each of _________, _________ and ________, solely in his or her
capacity as Administrative Trustee of the Trust continued hereunder and not in
his individual capacity, or such Administrative Trustee’s successor in interest
in such capacity, or any successor trustee appointed as herein
provided.

       

      “Affiliate”
means, with respect to a specified Person, (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of the
outstanding voting securities or other ownership interests of the specified
Person; (b) any Person 10% or more of whose outstanding voting securities
or other ownership interests are directly or indirectly owned, controlled or
held with power to vote by the specified Person; (c) any Person directly or
indirectly controlling, controlled by, or under common control with the
specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and
(f) if the specified Person is an individual, any entity of which the
specified Person is an officer, director or general partner.

       

      “Applicable
Procedures” has the meaning specified in Section 503A(c).

       

      “Authenticating
Agent” means an authenticating agent with respect to the Capital Securities
appointed by the Property Trustee pursuant to Section 503.

       

      “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
adjudging such Person a bankrupt or insolvent, or approving as properly filed a
petition seeking liquidation or reorganization of or in respect of such Person
under the United States Bankruptcy Code of 1978, as amended, or any other
similar applicable federal or state law, and the continuance of any such decree
or order unvacated and unstayed for a period of 90 days; or the commencement of
an involuntary case under the United States Bankruptcy Code of 1978, as amended,
in respect of such Person, which shall continue undismissed for a period of 90
days or entry of an order for relief in such case; or the entry of a decree or
order of a court having jurisdiction in the premises for the appointment on the
ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee
or assignee in bankruptcy or insolvency of such Person or of its property, or
for the winding up or liquidation of its affairs, and such decree or order shall
have remained in force unvacated and unstayed for a period of 90 days;
or

       

      (b)           the
institution by such Person of proceedings to be adjudicated a voluntary
bankrupt, or the consent by such Person to the filing of a bankruptcy proceeding
against it, or the filing by such Person of a petition or answer or consent
seeking liquidation or reorganization under the United States Bankruptcy Code of
1978, as amended, or other similar applicable federal or state law, or the
consent by such Person to the filing of any such petition or to the appointment
on the ground of insolvency or

       


      
        
           


        

        
          2

           


        

        
           


        

      


      bankruptcy
of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or
insolvency of such Person or of its property, or shall make a general assignment
for the benefit of creditors.

       

      “Bankruptcy
Laws” has the meaning specified in Section 1010.

       

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

       

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

       

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

       

      “Certificate
of Trust” means the certificate of trust filed with the Secretary of State of
the State of Delaware with respect to the Trust, as amended or restated 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. DTC shall
be the initial 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 Exchange Act, 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
Security” means an undivided beneficial interest in the assets of the Trust,
having a Liquidation Amount of $25 and having the rights provided therefor in
this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

       

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

       

      “Company”
means First Financial Holdings, Inc.

       

      “Corporate
Trust Office” means the office at which, at any particular time, the corporate
trust business of the Property Trustee or the Debenture Trustee, as the case may
be, shall be principally administered, which office at the date hereof, in each
such case, is located at 1100 North Market Street, Wilmington, Delaware
19890-1605.

       

      “Debenture
Event of Default” means an “Event of Default” as defined in Section 7.1 of
the Indenture.

       


      
        
           


        

        
          3

           


        

        
           


        

      


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

       

      “Debenture
Trustee” means Wilmington Trust Company and any successor thereto, as trustee
under the indenture.

       

      “Debentures”
means up to $                      
aggregate principal amount of the Depositor’s         %
Junior Subordinated Debentures due 20__, issued pursuant to the
Indenture.

       

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

       

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

       

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

       

      “Depositary”
means DTC or any successor thereto.

       

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

       

      “Distribution
Date” has the meaning specified in Section 401(a).

       

      “Distributions”
means amounts payable in respect of the Trust Securities as provided in
Section 401.

       

      “DTC”
means The Depository Trust Company.

       

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

       

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

       

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

       


      
        
           


        

        
          4

           


        

        
           


        

      


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

       

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

       

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

       

      “Expiration
Date” has the meaning specified in Section 901.

       

      “Extended
Interest Payment Period” has the meaning specified in Section 4.1 of the
Indenture.

       

      “Global
Capital Securities Certificate” means a Capital Securities Certificate
evidencing ownership of a Global Capital Security.

       

      “Global
Capital Security” means a Capital Security, the ownership and transfer of which
shall be made through book entries by a Clearing Agency as described
herein.

       

      “Guarantee”
means the Capital Securities Guarantee Agreement executed and delivered by the
Depositor and Wilmington Trust Company, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the Holders
of the Capital Securities, as amended from time to time.

       

      “Indenture”
means the Indenture, dated as of                 ,
20__, between the Depositor and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

       

      “Investment
Company Act,” means the Investment Company Act of 1940, as amended, as in effect
at the date of execution of this Trust Agreement.

       

      “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 an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture and the proceeds of which shall 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 termination 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. Each Debenture distributed pursuant to clause (b) above
shall carry with it accrued interest in an amount equal to the accrued and
unpaid interest then due on such Debentures.

       

      “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 904(a).

       

      “Liquidation
Distribution” has the meaning specified in Section 904(d).

       

      “Officers’
Certificate” means a certificate signed by the President or a Vice President and
by the Chief Financial Officer or the Treasurer or the Secretary, of the
Depositor, and delivered to the

       


      
        
           


        

        
          5

           


        

        
           


        

      


      appropriate
Trustee. One of the officers signing an Officers’ Certificate given pursuant to
Section 816 shall be the principal executive, financial or accounting
officer of the Depositor. Any Officers’ Certificate delivered with respect to
compliance with a condition or covenant provided for in this Trust Agreement
shall include:

       

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

       

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

       

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

       

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

       

      “Opinion
of Counsel” means an opinion in writing of independent, outside legal counsel
for the Trust, the Property Trustee, the Delaware Trustee or the Depositor, who
shall be reasonably acceptable to the Property Trustee.

       

      “Option
Closing Date” has the meaning specified in the Underwriting
Agreement.

       

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

       

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

       

      (a)           Capital
Securities theretofore canceled by the Property Trustee or delivered to the
Property Trustee for cancellation;

       

      (b)           Capital
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 Capital Securities; provided that, if such Capital Securities
are to be redeemed, notice of such redemption has been duly given pursuant to
this Trust Agreement; and

       

      (c)           Capital
Securities which have been paid or in exchange for or in lieu of which other
Capital Securities have been executed and delivered pursuant to Sections 504,
505 and 511; provided, however, that in determining whether the Holders of the
requisite Liquidation Amount of the Outstanding Capital Securities have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, Capital Securities owned by the Depositor, any Trustee or any
Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to
be Outstanding, except that (a) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Capital Securities that such Trustee knows to be
so owned shall be so disregarded; and (b) the foregoing shall not apply at
any time when all of the outstanding Capital Securities are owned by the
Depositor, one or more of the Trustees and/or any such Affiliate. Capital
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees the pledgee’s right so to act with respect to such Capital Securities
and the pledgee is not the Depositor or any other Obligor upon the

       


      
        
           


        

        
          6

           


        

        
           


        

      


      Capital
Securities or a Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Depositor or any Affiliate of
the Depositor.

       

      “Paying
Agent” means any paying agent or co-paying agent appointed pursuant to
Section 509 and shall initially be the Property Trustee.

       

      “Payment
Account” means a segregated non-interest-bearing corporate trust account
maintained by the Property Trustee with the Bank in its trust department for the
benefit of the Securityholders in which all amounts paid in respect of the
Debentures shall be held and from which the Property Trustee shall make payments
to the Securityholders in accordance with Sections 401 and 402.

       

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

       

       “Property
Trustee” means the commercial bank or trust company identified as the “Property
Trustee,” in the Preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

       

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

       

      “Redemption
Price” means, with respect to any Trust Security, the Liquidation Amount of such
Trust Security, plus accumulated and unpaid Distributions to but excluding the
Redemption Date allocated on a pro rata basis (based on Liquidation Amounts)
among the Trust Securities.

       

      “Relevant
Trustee” shall have the meaning specified in Section 810(a).

       

      “Responsible
Officer” when used with respect to the Property Trustee or Delaware Trustee
means any officer within the Corporate Trust Office of the Property Trustee or
Delaware Trustee with direct responsibility for the administration of this Trust
Agreement, including any vice president, any trust officer, any assistant
secretary or any other officer or assistant officer of the Property Trustee or
Delaware Trustee who customarily performs functions similar to those performed
by the Persons who at the time shall be such officers, respectively, or to whom
any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject.

       

      “Securities
Register” and “Securities Registrar” have the respective meanings specified in
Section 504.

       

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

       

      “Trust”
means First Financial Capital Trust II, the Delaware statutory trust created by
the Original Trust Agreement and continued hereby.

       

      “Trust
Agreement” means this Amended and Restated Trust Agreement, as the same may be
modified, amended or supplemented in accordance with the applicable provisions
hereof, including all

       


      
        
           


        

        
          7

           


        

        
           


        

      


      exhibits
hereto, including, for all purposes of this Trust Agreement and any such
modification, amendment or supplement, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

       

      “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, 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, as amended, is amended after such
date, “Trust Indenture Act” means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.

       

       “Trust
Property” means (a) the Debentures; (b) the rights of the Property
Trustee under the Guarantee; (c) any cash on deposit in, or owing to, the
Payment Account; and (d) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust
Agreement.

       

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

       

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

       

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

       

      “Underwriter”
has the meaning ascribed to such term in the Underwriting
Agreement.

       

      “Underwriting
Agreement” means the Underwriting Agreement, dated as of                          ,
20__, among the Trust, the Depositor and the Underwriters named
therein.

       

      ARTICLE
II

       ESTABLISHMENT
OF THE TRUST

       

      SECTION 201 
NAME.

       

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

       

      SECTION 202 
OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

       

      The
address of the Delaware Trustee in the State of Delaware is 1100 North Market
Street, Wilmington, Delaware 19890-1605, 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 First Financial Holdings, Inc., 34 Broad Street, Charleston, South
Carolina 29401.

       

      SECTION 203 
INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.

       

      The
Property Trustee acknowledges receipt in trust of the sum of $10, which the
Depositor contributed to the Trust in connection with the Original Trust
Agreement, which constitutes the initial

       


      
        
           


        

        
          8

           


        

        
           


        

      


      Trust
Property. The Depositor shall pay all fees, costs and organizational expenses of
the Trust as they arise or shall, upon request of any Trustee, promptly
reimburse such Trustee for any such fees, costs or expenses paid by such
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

       

      SECTION 204 
ISSUANCE OF THE CAPITAL SECURITIES.

