<PAGE>

                                                                  Exhibit (4)(j)






================================================================================

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                                    KEYCORP,
                                  as Depositor,

                      DEUTSCHE BANK TRUST COMPANY AMERICAS,
                              as Property Trustee,

                      DEUTSCHE BANK TRUST COMPANY DELAWARE,
                              as Delaware Trustee,

                                       and

                           THE ADMINISTRATIVE TRUSTEES
                                  NAMED HEREIN

                                  Dated as of .

                               KEYCORP CAPITAL VII

================================================================================

<PAGE>

                               KeyCorp Capital VII

Reconciliation and tie between the Trust Indenture Act of 1939 (including
cross-references to provisions of Sections 310 to and including 318(a) which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the
Trust Reform Act of 1990, are a part of and govern the Indenture whether or not
physically contained therein) and the Amended and Restated Trust Agreement,
dated as of ..

<TABLE>
<CAPTION>
 Trust Indenture                                                                    Trust Agreement
Act      Section                                                                        Section
---------------------                                                            --------------------
<S>                                                                              <C>
310        (a)(1) .............................................................  8.7
           (a)(2) .............................................................  8.7
           (a)(3) .............................................................  8.9
           (a)(4) .............................................................  2.7(a)(ii)(E)
           (b) ................................................................  8.8, 10.10
           (c) ................................................................  Not Applicable
311        (a) ................................................................  8.13
           (b) ................................................................  8.13
           (c) ................................................................  Not Applicable
312        (a) ................................................................  5.7, 10.10
           (b) ................................................................  5.7, 10.10
           (c) ................................................................  5.7, 10.10
313        (a) ................................................................  8.14(a)
           (a)(4) .............................................................  8.14(b)
           (b) ................................................................  8.14(b)
           (c) ................................................................  10.8
           (d) ................................................................  8.14(c)
314        (a) ................................................................  8.15
           (b) ................................................................  Not Applicable
           (c)(1) .............................................................  8.16
           (c)(2) .............................................................  8.16
           (c)(3) .............................................................  Not Applicable
           (d) ................................................................  Not Applicable
           (e) ................................................................  1.1, 8.16
315        (a) ................................................................  8.1(a), 8.3(a)
           (b) ................................................................  8.2, 10.8
           (c) ................................................................  8.1(a), 8.1(d)(iii)
           (d) ................................................................  8.1, 8.3
           (e) ................................................................  Not Applicable
316        (a)(1)(A) ..........................................................  Not Applicable
           (a)(1)(B) ..........................................................  5.13(b)
           (a)(2) .............................................................  Not Applicable
           (b) ................................................................  5.13(c)
           (c) ................................................................  6.7
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<CAPTION>
 Trust Indenture                                                                 Trust Agreement
Act      Section                                                                     Section
------------------                                                              ----------------
<S>                                                                             <C>
317        (a)(1) .............................................................  Not Applicable
           (a)(2) .............................................................  Not Applicable
           (b) ................................................................  5.10
318        (a) ................................................................  10.10
</TABLE>

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

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
                                                                                          ----

                                   ARTICLE I

                                 Defined Terms
<S>                                                                                        <C>
SECTION 1.1. Definitions  ..........................................................       2

                                   ARTICLE II

                        Continuation of the Issuer Trust

SECTION 2.1. Name  .................................................................      11
SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business  ..........      11
SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses  ......