       

      On
              ,
20__, the Depositor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the
Underwriting Agreement, Capital Securities Certificates, registered in the name
of Persons entitled thereto in an aggregate amount of _____ Capital Securities
having an aggregate Liquidation Amount of $_______ against receipt of the
aggregate purchase price of such Capital Securities of $________, which amount
such Administrative Trustee shall promptly deliver to the Property Trustee. If
the Underwriters exercise their over allotment option and there is an Option
Closing Date, then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver in accordance with the
Underwriting Agreement, Capital Securities Certificates, registered in the name
of the Persons entitled thereto, in an additional aggregate amount of up to
_______ Capital Securities having an aggregate Liquidation Amount of up to
$________ against receipt of the aggregate purchase price of such Capital
Securities of up to $_________, which amount such Administrative Trustee shall
promptly deliver to the Property Trustee.

       

      SECTION 205 
ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
DEBENTURES.

       

      (a)           Contemporaneously
with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with
Section 502 and deliver to the Depositor, Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount of Common
Securities having an aggregate Liquidation Amount of $_________ against payment
by the Depositor of such amount. Contemporaneously therewith, an Administrative
Trustee, on behalf of the Trust, shall subscribe to and purchase from the
Depositor Debentures, registered in the name of the Property Trustee on behalf
of the Trust and having an aggregate principal amount equal to $______, and, in
satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of
$_________.

       

      (b)           If
the Underwriters exercise their over allotment option and there is an Option
Closing Date, then an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 502 and deliver to the Depositor, Common
Securities Certificates, registered in the name of the Depositor, in an
additional aggregate amount of Common Securities having an aggregate Liquidation
Amount of up to $______ against payment by the Depositor of such amount.
Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase from the Depositor, additional Debentures,
registered in the name of the Trust and having an aggregate principal amount of
up to $_______, and, in satisfaction of the purchase price of such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor up
to $________, such aggregate amount to be equal to the sum of the amounts
received from the Depositor pursuant to this Section 205(b) and from
one of the Administrative Trustees pursuant to the last sentence of
Section 204.

       


      
        
           


        

        
          9

           


        

        
           


        

      


      SECTION 206 
CONTINUATION OF TRUST.

       

      The
exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Debentures;
and (b) to engage in those activities necessary, advisable 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 acknowledge such appointment. The Property Trustee hereby
declares that it shall hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the 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 Statutory Trust Act.

       

      SECTION 207 
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 207 and Article VIII, and in accordance with
the following provisions (i) and (ii), the Administrative Trustees shall
have the authority to enter into all transactions and agreements determined by
the Administrative Trustees to be appropriate in exercising the authority,
express or implied, otherwise granted to the Administrative 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, acting singly or jointly,
      shall have the power and authority to act on behalf of the Trust with
      respect to the following matters:

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      issuance and sale of the Trust Securities and the compliance with the
      Underwriting Agreement in connection
therewith;

              


      

       

      
        	
                 
      

              	
                (B)

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

              


      

       

      
        	
                 
      

              	
                (C)

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

              


      

       

      
        	
                 
      

              	
                (D)

              	
                assisting
      in the listing of the Capital Securities upon any such securities exchange
      or exchanges as shall be determined by the Depositor, the registration of
      the Capital Securities under the Exchange Act, the compliance with the
      listing requirements of the applicable securities exchange and the
      preparation and filing of all periodic and other reports and other
      documents pursuant to the
foregoing;

              


      

       


      
        
           


        

        
          10

           


        

        
           


        

      


      
        	
                 
      

              	
                (E)

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

              


      

       

      
        	
                 
      

              	
                (F)

              	
                the
      appointment of a Paying Agent, Authenticating Agent and Securities
      Registrar in accordance with this Trust
  Agreement;

              


      

       

      
        	
                 
      

              	
                (G)

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

              


      

       

      
        	
                 
      

              	
                (H)

              	
                the
      taking of all action that may be necessary or appropriate for the
      preservation and the continuation of the Trust’s valid existence, rights,
      franchises and privileges as a statutory trust under the laws of the State
      of Delaware and of each other jurisdiction in which such existence is
      necessary to protect the limited liability of the Holders of the Capital
      Securities or to enable the Trust to effect the purposes for which the
      Trust was created;

              


      

       

      
        	
                 
      

              	
                (I)

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

              


      

       

      
        	
                 
      

              	
                (J)

              	
                preparation
      and filing of all applicable tax returns and tax information reports that
      are required to be filed on behalf of the
Trust.

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (A)

              	
                the
      establishment of the Payment
Account;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                the
      receipt of the Debentures;

              


      

       

      
        	
                 
      

              	
                (C)

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

              


      

       

      
        	
                 
      

              	
                (D)

              	
                the
      distribution of amounts owed to the Securityholders in respect of the
      Trust Securities in accordance with the terms of this Trust
      Agreement;

              


      

       

      
        	
                 
      

              	
                (E)

              	
                the
      exercise of all of the rights, powers and privileges of a holder of the
      Debentures in accordance with the terms of this Trust
      Agreement;

              


      

       

      
        	
                 
      

              	
                (F)

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

              


      

       

      
        	
                 
      

              	
                (G)

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

              


      

       


      
        
           


        

        
          11

           


        

        
           


        

      


      
        	
                 
      

              	
                (H)

              	
                after
      an Event of Default, the taking of any action incidental to the foregoing
      as the Property Trustee may from time to time determine is necessary or
      advisable to give effect to the terms of this Trust Agreement and protect
      and conserve the Trust Property for the benefit of the Securityholders
      (without consideration of the effect of any such action on any particular
      Securityholder);

              


      

       

      
        	
                 
      

              	
                (I)

              	
                registering
      transfers of the Trust Securities in accordance with this Trust
      Agreement;

              


      

       

      
        	
                 
      

              	
                (J)

              	
                except
      as otherwise provided in this Section 207(a)(ii), the Property
      Trustee shall have none of the duties, liabilities, powers or the
      authority of the Administrative Trustees set forth in
      Section 207(a)(i); and

              


      

       

      
        	
                 
      

              	
                (K)

              	
                the
      authentication of the Capital Securities as provided in this Trust
      Agreement.

              


      

       

      (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 (or, in
the case of the Property Trustee, to the actual knowledge of a Responsible
Officer would cause) the Trust to fail or cease to qualify as a “grantor trust”
for United States federal income tax purposes; (iv) incur any indebtedness
for borrowed money or issue any other debt; or (v) take or consent to any
action that would result in the placement of a Lien on any of the Trust
Property. The Administrative Trustees shall defend all claims and demands of all
Persons at any time claiming any Lien on any of the Trust Property adverse to
the interest of the Trust or the Securityholders in their capacity as
Securityholders.

       

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

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      determination of the states in which to take appropriate action to qualify
      or register for sale all or part of the Capital Securities and to do any
      and all such acts, other than actions which must be taken by or on behalf
      of the Trust, and advise the Trustees of actions they must take on behalf
      of the Trust, and prepare for execution and filing 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 a national securities exchange or other organizations
      for listing upon notice of issuance of any Capital Securities and to file
      or cause an

              


      

       


      
        
           


        

        
          12

           


        

        
           


        

      


      
        	
                 
      

              	
                Administrative
      Trustee to file thereafter with such exchange or organization such
      notifications and documents as may be necessary from time to
      time;

              


      

       

      
        	
                 
      

              	
                (iv)

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

              


      

       

      
        	
                 
      

              	
                (v)

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

              


      

       

      
        	
                 
      

              	
                (vi)

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

              


      

       

      (d)           Notwithstanding
anything herein to the contrary, the Administrative Trustees are authorized and
directed to conduct the affairs of the Trust and to operate the Trust so that
the Trust shall not be deemed to be an “investment company” required to be
registered under the Investment Company Act, shall be classified as a “grantor
trust” and not as an association taxable as a corporation for United States
federal income tax purposes and so that the Debentures shall be treated as
indebtedness of the Depositor for United States federal income tax purposes. In
this connection, subject to Section 1002, the Depositor and the
Administrative Trustees are authorized to take any action, not inconsistent with
applicable law or this Trust Agreement, that each of the Depositor and the
Administrative Trustees determines in their discretion to be necessary or
desirable for such purposes.

       

      SECTION 208 
ASSETS OF TRUST.

       

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

       

      SECTION 209 
TITLE TO TRUST PROPERTY.

       

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

       

      ARTICLE
III

      PAYMENT
ACCOUNT

       

      SECTION 301 
PAYMENT ACCOUNT.

       

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

       

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

       


      
        
           


        

        
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      ARTICLE
IV

      DISTRIBUTIONS;
REDEMPTION

       

      SECTION 401 
DISTRIBUTIONS.

       

      (a)           Distributions
on the Trust Securities shall be cumulative, and shall accumulate whether or not
there are funds of the Trust available for the payment of Distributions.
Distributions shall accumulate from               ,
20__, and, except during any Extended Interest Payment Period with respect to
the Debentures, shall be payable quarterly in arrears on March 31, June 30,
September 30 and December 31 of each year, commencing on               ,
20__. 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, such payment shall be made on the
immediately preceding Business Day (and without any reduction of interest or any
other payment in respect of any such acceleration), 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 401(a), a “Distribution
Date”).

       

      (b)           The
Trust Securities represent undivided beneficial interests in the Trust Property.
Distributions on the Trust Securities shall be payable at a rate of       %
per annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any full period shall be computed on the basis of a
360-day year of twelve 30-day months. The amount of Distributions for any
partial period shall be computed on the basis of a 360-day year and the actual
number of days elapsed during the relevant period.  During any
Extended Interest Payment Period with respect to the Debentures, Distributions
on the Capital Securities shall be deferred for a period equal to the Extended
Interest Payment Period. The amount of Distributions payable for any period
shall include the Additional Amount, if applicable.

       

      (c)           Distributions
on the Trust Securities shall be made by the Property Trustee solely from the
Payment Account and shall be payable on each Distribution Date only to the
extent that the Trust has funds on hand and immediately available by
12:00 p.m. (Noon), New York City time, on each Distribution Date in the
Payment Account for the payment of such Distributions.

       

      (d)           Distributions
on the Trust Securities with respect to a Distribution Date shall be payable to
the Holders thereof as they appear on the Securities Register for the Trust
Securities on the close of business on the relevant record date, which shall be
the 15th day of March, June, September or December for Distributions
payable on the last calendar day of the respective month; provided, however,
that for any Trust Securities held in global form, Distributions shall be
payable to the Holder thereof as of one Business Day immediately preceding the
Distribution Date.

       

      SECTION 402 
REDEMPTION.

       

      (a)           On
each Debenture Redemption Date and on the maturity of the Debentures, the Trust
shall 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 Securities Register. The Property Trustee
shall have no responsibility for the accuracy of any CUSIP number contained in
such notice. All notices of redemption shall state:

       


      
        
           


        

        
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      (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 aggregate Liquidation Amount of the particular
      Trust Securities to be redeemed;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                that,
      on the Redemption Date, the Redemption Price shall become due and payable
      upon each such Trust Security to be redeemed and that Distributions
      thereon shall cease to accumulate on and after said date, except as
      provided in Section 402(d);
and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                the
      place or places at which Trust Securities are to be surrendered for the
      payment of the Redemption Price.

              


      

       

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

       

      (d)           If
the Property Trustee gives a notice of redemption in respect of any Capital
Securities, then, by 12:00 p.m. (noon), New York City time, on the
Redemption Date, the Property Trustee, subject to Section 402(c), shall,
with respect to Capital Securities held in global form, deposit with the
Clearing Agency for such Capital Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price. With respect to Trust
Securities that are not held in global form, the Property Trustee, subject to
Section 402(c), shall deposit with the Paying Agent funds sufficient to pay the
applicable Redemption Price and shall give the Paying Agent irrevocable
instructions and authority to pay the Redemption Price to the record holders
thereof upon surrender of their Trust 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, (i) all rights of Securityholders holding Trust
Securities so called for redemption shall cease, except the right of such
Securityholders to receive the Redemption Price, but without interest and (ii)
such Trust Securities shall cease to be Outstanding. Payment of the Redemption
Price on the Trust Securities shall be made to the record holders thereof as
they appear on the Securities Register for the Trust Securities on the relevant
record date.  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 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, such payment shall
be made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), 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 shall continue to accumulate, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities
to

       


      
        
           


        

        
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      the date
such Redemption Price is actually paid, in which case the actual payment date
shall be the date fixed for redemption for purposes of calculating the
Redemption Price.

       

      (e)           Subject
to Section 402(d), payment of the Redemption Price on the Trust Securities shall
be made to the record holders thereof as they appear on the Securities Register
on the relevant record date, which shall be the date 15 days prior to the
relevant Redemption Date; provided, however, that for any Trust Securities held
in global form, the Redemption Price shall be payable to the holders thereof as
of one Business Day immediately preceding the relevant Redemption
Date.

       

      (f)           Subject
to Section 403(a), if less than all the Outstanding Trust Securities are to
be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated on a pro rata basis (based on
Liquidation Amounts) among the Common Securities and the Capital Securities. The
particular Capital Securities to be redeemed shall be selected not more than 60
days prior to the Redemption Date by the Property Trustee from the Outstanding
Capital Securities not previously called for redemption, by such method
(including, without limitation, by lot) as the Property Trustee shall deem fair
and appropriate and which may provide for the selection for redemption of
portions (equal to the Liquidation Amount or an integral multiple of the
Liquidation Amount) of the Liquidation Amount of Capital Securities of a
denomination larger than such Liquidation Amount; provided, however, in the
event the redemption relates only to Capital Securities purchased and held by
the Depositor being redeemed in exchange for a Like Amount of Debentures, the
Property Trustee shall select those particular Capital Securities for
redemption. The Property Trustee shall promptly notify the Securities Registrar
in writing of the Capital Securities selected for redemption and, in the case of
any Capital Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of Capital
Securities shall relate, in the case of any Capital Securities redeemed or to be
redeemed only in part, to the portion of the Liquidation Amount of Capital
Securities which has been or is to be redeemed.

       

      SECTION 403 
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 402(f), pro rata among the Common Securities and the Capital
Securities based on the Liquidation Amount of the Trust Securities; provided,
however, that if on any Distribution Date, Redemption Date or Liquidation Date
any Event of Default resulting from a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution (including Additional
Amounts, if applicable) on, or Redemption Price of, any Common Security, and no
other payment on account of the redemption, liquidation or other acquisition of
Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions (including Additional Amounts, if
applicable) on all Outstanding Capital Securities for all Distribution periods
terminating on or prior thereto, or in the case of payment of the Redemption
Price the full amount of such Redemption Price on all Outstanding Capital
Securities then called for redemption, shall have been made or provided for, and
all funds immediately available to the Property Trustee shall first be applied
to the payment in full in cash of all Distributions (including Additional
Amounts, if applicable) on, or the Redemption Price of, Capital Securities then
due and payable.

       

      (b)           In
the case of the occurrence of any Event of Default resulting from a Debenture
Event of Default, the Holder of Common Securities shall be deemed to have waived
any right to act with respect to any such Event of Default under this Trust
Agreement until the effect of all such Events of Default with respect to the
Capital Securities shall have been cured, waived or otherwise eliminated. Until
any such Event of Default under this Trust Agreement with respect to the Capital
Securities shall have been so cured, waived or otherwise eliminated, the
Property Trustee shall act solely on behalf of the Holders of

       


      
        
           


        

        
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      the
Capital Securities and not the Holder of the Common Securities, and only the
Holders of the Capital Securities shall have the right to direct the Property
Trustee to act on their behalf.

       

      SECTION 404 
PAYMENT PROCEDURES.

       

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

       

      SECTION 405 
TAX RETURNS AND REPORTS.

       

      The
Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor’s expense, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and
file (or cause to be prepared and filed) the appropriate Internal Revenue
Service forms 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 forms
required to be furnished to such Securityholder or 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.

       

      SECTION 406 
PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

       

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

       

      SECTION 407 
PAYMENTS UNDER INDENTURE.

       

      Any
amount payable hereunder to any Holder of Capital Securities shall be reduced by
the amount of any corresponding payment such Holder has directly received under
the Indenture pursuant to Section 513(b) or
(c) hereof.

       

      SECTION 408 
WITHHOLDING TAX.

       

      The
Property Trustee shall, and shall cause the Trust to, comply with all
withholding and backup withholding tax requirements under United States federal,
state and local law.  The Property Trustee on behalf of the Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding and backup
withholding tax with respect to each Holder and any representations and forms as
shall reasonably be requested by the Property Trustee on behalf of the Trust to
assist it in determining the extent of, and in fulfilling, its withholding and
backup withholding tax obligations.  The Property Trustee shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding and backup withholding tax is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions.  To the extent that the Trust is required to withhold and
pay over any amounts to any jurisdiction with respect to

       


      
        
           


        

        
          17

           


        

        
           


        

      


      Distributions
or allocations to any Holder, the amount withheld shall be deemed to be a
Distribution in the amount of the withholding to the Holder.  In the event
of any claimed over-withholding, Holders shall be limited to an action against
the applicable jurisdiction.  If the amount required to be withheld was not
withheld from actual Distributions made, the Property Trustee on behalf of the
Trust may reduce subsequent Distributions by the amount of such required
withholding.

       

      ARTICLE
V

      TRUST
SECURITIES CERTIFICATES

       

      SECTION 501 
INITIAL OWNERSHIP.

       

      Upon the
creation of the Trust and the contribution by the Depositor pursuant to
Section 203 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 502 
THE TRUST SECURITIES CERTIFICATES.

       

      The
Capital Securities Certificates shall be issued in minimum denominations of the
Liquidation Amount and integral multiples of the Liquidation Amount in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of the Liquidation Amount and multiples thereof (which may, in the case of the
Common Securities, include fractional amounts). The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee’s name pursuant to Sections 504 and
511.

       

      SECTION 503 
EXECUTION, AUTHENTICATION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES.

       

      (a)           On
the Closing Date and on any Option Closing Date, as applicable, the
Administrative Trustees shall cause Trust Securities Certificates, in an
aggregate Liquidation Amount as provided in Sections 204 and 205, to be executed
on behalf of the Trust by at least one of the Administrative Trustees and
delivered to or upon the written order of the Depositor, signed by its Chief
Executive Officer, President, any Vice President or its Treasurer without
further corporate action by the Depositor, in authorized
denominations.

       

      (b)           A
Capital Securities Certificate shall not be valid until authenticated by the
manual signature of an authorized signatory of the Property Trustee in
substantially the form of Exhibit E attached hereto. The signature shall be
conclusive evidence that the Capital Securities Certificate has been
authenticated under this Trust Agreement. Each Capital Security Certificate
shall be dated the date of its authentication.

       

      (c)           Upon
the written order of the Trust signed by one of the Administrative Trustees, the
Property Trustee shall authenticate and make available for delivery the Capital
Securities Certificates.

       


      
        
           


        

        
          18

           


        

        
           


        

      


      (d)           The
Property Trustee may appoint an Authenticating Agent acceptable to the Trust to
authenticate the Capital Securities. An Authenticating Agent may authenticate
the Capital Securities whenever the Property Trustee may do so. Each reference
in this Trust Agreement to authentication by the Property Trustee includes
authentication by such agent. An Authenticating Agent has the same rights as the
Property Trustee to deal with the Company or the Trust.

       

      SECTION 503A. 
GLOBAL CAPITAL SECURITY.

       

      (a)           Any
Global Capital Security issued under this Trust Agreement shall be registered in
the name of the nominee of the Clearing Agency and delivered to such custodian
or its agent therefor, and such Global Capital Security shall constitute a
single Capital Security for all purposes of this Trust Agreement.

       

      (b)           Notwithstanding
any other provision in this Trust Agreement, no Global Capital Security may be
exchanged for Capital Securities registered in the names of persons other than
the Depositary or its nominee unless (i) the Depositary notifies the
Property Trustee that it is unwilling or unable to continue as a depositary for
such Global Capital Securities and the Depositor is unable to locate a qualified
successor depositary, (ii) the Depositor in its sole discretion executes
and delivers to the Property Trustee a written order stating that it elects to
terminate the book-entry system through the Depositary or (iii) there shall
have occurred and be continuing a Debenture Event of Default, and the holders of
a majority in Liquidation Amount of all Outstanding Capital Securities advise
the Administrative Trustees in writing that that continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
holders of the Outstanding Capital Securities.

       

      (c)           If
a Capital Security Certificate is to be exchanged in whole or in part for a
beneficial interest in a Global Capital Security, then either (i) such
Capital Security Certificate shall be so surrendered for exchange or
cancellation as provided in this Article V or (ii) the Liquidation
Amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, or equal to the Liquidation Amount of
such other Capital Securities Certificate to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Securities Registrar, whereupon the Property Trustee, in
accordance with the rules and procedures of the Depositary for such Global
Capital Security (the “Applicable Procedures”), shall instruct the Clearing
Agency or its authorized representative to make a corresponding adjustment to
its records. Upon any such surrender or adjustment of a Global Capital Security
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, upon
receipt of a written order of the Trust to do so and subject to
Section 504(b) and as otherwise provided in this Article V,
authenticate and deliver any Capital Securities Certificate issuable in exchange
for such Global Capital Security (or any portion thereof) in accordance with the
instructions of the Clearing Agency. The Property Trustee shall not be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions.

       

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

       

      (e)           The
Clearing Agency or its nominee, as the registered owner of a Global Capital
Security, shall be considered the Holder of the Capital Securities represented
by such Global Capital Security for all purposes under this Trust Agreement and
the Capital Securities, and owners of beneficial interests in such Global
Capital Security shall hold such interests pursuant to the Applicable
Procedures

       


      
        
           


        

        
          19

           


        

        
           


        

      


      and,
except as otherwise provided herein, shall not be entitled to receive physical
delivery of any such Capital Securities in definitive form and shall not be
considered the Holders thereof under this Trust Agreement. Accordingly, any such
owner’s beneficial interest in the Global Capital Securities shall be shown only
on, and the transfer of such interest shall be effected only through, records
maintained by the Clearing Agency or its nominee. Neither the Property Trustee,
the Securities Registrar nor the Depositor shall have any liability in respect
of any transfers effected by the Clearing Agency.

       

      (f)           The
rights of owners of beneficial interests in a Global Capital Security 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,
provided that, solely for the purpose of determining whether the Holders of the
requisite amount of Capital Securities have voted on any matter provided for in
this Trust Agreement, to the extent that Capital Securities are represented by a
Global Capital Security, the Trustees may conclusively rely on, and shall be
fully protected in relying on, any written instrument (including a proxy)
delivered to the Property Trustee by the Clearing Agency setting forth
the beneficial owners’ votes or assigning the right to vote on any matter to any
other Persons either in whole or in part.

       

      SECTION 504 
REGISTRATION OF TRANSFER AND EXCHANGE OF CAPITAL SECURITIES
CERTIFICATES.

       

      (a)           The
Depositor shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 508, a register or registers for the purpose of
registering Trust Securities Certificates and, subject to the provisions of
Section 503A, transfers and exchanges of Capital Securities Certificates
(herein referred to as the “Securities Register”) in which the registrar
designated by the Depositor (the ‘Securities Registrar”), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Capital Securities Certificates and Common Securities Certificates (subject
to Section 510 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Capital Securities Certificates as
herein provided. The Property Trustee shall be the initial Securities
Registrar.  The provisions of Article VIII shall apply to the Property
Trustee in its role as Securities Registrar.

       

      (b)           Subject
to the provisions of Section 503A, upon surrender for registration of
transfer of any Capital Securities Certificate at the office or agency
maintained pursuant to Section 508, the Administrative Trustees or any one
of them shall execute and deliver to the Property Trustee, and upon receipt
thereof the Property Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Capital Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by such Administrative Trustee or Trustees. The
Securities Registrar shall not be required to register the transfer of any
Capital Securities that have been called for redemption. At the option of a
Holder, Capital Securities Certificates may be exchanged for other Capital
Securities Certificates in authorized denominations of the same class and of a
like aggregate Liquidation Amount upon surrender of the Capital Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 508.

       

      (c)           Every
Capital Securities Certificate presented or surrendered for registration of
transfer or exchange, subject to the provisions of Section 503A, shall be
accompanied by a written instrument of transfer in form satisfactory to the
Property Trustee and the Securities Registrar duly executed by the Holder or his
attorney duly authorized in writing. Each Capital Securities Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by the Property Trustee in accordance with its
customary practice. The Trust shall not be required to (i) issue, register
the transfer of, or exchange any Capital Securities during a period beginning at
the opening of business 15 calendar days before the date of mailing of a notice
of redemption of any Capital Securities called for redemption and ending at the
close of business on the day of such mailing; or (ii) register the transfer
of

       


      
        
           


        

        
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      or
exchange any Capital Securities so selected for redemption, in whole or in part,
except the unredeemed portion of any such Capital Securities being redeemed in
part.

       

      (d)           No
service charge shall be made for any registration of transfer or exchange of
Capital Securities Certificates, subject to the provisions of Section 503A,
but the Securities Registrar may require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Capital Securities Certificates.

       

      (e)           Capital
Securities may only be transferred, in whole or in part, in accordance with the
terms and conditions set forth in this Trust Agreement. Any transfer or
purported transfer of any Capital Security not made in accordance with this
Trust Agreement shall be null and void. A Capital Security that is not a Global
Capital Security may be transferred, in whole or in part, to a Person who takes
delivery in the form of another Capital Security that is not a Global Capital
Security as provided in Section 504(a). A beneficial interest in a Global
Capital Security may be exchanged for a Capital Security that is not a Global
Capital Security only as provided in Section 503A.

       

      SECTION 505
 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES.

       

      If
(a) any mutilated Trust Securities Certificate shall be surrendered to the
Securities Registrar, or if the Securities Registrar shall receive evidence to
its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate; and (b) there shall be delivered to the Securities Registrar
and the Administrative Trustees such security or indemnity as may be required by
them to save each of them harmless, then in the absence of notice that such
Trust Securities Certificate shall have been acquired by a bona fide purchaser,
the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, and, with respect to Capital
Securities, the Property Trustee shall authenticate, 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 505, 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 505 shall constitute conclusive evidence of an undivided beneficial
interest in the assets of the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

       

      SECTION 506 
PERSONS DEEMED SECURITYHOLDERS.

       

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

       

      SECTION 507 
ACCESS TO LIST OF SECURITYHOLDERS’ NAMES AND ADDRESSES.

       

      At any
time when the Property Trustee is not also acting as the Securities Registrar,
the Administrative Trustees or the Depositor shall furnish or cause to be
furnished to the Property Trustee (a) within five Business Days after
March 15, June 15, September 15 and December 15 of each
year, a list, in such form as the Property Trustee may reasonably require, of
the names and addresses of the Securityholders as of the most recent record
date; and (b) promptly after receipt by any Administrative Trustee or the
Depositor of a request therefor from the Property Trustee in order to enable the
Property Trustee to discharge its obligations under this Trust Agreement, in
each case to the extent such

       


      
        
           


        

        
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      information
is in the possession or control of the Administrative Trustees or the Depositor
and is not identical to a previously supplied list or has not otherwise been
received by the Property Trustee in its capacity as Securities Registrar. The
rights of Securityholders to communicate with other Securityholders with respect
to their rights under this Trust Agreement or under the Trust Securities, and
the corresponding rights of the Trustee shall be as provided in the Trust
Indenture Act. Each Holder, by receiving and holding a Trust Securities
Certificate, and each owner shall be deemed to have agreed not to hold the
Depositor, the Property Trustee or the Administrative Trustees accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

       

      SECTION 508 
MAINTENANCE OF OFFICE OR AGENCY.

       

      The
Administrative Trustees shall maintain, or cause to be maintained, in a location
or locations designated by the Administrative Trustees, an office or offices or
agency or agencies where Capital Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate the Corporate Trust Office of the
Property Trustee, 1100 North Market Street, Wilmington, Delaware 19890-1605, as
the 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 509 
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 Property Trustee, and any co-paying agent chosen by the
Property Trustee must be 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 Property Trustee 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 shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other Paying Agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

       


      
        
           


        

        
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      SECTION 510 
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, any
attempted transfer of the Common Securities (other than a transfer in connection
with a merger or consolidation of the Depositor into another corporation
pursuant to Section 12.1 of the Indenture) 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 OTHER THAN AS SET FORTH IN THE TRUST AGREEMENT (AS DEFINED
BELOW).”

       

      SECTION 511 
TRUST SECURITIES CERTIFICATES.

       

      (a)           Upon
their original issuance, Capital Securities Certificates shall be issued in the
form of one or more fully registered Global Capital Securities Certificates
which will be deposited with or on behalf of the Clearing Agency and registered
in the name of the Clearing Agency’s nominee. Unless and until it is
exchangeable in whole or in part for the Capital Securities in definitive form,
a global security may not be transferred except as a whole by the Clearing
Agency to a nominee of the Clearing Agency or by a nominee of the Clearing
Agency to the Clearing Agency or another nominee of the Clearing Agency or by
the Clearing Agency or any such nominee to a successor of such Clearing Agency
or a nominee of such successor.

       

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

       

      SECTION 512 
NOTICES TO CLEARING AGENCY.

       

      To the
extent that a notice or other communication to the Holders is required under
this Trust Agreement, for so long as Capital Securities are represented by a
Global Capital Securities Certificate, the Trustees shall give all such notices
and communications specified herein to be given to the Clearing Agency, and
shall have no obligation to provide notice to the owners of the beneficial
interest in the Global Capital Securities.

       

      SECTION 513 
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 209 and the
Securityholders shall not have any right or title therein other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Capital Securities against payment of the purchase price therefor, the
Capital Securities shall be fully paid and nonassessable interests in the Trust.
The Holders of the Capital Securities, in their capacities as such, shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

       

      (b)           For
so long as any Capital Securities remain Outstanding, if, upon a Debenture Event
of Default specified in Section 7(a)(i) of the Indenture, the Debenture Trustee
fails or the holders of not less than 25% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least 25% in Liquidation Amount
of the Capital Securities then Outstanding shall have such right by a notice in
writing to the Depositor and the

       


      
        
           


        

        
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      Debenture
Trustee; and upon any such declaration such principal amount of and the accrued
interest on all of the Debentures shall become immediately due and payable, provided that the payment of
principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

       

      (c)           For
so long as any Capital Securities remain Outstanding, upon a Debenture Event of
Default arising from the failure to pay interest or principal on the Debentures,
the Holders of any Capital Securities then Outstanding shall, to the fullest
extent permitted by law, have the right to directly institute proceedings for
enforcement of payment to such Holders of principal of or interest on the
Debentures having a principal amount equal to the Liquidation Amount of the
Capital Securities of such Holders.

       

      ARTICLE
VI

      ACTS OF
SECURITYHOLDERS; MEETINGS; VOTING

       

      SECTION 601 
LIMITATIONS ON VOTING RIGHTS.

       

      (a)           Except
as provided in this Section 601, in Sections 513, 810 and 1002 and in the
Indenture and as otherwise required by law, no record Holder of Capital
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an
association.

       

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

       

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

       


      
        
           


        

        
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      such
amendment, the Trust would cease to be classified as a grantor trust or would be
classified as an association taxable as a corporation for United States federal
income tax purposes.

       

      SECTION 602 
NOTICE OF MEETINGS.

       

      Notice of
all meetings of the Holders of Capital Securities, stating the time, place and
purpose of the meeting, shall be given by the Property Trustee pursuant to
Section 1009 to each Holder of the Capital Securities of record, at such
Holder’s 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 603 
MEETINGS OF CAPITAL SECURITYHOLDERS.

       

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

       

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

       

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

       

      SECTION 604 
VOTING RIGHTS.

       

      Securityholders
shall be entitled to one vote for each $25 of Liquidation Amount represented by
their Trust Securities (with any fractional multiple thereof rounded up or down
as the case may be to the closest integral multiple) in respect of any matter as
to which such Securityholders are entitled to vote.

       

      SECTION 605 
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. Only Holders
of record shall be entitled to vote. When Trust Securities are held jointly by
several Persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be executed
by or on behalf of a 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.

       


      
        
           


        

        
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      SECTION 606 
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 aggregate 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 (based upon their aggregate Liquidation Amount).

       

      SECTION 607 
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
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 608 
ACTS OF SECURITYHOLDERS.

       

      (a)           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 may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Securityholders 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 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 801) conclusive in favor of the Trustees, if made in the manner
provided in this Section 608.

       

      (b)           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 such signer’s individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer’s
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.

       

      (c)           The
ownership of Trust Securities shall be proved by the Securities
Register.

       

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

       

      (e)           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

       


      
        
           


        

        
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      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.

       

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

       

      (g)           If
any dispute shall arise among the Holders or the Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, notice, consent, waiver or other Act of such Holder 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 609 
INSPECTION OF RECORDS.

       

      Upon
reasonable written notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by Holders of
the Trust Securities during normal business hours for any purpose reasonably
related to such Holder’s interest as a Holder.

       

      ARTICLE
VII

      REPRESENTATIONS
AND WARRANTIES

       

      SECTION 701 
REPRESENTATIONS AND WARRANTIES OF THE BANK AND THE PROPERTY
TRUSTEE.

       

      The Bank
and the Property Trustee, each severally on behalf of and as to itself, as of
the date hereof, and each successor Property Trustee at the time of the
successor Property Trustee’s acceptance of its appointment as Property Trustee
hereunder (in the case of a successor Property Trustee, the term “Bank” as used
herein shall be deemed to refer to such successor Property Trustee in its
separate corporate capacity), hereby represents and warrants (as applicable) for
the benefit of the Depositor and the Securityholders that:

       

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

       

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

       

      (d)           the
execution, delivery and performance by the Property Trustee of this Trust
Agreement has been duly authorized by all necessary corporate or other action on
the part of the Property Trustee and does not require any approval of
stockholders of the Bank and such execution, delivery and performance shall not
(i) violate the Bank’s charter or by-laws; (ii) violate any provision
of, or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of, any Lien on any properties included in
the Trust Property pursuant to the provisions of, any indenture, mortgage,
credit

       


      
        
           


        

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

       

      (e)           neither
the authorization, execution or delivery by the Property Trustee of this Trust
Agreement nor the consummation of any of the transactions by the Property
Trustee 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 law
governing the banking or trust powers of the Bank or the Property Trustee, as
the case may be, under the laws of the State of Delaware;

       

      (f)           there
are no proceedings pending or, to the best of the Property Trustee’s knowledge,
threatened against or affecting the Bank or the Property 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 to enter into or perform its obligations as one of the Trustees under
this Trust Agreement; and

       

      (g)           the
Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act
as such and has (or has a parent that has) a combined capital and surplus of at
least $50,000,000.

       

      SECTION 702 
REPRESENTATIONS AND WARRANTIES OF THE DELAWARE BANK AND THE DELAWARE
TRUSTEE.

       

      The
Delaware Bank and the Delaware Trustee, each severally on behalf of and as to
itself, as of the date hereof, and each successor Delaware Trustee at the time
of the successor Delaware Trustee’s acceptance of appointment as Delaware
Trustee hereunder (the term “Delaware Bank” being used to refer to such
successor Delaware Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

       

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

       

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

       

      (d)           the
execution, delivery and performance by the Delaware Trustee of this Trust
Agreement has been duly authorized by all necessary trust or other action on the
part of the Delaware Trustee and does not require any approval of stockholders
of the Delaware Bank and such execution, delivery and performance shall not
(i) violate the Delaware Bank’s charter or by-laws; (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of, any Lien on any properties
included in the Trust Property pursuant to the provisions of, any indenture,
mortgage, credit agreement, license or other agreement or instrument to which
the

       


      
        
           


        

        
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      Delaware
Bank 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
Delaware governing the banking or trust powers of the Delaware Bank or the
Delaware Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Delaware Bank or the Delaware Trustee;

       

      (e)           neither
the authorization, execution or delivery by the Delaware Trustee of this Trust
Agreement nor the consummation of any of the transactions by the Delaware
Trustee 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 law of
the State of Delaware governing the banking or trust powers of the Delaware Bank
or the Delaware Trustee, as the case may be, under the laws of the State of
Delaware; and

       

      (f)           there
are no proceedings pending or, to the best of the Delaware Trustee’s knowledge,
threatened against or affecting the Delaware Bank 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
Delaware Trustee to enter into or perform its obligations as one of the Trustees
under this Trust Agreement.

       

      SECTION 703 
REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

       

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

       

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

       

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

       

      ARTICLE
VIII

      TRUSTEES

       

      SECTION 801 
CERTAIN DUTIES AND RESPONSIBILITIES.

       

      (a)           The
rights, immunities, 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 any of the Trustees to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its or their duties hereunder, or in the exercise of any of its rights or
powers, if they shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. No Administrative Trustee nor the Delaware Trustee
shall be liable for its act or omissions hereunder except as a result of its own
gross negligence or willful misconduct. The Property Trustee’s liability shall
be determined under the Trust Indenture Act. Whether or not herein 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 801. To the extent that, at law
or in equity, a Trustee has duties (including fiduciary duties) and liabilities
relating thereto to

       


      
        
           


        

        
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      the Trust
or to the Securityholders, such Trustee shall not be liable to the Trust or to
any Securityholder for such Trustee’s good faith reliance on the provisions of
this Trust Agreement. The provisions of this Trust Agreement, to the extent that
they restrict the duties and liabilities of the 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 Trustees.

       

      (b)           All
payments made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Securityholder,
by its acceptance of a Trust Security, agrees that it shall 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 801(b) does not limit the liability of the Trustees expressly
set forth elsewhere in this Trust Agreement or, in the case of the Property
Trustee, in the Trust Indenture Act.

       

      (c)           No
provision of this Trust Agreement shall be construed to relieve the Property
Trustee from liability with respect to matters that are within the authority of
the Property Trustee under this Trust Agreement 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
      Capital 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 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 301
      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 negligence, default or misconduct of the Delaware Trustee, the
      Administrative Trustees or the
Depositor.

              


      

       


      
        
           


        

        
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        SECTION 802 
CERTAIN NOTICES.

      

       

      (a)           Within
ninety (90) days after the occurrence of any Event of Default actually known to
a Responsible Officer of the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1009, 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. For
purposes of this Section 802 the term “Event of Default” means any event
that is, or after notice or lapse of time or both would become, an Event of
Default.

       

      (b)           The
Administrative Trustees shall transmit, to the Securityholders in the manner and
to the extent provided in Section 1009, notice of the Depositor’s election
to begin or further extend an Extended Interest Payment Period on the Debentures
(unless such election shall have been revoked) and of any election by the
Depositor to accelerate the Maturity Date of the Debentures, as defined in the
Indenture, within the time specified for transmitting such notice to the holders
of the Debentures pursuant to the Indenture.

       

      (c)           The
Property Trustee shall not be deemed to have knowledge of any default or Event
of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or unless a
Responsible Officer of the Property Trustee shall have obtained actual knowledge
of such default or Event of Default.

       

      SECTION 803 
CERTAIN RIGHTS OF PROPERTY TRUSTEE.

       

      Subject
to the provisions of Section 801:

       

      (a)           the
Property Trustee may conclusively rely and shall be protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, Opinion of Counsel, Officer’s Certificate, written
representation of a Holder or transferee, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
resolution, direction, 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 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 Holders of Capital Securities 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 10 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 2 Business Days), the Property Trustee may, but shall be
under no duty to, take or refrain from taking such action not inconsistent with
this Trust Agreement as the Property Trustee 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 contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers’ Certificate, and any direction or act of
an Administrative Trustee

       


      
        
           


        

        
          31

           


        

        
           


        

      


      contemplated
by this Trust Agreement shall be sufficiently evidenced by a certificate
executed by such Administrative Trustee and setting forth such direction or
act;

       

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

       

      (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 re-registration thereof;

       

      (f)           the
Property Trustee may consult with counsel of its choice (which counsel may be
counsel to the Depositor or any of its Affiliates) 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 (including reasonable attorney’s fees
and expenses) and liabilities which might be incurred by it in compliance with
such request or direction, including reasonable advances as may be requested by
the Property Trustee; nothing contained herein shall, however, relieve the
Property Trustee of the obligation, upon the occurrence of any Event of Default
(that has not been cured or waived) to exercise the rights and powers vested in
it by this Trust Agreement or imposed on it under applicable law;

       

      (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, direction, 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 and, if the Property Trustee has a reasonable need to
make such inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Depositor, personally or by agent or attorney,
during normal business hours, on reasonable notice to the Depositor, and after
signing a confidentiality agreement containing terms and provisions that are
reasonable under the circumstances;

       

      (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, custodians,
nominees or attorneys, and the Property Trustee shall not be liable for the
default or misconduct of such other agents, custodians, nominees or attorneys;
provided that the Property Trustee shall be responsible for its own negligence
or recklessness with respect to selection of any agent or attorney appointed by
it hereunder;

       

      (j)           whenever
in the administration of this Trust Agreement the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder the Property Trustee (i) may request
instructions from the Holders of the Trust Securities which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the
Trust

       


      
        
           


        

        
          32

           


        

        
           


        

      


      Securities
as would be entitled to direct the Property Trustee under the terms of the Trust
Securities and this Trust Agreement in respect of such remedy, right or action;
(ii) may refrain from enforcing such remedy or right or taking such other
action until such instructions are received; and (iii) shall be protected
in acting in accordance with such instructions;

       

      (k)           except
as otherwise expressly provided by this Trust Agreement, the Property Trustee
shall not be under any obligation to take any action that is discretionary under
the provisions of this Trust Agreement. No provision of this Trust Agreement
shall be deemed to impose any duty or obligation on the Property Trustee to
perform any act or acts or exercise any right, power, duty or obligation
conferred or imposed on it, in any jurisdiction in which it shall be illegal, or
in which the Property Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts, or to exercise any such
right, power, duty or obligation. No permissive power or authority available to
the Property Trustee shall be construed to be a duty;

       

      (l)           in
no event shall the Property Trustee be responsible or liable for special,
indirect, or consequential loss or damage of any kind whatsoever (including, but
not limited to, loss of profit) irrespective of whether the Property Trustee has
been advised of the likelihood of such loss or damage and regardless of the form
of action;

       

      (m)           the
rights, privileges, protections, immunities and benefits given to the Property
Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Property Trustee in each of its
capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder; and

       

      (n)           the
Property Trustee may request that the Company deliver a certificate setting
forth the names of individuals and/or titles of officers authorized at such time
to take specified actions pursuant to this Trust Agreement.

       

      SECTION 804 
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 805 
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 808 and 813 and 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 806 
COMPENSATION; INDEMNITY; FEES.

       

      The
Depositor agrees:

       

      (a)           to
pay to the Trustees from time to time reasonable compensation for all services
rendered by them hereunder (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), in the case of the Property Trustee and Delaware Trustee, as set forth
in a written agreement between the Depositor, the Property Trustee and Delaware
Trustee;

       


      
        
           


        

        
          33

           


        

        
           


        

      


      (b)           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 their agents and counsel), except any such expense,
disbursement or advance as may be attributable to such Trustee’s negligence, bad
faith or willful misconduct (or, in the case of the Administrative Trustees or
the Delaware Trustee, any such expense, disbursement or advance as may be
attributable to its, his or her gross negligence, bad faith or willful
misconduct); and

       

      (c)           to
indemnify each of the Trustees and their respective managers, directors, agents,
shareholders and employees or any predecessor Trustee for, and to hold the
Trustees harmless from and against, any loss, damage, claims, liability, penalty
or expense incurred without negligence or bad faith on its part, arising out of
or in connection with the acceptance or administration of the Trust or this
Trust Agreement, including the advancement of funds to cover the reasonable
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder, except any such expense, disbursement or advance as may be
attributable to such Trustee’s negligence, bad faith or willful misconduct for
(or, in the case of the Administrative Trustees or the Delaware Trustee, any
such expense, disbursement or advance as may be attributable to its, his or her
gross negligence, bad faith or willful misconduct).  The provisions of this
Section 806 shall survive the termination of this Trust Agreement and the
earlier removal or resignation of any Trustee.

       

      (d)           No
Trustee may claim any Lien or charge on the Trust Property as a result of any
amount due and unpaid pursuant to this Section 806.

       

      SECTION 807 
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 (or has a parent that 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 807, 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 807, it shall resign immediately in the
manner and with the effect hereinafter specified in this
Article VIII.

       

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

       

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

       

      SECTION 808 
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.

       


      
        
           


        

        
          34

           


        

        
           


        

      


      SECTION 809 
CO-TRUSTEES AND SEPARATE TRUSTEE.

       

      (a)           Unless
a Debenture 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 shall have power to appoint, and upon the
written request of the Property Trustee, the Depositor shall for such purpose
join with the Property Trustee 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 809. 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 809 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.

       

      (b)           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.

       

      (c)           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:

       

      
        	
                 
      

              	
                (i)

              	
                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.

              


      

       

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                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 809, and, in case a Debenture Event of Default has occurred
      and is continuing, the Property Trustee shall have the 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

              


      

       


      
        
           


        

        
          35

           


        

        
           


        

      


      
        	
                 
      

              	
                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 809.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                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.

              


      

       

      
        	
                 
      

              	
                (v)

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

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                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 810 
RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

       

      (a)           No
resignation or removal of any Trustee (the “Relevant Trustee”) and no
appointment of a successor Trustee pursuant to this Article VIII shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 811.

       

      (b)           Subject
to the immediately preceding paragraph, the Relevant Trustee may resign at any
time with respect to the Trust Securities by giving written notice thereof to
the Depositor and the Securityholders. If the instrument of acceptance by the
successor Trustee required by Section 811 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 Depositor,
any court of competent jurisdiction for the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

       

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

       

      (d)           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 Holder of Common Securities, by Act of the Holder of Common Securities
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the successor
Trustee shall comply with the applicable requirements of Section 811. 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 is continuing, the Holders of Capital Securities, by Act of the
Securityholders of a majority in Liquidation Amount of the Capital Securities
then Outstanding delivered to the retiring Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees with respect to the Trust
Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 811. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when a Debenture Event of Default shall have occurred and be continuing,
the Holder of Common Securities, by Act of the Holder of Common Securities
delivered to an Administrative Trustee, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees with respect to the Trust
Securities and the Trust, and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of
Section 811. If no successor Relevant Trustee with respect to the
Trust

       


      
        
           


        

        
          36

           


        

        
           


        

      


      Securities
shall have been so appointed by the Holder of Common Securities or the Holders
of Capital Securities and accepted appointment in the manner required by
Section 811, any Securityholder who has been a Securityholder of Trust
Securities on behalf of himself and all others similarly situated and any
resigning Trustee may, in each case, at the expense of the Depositor, petition a
court of competent jurisdiction for the appointment of a Trustee with respect to
the Trust Securities.

       

      (e)           The
Depositor shall give notice of each resignation and each removal of a Trustee
and each appointment of a successor Trustee to all Securityholders in the manner
provided in Section 1009. 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.

       

      (f)           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 807).

       

      (g)           Upon
the appointment of a successor Delaware Trustee, such successor Delaware Trustee
shall file a Certificate of Amendment to the Certificate of Trust in accordance
with Section 3810 of the Delaware Statutory Trust Act.

       

      SECTION 811 
ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

       

      (a)           In
case of the appointment hereunder of a successor Relevant Trustee with respect
to the Trust Securities and the Trust, the retiring Relevant Trustee and each
successor Relevant Trustee with respect to the Trust Securities shall execute
and deliver an instrument hereto wherein each successor Relevant Trustee shall
accept such appointment and which 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
upon the execution and delivery of such instrument the resignation or removal of
the retiring Relevant Trustee shall become effective to the extent provided
therein and each such successor Relevant Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust; but, on request of the Trust or any successor Relevant Trustee such
retiring Relevant Trustee shall, upon payment of its charges, 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.

       

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

       

      (c)           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 VIII.

       

      SECTION 812 
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

       


      
        
           


        

        
          37

           


        

        
           


        

      


      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 VIII, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

       

      SECTION 813 PREFERENTIAL
COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

       

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

       

      SECTION 814 
REPORTS BY PROPERTY TRUSTEE.

       

      (a)           On
or before July 15 of each year, commencing July 15, 20__, the Property
Trustee shall transmit to the Securityholders such reports concerning the
Property Trustee, its actions under this Trust Agreement and the property and
funds in its possession in its capacity as the Property Trustee as of
May 15 if and to the extent required pursuant to the Trust Indenture Act in
the manner provided pursuant thereto.

       

      (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 securities exchange or other
organization upon which the Trust Securities are listed, and also with the
Commission and the Depositor.

       

      SECTION 815 
REPORTS TO THE PROPERTY TRUSTEE.

       

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

       

      SECTION 816 
EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

       

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

       

      SECTION 817 
NUMBER OF TRUSTEES.

       

      (a)           The
number of Trustees shall be five, 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 817(a), or if the number of
Trustees is increased pursuant to Section 817(a), a vacancy shall occur.
The vacancy shall be filled with a Trustee appointed in accordance with
Section 810.

       


      
        
           


        

        
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      (c)           The
death, resignation, retirement, removal, bankruptcy, incompetence or incapacity
to perform the duties of a Trustee shall not operate to annul the Trust.
Whenever a vacancy in the number of Administrative Trustees shall occur, until
such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 810, 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 818 
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 207(a);
and

       

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

       

      SECTION 819 
VOTING.

       

      Except as
otherwise provided in this Trust Agreement, the consent or approval of the
Administrative Trustees shall require consent or approval by not less than a
majority of the Administrative Trustees, unless there are only two, in which
case both must consent.

       

      SECTION 820 
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 Depositor, and the Trustees do not
assume any responsibility for their correctness.  The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Debentures or the Trust Securities.  The Trustees
shall not be accountable for the use or application by the Depositor of the
proceeds of the Debentures. It is expressly understood and agreed by the parties
hereto that insofar as any document, agreement or certificate is executed on
behalf of the Trust by any Trustee (a) such document, agreement or
certificate is executed and delivered by such Trustee, not in its individual
capacity but solely as Trustee under this Trust Agreement in the exercise of the
powers and authority conferred and vested in it, (b) each of the
representations, warranties, covenants, undertakings and agreements made on the
part of the Trust is made and intended not as a representation, warranty,
covenant, undertaking or agreement by any Trustee in its individual capacity but
is made and intended for the purpose of binding only the Trust and
(c) under no circumstances shall any Trustee in its individual capacity be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Trust Agreement
or any other document, agreement or certificate.

       


      
        
           


        

        
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      ARTICLE
IX

      TERMINATION,
LIQUIDATION AND MERGER

       

      SECTION 901 TERMINATIONUPONEXPIRATION
DATE.

       

      Unless
earlier dissolved, the Trust shall automatically dissolve on _________, 20__
(the “Expiration Date”) subject to distribution of the Trust Property in
accordance with Section 904.

       

      SECTION 902 
EARLY TERMINATION.

       

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

       

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

       

      (b)           delivery
of written direction to the Administrative Trustees and the Property Trustee by
the Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior
regulatory approval if so required under applicable regulatory guidelines,
policies or regulations)  to dissolve the Trust and distribute the
Debentures to Securityholders in exchange for the Capital Securities in
accordance with Section 904;

       

      (c)           the
redemption of all of the Capital Securities in connection with the redemption of
all of the Debentures (whether upon a Debenture Redemption Date or the maturity
of the Debentures); or

       

      (d)           an
order for dissolution of the Trust shall have been entered by a court of
competent jurisdiction.

       

      SECTION 903 
TERMINATION.

       

      The
respective obligations and responsibilities of the Trustees and the Trust
continued hereby shall terminate upon the latest to occur of the following:
(a) the distribution by the Property Trustee to Securityholders upon the
instruction of the Administrative Trustees and the liquidation of the Trust
pursuant to Section 904, or upon the redemption of all of the Trust
Securities pursuant to Section 402, 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; (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; and (d) the filing of a Certificate of Cancellation by an
Administrative Trustee under the Delaware Statutory Trust Act after satisfaction
of liabilities to creditors of the Trust as required by applicable
law.  Notwithstanding Section 3811(a)(3) of the Delaware Statutory
Trust Act, only one Trustee is required to execute such Certificate of
Cancellation.

       

      SECTION 904 
LIQUIDATION.

       

      (a)           If
an Early Termination Event specified in clause (a), (b), or (d) of
Section 902 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Administrative Trustees
determine to be possible by instructing the Property Trustee to distribute,
after satisfaction of liabilities to creditors of the Trust as provided by
applicable law, to each Securityholder a Like Amount of Debentures, subject to
Section 904(d). Notice of liquidation shall be given by the Administrative
Trustees 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:

       


      
        
           


        

        
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                  (i)

                	
                  state
      the Liquidation Date;

                


        

         

      

      
        	
                 
      

              	
                (ii)

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

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                provide
      such information with respect to the mechanics by which Holders may
      exchange Trust Securities Certificates for Debentures, or, if
      Section 904(d) applies, receive a Liquidation Distribution, as
      the Administrative Trustees or the Property Trustee shall deem
      appropriate.

              


      

       

      (b)           Except
where Section 902(c) or 904(d) applies, in order to effect the
liquidation of the Trust and distribution of the Debentures to Securityholders,
the Administrative Trustees 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 902(c) or 904(d) applies, after the Liquidation
Date, (i) the Trust Securities shall no longer be deemed to be Outstanding;
(ii) certificates representing a Like Amount of Debentures shall 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 commercially reasonable efforts to have the Debentures
listed on such securities exchange or automated quotation system as the Capital
Securities are then listed or traded; (iv) any Trust Securities
Certificates not so surrendered for exchange shall 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 shall be made to Holders of Trust Securities Certificates with respect
to such Debentures); and (v) all rights of Securityholders holding Trust
Securities shall 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 904,
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 Administrative Trustees not to be practical, the
Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up
or terminated, by the Administrative Trustees in such manner as the
Administrative Trustees determine. In such event, on the date of the
dissolution, winding-up or other termination of the Trust, Securityholders shall
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 shall be entitled to receive Liquidation Distributions upon any such
dissolution, winding-up or termination pro rata (determined as aforesaid) with
Holders of Capital Securities, except that, if a Debenture Event of Default has
occurred and is continuing, the Capital Securities shall have a priority over
the Common Securities.

       


      
        
           


        

        
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      SECTION 905 
MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
TRUST.

       

      The Trust
may not merge with or into, convert 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 Section 905. At the request of the Depositor, with the consent of
the Administrative Trustees and without the consent of the Holders of the
Capital Securities, the Property Trustee or the Delaware Trustee, the Trust may
merge with or into, convert into, consolidate, amalgamate, be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any state; provided, that
(i) such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Capital Securities; or
(b) substitutes for the Capital Securities other securities having
substantially the same terms as the Capital Securities (the “Successor
Securities”) so long as the Successor Securities rank the same as the Capital
Securities rank in priority with respect to distributions and payments upon
liquidation, redemption and otherwise; (ii) the Depositor expressly
appoints a trustee of such successor entity possessing substantially 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 shall be listed or traded upon notification of issuance, on any
national securities exchange or other organization on which the Capital
Securities are then listed, if any; (iv) such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Capital Securities (including any Successor Securities) in any material respect;
(v) such successor entity has a purpose substantially identical to that of
the Trust; (vi) prior to such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor has
received an Opinion of Counsel to the effect that (a) such merger,
conversion, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Capital Securities (including any Successor Securities) in any
material respect; and (b) following such merger, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
such successor entity shall be required to register as an “investment company”
under the Investment Company Act; and (vii) the Depositor owns all of the
Common Securities of such successor entity and guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee, the Debentures, this Trust Agreement and the Expense
Agreement. For purposes of this Section 905, any consolidation, conversion,
merger, sale, conveyance, transfer or other disposition involving the Depositor,
as a result of which (a) the Depositor is not the surviving Person, and
(b) the surviving Person is not both (i) the primary obligor in
respect of the Debentures and (ii) the Guarantor under the Guarantee, shall
be deemed to constitute a replacement of the Trust by a successor entity;
provided further that, notwithstanding the foregoing, in the event that upon the
consummation of such a consolidation, conversion, merger, sale, conveyance,
transfer or other disposition, the parent company (if any) of the Depositor, or
its successor, is a bank holding company or financial holding company or
comparably regulated financial institution, such parent company shall guarantee
the obligations of the Trust (and any successor thereto) under the Capital
Securities (including any Successor Securities) at least to the extent provided
by the Guarantee, the Debentures, the Trust Agreement and the Expense Agreement.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of 100% in Liquidation Amount of the Capital Securities, consolidate,
convert, 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, convert, amalgamate, merge
with or into, or replace it if such consolidation, conversion, amalgamation,
merger or replacement would cause the Trust or the successor entity to be
classified as an association taxable as a corporation or as other than a grantor
trust for United States federal income tax purposes.

       


      
        
           


        

        
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      ARTICLE
X

      MISCELLANEOUS
PROVISIONS

       

      SECTION 1001 
LIMITATION OF RIGHTS OF SECURITYHOLDERS.

       

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

       

      SECTION 1002 
AMENDMENT.

       

      (a)           This
Trust Agreement may be amended from time to time by the Property Trustee, the
Administrative Trustees and the Depositor, without the consent of any
Securityholders, (i) as provided in Section 811 with respect to
acceptance of appointment by a successor Trustee; or (ii) 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, that shall not be
inconsistent with the other provisions of this Trust Agreement; or (iii) to
modify, eliminate or add to any provisions of this Trust Agreement to such
extent as shall be necessary to ensure that the Trust shall be classified for
United States federal income tax purposes as a grantor trust or as other than as
an association taxable as a corporation at all times that any Trust Securities
are Outstanding or to ensure that the Trust shall not be required to register as
an “investment company” under the Investment Company Act; or (iv) to reduce
or increase the Liquidation Amount per Trust Security and simultaneously to
correspondingly increase or decrease the number of Trust Securities issued and
Outstanding solely for the purpose of maintaining the eligibility of the Capital
Securities for quotation or listing on any national securities exchange or other
organization on which the Capital Securities are then quoted or listed;
provided, however, that in the case of clause (ii), such action shall not
adversely affect in any material respect the interests of any Securityholder,
and provided further, that in the case of clause (iv) the aggregate
Liquidation Amount of the Trust Securities Outstanding upon completion of any
such reduction must be the same as the aggregate Liquidation Amount of the Trust
Securities Outstanding immediately prior to such reduction or increase; and any
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Securityholders (or in the case of an amendment pursuant to clause
(iv), as of the date specified in the notice).

       

      (b)           Except
as provided in Section 601(c) or Section 1002(c) hereof, any
provision of this Trust Agreement may be amended by the Property Trustee, the
Administrative Trustees and the Depositor (i) with the consent of Trust
Securityholders representing not less than a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding (such consent being obtained
in accordance with Section 603 or 606 hereof); and (ii) upon 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 shall not cause the Trust to be taxable as a corporation or affect the
Trust’s status as a grantor trust for United States federal income tax purposes
or the Trust’s exemption from status as an ‘investment company’ under the
Investment Company 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 603 or 606 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;

       


      
        
           


        

        
          43

           


        

        
           


        

      


      notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 603 or 606 hereof),
this paragraph (c) of this Section 1002 may not be
amended.

       

      (d)           Notwithstanding
any other provisions of this Trust Agreement, no Trustee shall enter into or
consent to any amendment to this Trust Agreement which would cause the Trust to
fail or cease to qualify for the exemption from status as an “investment
company” under the Investment Company Act or to 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 and the Debenture Trustee 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 has been effected in compliance with this
Trust Agreement and all conditions precedent herein provided for relating to
such action have been met.

       

      SECTION 1003 
SEPARABILITY.

       

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

       

      SECTION 1004 
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
THEREOF).

       

      SECTION 1005 
CONSENT TO JURISDICTION; SERVICE OF PROCESS.

       

      Each
party hereto (a) irrevocably submits to the exclusive jurisdiction of any
federal or state court sitting in Wilmington, Delaware in respect of any action
or proceeding arising out of or related to in any manner whatsoever this Trust
Agreement, (b) expressly submits and consents in advance to such
jurisdiction in any action or suit commenced in any such court, and hereby
waives any objection such party may have based upon lack of personal
jurisdiction, improper venue or forum non conveniens, and (c) consents to
the service of process by mail. Nothing herein shall affect the right of any
party to serve legal process in any manner permitted by law or affect its right
to bring any action in any other court.

       

      SECTION 1006 
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 which is a Business Day, except that, if such Business
Day is in the next succeeding calendar year, such payment

       


      
        
           


        

        
          44

           


        

        
           


        

      


      shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same force and effect as though made on the date fixed for such
payment, and no distribution shall accumulate thereon for the period after such
date.

       

      SECTION 1007 
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(s), including any
successor by operation of law. Except in connection with a consolidation, merger
or sale involving the Depositor that is permitted under Article XII 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 1008 
HEADINGS.

       

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

       

      SECTION 1009 
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
Holder of Capital Securities, to such Holder as such Securityholder’s name and
address may appear on the Securities Register; and (b) in the case of the
Holder of Common Securities or the Depositor, to First Financial Holdings, Inc.,
34 Broad Street, Charleston, South Carolina 29401, Attention: _______, facsimile
no.: (843) ___-____. Any notice to the Holders of Capital Securities shall also
be given to such owners as have, within two years preceding the giving of such
notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

       

      Any
notice, demand or other communication which by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Trust,
the Property Trustee or the Administrative Trustees shall be given in writing
addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890-1605; (b) with respect to
the Delaware Trustee, to Wilmington Trust Company, 1100 North Market Street,
Wilmington, Delaware 19890-1605; and (c) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked
“Attention: Administrative Trustees of First Financial Capital Trust II.” 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 1010 
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 of 1978, as amended) (collectively, “Bankruptcy Laws”) or otherwise join in
the commencement of any

       


      
        
           


        

        
          45

           


        

        
           


        

      


      proceeding
against the Trust under any Bankruptcy Law. In the event the Depositor or any of
the Trustees takes action in violation of this Section 1010, the Property
Trustee agrees, for the benefit of Securityholders, that at the expense of the
Depositor (which expense shall be paid prior to the filing), it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor or such Trustee against the Trust or the
commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1010 shall survive the
termination of this Trust Agreement.

       

      SECTION 1011 
TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

       

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

       

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

       

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

       

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

       

      SECTION 1012 
ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

       

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

       

      SECTION 1013 
COUNTERPARTS.

       

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

       

      [SIGNATURE PAGE
FOLLOWS]


      
        
           


        

        
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                FIRST FINANCIAL HOLDINGS,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      
	 
      	 
      
	 
      	
                WILMINGTON TRUST COMPANY,
      AS

                 PROPERTY
      TRUSTEE

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                WILMINGTON
      TRUST

                 COMPANY, AS DELAWARE
      TRUSTEE

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                _____________,

              
	 
      	
                as Administrative
      Trustee

              
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                _____________,

              
	 
      	
                as Administrative
      Trustee

              
	 
      	 
      	 
      
	 
      	 
      
	 
      	
                _____________,

              
	 
      	
                as Administrative
      Trustee

              
	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
A

      


      CERTIFICATE
OF TRUST

      OF

      FIRST
FINANCIAL CAPITAL TRUST II

      


      THIS
CERTIFICATE OF TRUST OF FIRST FINANCIAL CAPITAL TRUST II (the “Trust”), is
being duly executed and filed by Wilmington Trust Company, as Delaware
Trustee,  to form a Delaware statutory trust under the Delaware
Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the
“Act”).

       

      
        	
                1.

              	
                NAME. 
      The name of the Delaware statutory trust formed hereby is First Financial
      Capital Trust II.

              


      

       

      
        	
                2.

              	
                DELAWARE
      TRUSTEE.  The name and business address of the trustee of the Trust
      in the State of Delaware is Wilmington Trust Company, 1100 North Market
      Street, Wilmington, Delaware
19890-1605.

              


      

       

      
        	
                3.

              	
                EFFECTIVE
      DATE.  This Certificate of Trust shall be effective upon
      filing.

              


      

       

      IN
WITNESS WHEREOF, the undersigned has executed this Certificate of Trust in
accordance with Section 3811(a)(1) of the Act.

       

      
        	 
      	
                Wilmington Trust Company,
      as

                 Delaware
      trustee

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	 
      
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	 
      
	 
      	 
      	 
      	 
      


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
B

      


      THIS
CERTIFICATE IS NOT TRANSFERABLE TO ANY PERSON OTHER THAN AS SET FORTH IN THE
TRUST AGREEMENT (AS DEFINED BELOW)

      


      
        	
                CERTIFICATE
      NUMBER

              	
                NUMBER OF COMMON
      SECURITIES

              


      

      


      CERTIFICATE
EVIDENCING COMMON SECURITIES

      OF

      FIRST
FINANCIAL CAPITAL TRUST II

      


      COMMON
SECURITIES

      (LIQUIDATION
AMOUNT $25 PER COMMON SECURITY)

      


      FIRST
FINANCIAL CAPITAL TRUST II, a statutory trust created under the laws of the
State of Delaware (the “Trust”), hereby certifies that FIRST FINANCIAL HOLDINGS,
INC. (the “Holder”) is the registered owner of                                                     
(                 )
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the Common Securities (liquidation amount
$25 per Common Security) (the “Common Securities”). In accordance with
Section 510 of the Trust Agreement (as defined below), the Common
Securities are not transferable and any attempted transfer hereof shall be void.
The designations, rights, privileges, restrictions, preferences, and other terms
and provisions of the Common Securities are set forth in, and this certificate
and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of               ,
20__, as the same may be amended from time to time (the “Trust Agreement”),
including the designation of the terms of the Common Securities as set forth
therein. The Trust shall furnish a copy of the Trust Agreement to the Holder
without charge upon written request to the Trust at its principal place of
business or registered office.

       

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

       

      IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
this certificate this       
day of                   ,
20__.

       

      
        	 
      	
                FIRST FINANCIAL CAPITAL TRUST
      II

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:      Administrative
      Trustee

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
C

      


      AGREEMENT
AS TO EXPENSES AND LIABILITIES

      


      AGREEMENT
AS TO EXPENSES AND LIABILITIES (this “Agreement”) dated as of                 ,
20__, between First Financial Holdings, Inc., a Delaware corporation (the
“Company”), and First Financial Capital Trust II, a Delaware statutory trust
(the “Trust”).

       

      RECITALS

      WHEREAS,
the Trust intends to issue its common securities (the “Common Securities”) to,
and receive       %
Junior Subordinated Debentures (the “Debentures”) from, the Company and to issue
and sell   ___% Cumulative Trust Capital Securities (the “Capital
Securities”) with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of                 
, 20__, as the same may be amended from time to time (the “Trust
Agreement”);

       

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

       

      NOW,
THEREFORE, in consideration of the purchase by each holder of the Capital
Securities, which purchase the Company hereby agrees shall benefit the Company
and which purchase the Company acknowledges shall be made in reliance upon the
execution and delivery of this Agreement, the Company, including in its capacity
as holder of the Common Securities, and the Trust hereby agree as
follows:

       

      ARTICLE
I

      


      SECTION 1.1 
GUARANTEE BY THE COMPANY.

      


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

       

      SECTION 1.2 
TERM OF AGREEMENT.

      


      This
Agreement shall terminate and be of no further force and effect upon the later
of (a) the date on which full payment has been made of all amounts payable
to all holders of all the Capital Securities (whether upon redemption,
liquidation, exchange or otherwise); and (b) the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Capital Securities or any Beneficiary must restore payment of any sums
paid under the Capital Securities, under any obligation, under the Capital
Securities Guarantee Agreement dated the date hereof by the Company and
Wilmington Trust Company as guarantee trustee or under this Agreement for any
reason whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

       


      
        
           


        

        
           


           


        

        
           


        

      


      SECTION 1.3 
WAIVER OF NOTICE.

      


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

       

      SECTION 1.4 
NO IMPAIRMENT.

      


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

       

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

       

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

       

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

       

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

       

      SECTION 1.5 
ENFORCEMENT.

      


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

       

      ARTICLE
II

      


      SECTION 2.1 
BINDING EFFECT.

      


      All
guarantees and agreements contained in this Agreement shall bind the successors,
assigns, receivers, trustees and representatives of the Company and shall inure
to the benefit of the Beneficiaries.

       

      SECTION 2.2 
AMENDMENT.

      


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

       


      
        
           


        

        
           


           


        

        
           


        

      


      SECTION 2.3 
NOTICES.

      


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

       

      First Financial Capital Trust
II

      c/o First Financial Holdings,
Inc.

      34 Broad Street

      Charleston, South Carolina 29401

      Facsimile No.:
(      )
      -

      Attention:

      


      First Financial Holdings,
Inc.

      34 Broad Street

      Charleston, South Carolina 29401

      Facsimile No.:
(      )
      -

      Attention:

      


      SECTION 2.4 
GOVERNING LAW.

      


      This
agreement shall be governed by and construed and interpreted in accordance with
the laws of the State of Delaware (without regard to conflict of laws
principles).

       

      [SIGNATURE PAGE TO
FOLLOW]

      



      
        
           


        

        
           


           


        

        
           


        

      


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

       

      


      
        	 
      	
                FIRST FINANCIAL HOLDINGS,
      INC.

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              
	 
      	 
      	 
      
	 
      	
                FIRST FINANCIAL CAPITAL TRUST
      II

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                     Title:  Administrative
      Trustee

              


      


      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
D

      


      
        	
                CERTIFICATE
      NUMBER

              	
                NUMBER OF CAPITAL
      SECURITIES

              


      

       

      CERTIFICATE EVIDENCING CAPITAL
SECURITIES

       OF

       FIRST FINANCIAL CAPITAL TRUST
II

       

              % CUMULATIVE TRUST CAPITAL
SECURITIES

       (LIQUIDATION AMOUNT $25 PER
CAPITAL SECURITY)

       

      
        	 
      	
                CUSIP
  NO.

              


      

       

      First
Financial Capital Trust II, a statutory trust created under the laws of the
State of Delaware (the “Trust”), hereby certifies that                   
(the “Holder”) is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust and
designated the         %
Cumulative Trust Capital Securities (liquidation amount $25 per Capital
Security) (the “Capital Securities”).  The Capital 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 504 of the Trust Agreement
(as defined herein). The designations, rights, privileges, restrictions,
preferences, and other terms and provisions of the Capital Securities are set
forth in, and this Certificate and the Capital Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of               ,
20__, as the same may be amended from time to time (the “Trust Agreement”),
including the designation of the terms of Capital Securities as set forth
therein.  The Holder is entitled to the benefits of the Capital Securities
Guarantee Agreement entered into by First Financial Holdings, Inc., a Delaware
corporation, and Wilmington Trust Company, as guarantee trustee, dated as of
             ,
20__, as the same may be amended from time to time (the “Guarantee”), to the
extent provided therein. The Trust shall 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.

       

      Unless
the Certificate of Authentication has been manually executed by the Property
Trustee, this Certificate is not valid or effective.

       


      
        
           


        

        
           


           


        

        
           


        

      


      IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed
this Certificate this      
day of                 ,
20__.

       

      
        	 
      	 
      	
                FIRST FINANCIAL CAPITAL TRUST
      II

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title: Administrative
      Trustee

              
	 
      	 
      	 
      


      

      


      This is
one of the        %
Cumulative Trust Capital Securities referred to in the within-mentioned Amended
and Restated Trust Agreement.

       

      
        	 
      	 
      	
                WILMINGTON TRUST COMPANY as
      Property

                 Trustee

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                AUTHORIZED
      SIGNATURE

              


      

      



      
        
           


        

        
           


           


        

        
           


        

      


      LEGEND

       FOR CERTIFICATES
EVIDENCING

       GLOBAL CAPITAL SECURITIES
ONLY:

       

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

       


      
        
           


        

        
           


           


        

        
           


        

      


      (FORM OF REVERSE OF
CERTIFICATE]

       

      The Trust
will furnish without charge to any registered owner of Capital Securities who so
requests, a copy of the Trust Agreement and the Guarantee. Any such request
should be in writing and addressed to First Financial Capital Trust II, c/o
Secretary of First Financial Holdings, Inc., 34 Broad Street, Charleston, South
Carolina 29401 or to the Registrar named on the face of this
Certificate.

       

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

       

      TEN
COM—                        
As tenants in common

       

      TEN
ENT—                          
As tenants by the entireties

       

      CT
TEN—                            
As joint tenants with right of survival

       

      UNIF GIFT MIN ACT— Under Uniform Gift to
Minors Act and not as tenants

       

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

       

      ASSIGNMENT

       

      FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto:

       

       

      (Please insert social security or other
identifying number of assignee)

       

       

       (insert address and zip code of
assignee)

       

      the within Certificate and all rights
and interests represented by the Capital Securities evidenced thereby, and
hereby irrevocably constitutes and appoints attorney to transfer the said
Capital Securities on the books of

       

      the within-named Trust with full power
of substitution in the premises.

       

      
        	
                Dated:

              	 
      	 
      	
                Signature:

              	 
      
	 
      	 
      	 
      	
                Note: The signature(s) to
      this assignment must correspond with the name(s) as written upon the
      face of this Certificate in every particular, without alteration or
      enlargement, or any change
whatever.

              


      

       

      
        	
                Signature(s) Guaranteed:

              
	 
      
	 
      	 
      
	
                NOTICE: Signature(s) must be
      guaranteed by

                 an “eligible guarantor
      institution” that is

                 a member or participant in a
      “signature

                 guarantee program” (i.e.,
      the Securities

                 Transfer Agents Medallion
      Program, the

                 Stock Exchange Medallion
      Program or

                 the New York Stock
      Exchange, Inc.

                 Medallion Signature
      Program).

              


      


      
        
           


        

        
           


           


        

        
           


        

      


      EXHIBIT
E

      


      FORM OF
CAPITAL SECURITIES CERTIFICATE AUTHENTICATION

      


      This is
one of the        %
Cumulative Trust Capital Securities referred to in the within-mentioned Amended
and Restated Trust Agreement.

       

       

      
        	 
      	
                WILMINGTON TRUST COMPANY as
      Property

                 Trustee

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                AUTHORIZED
      SIGNATURE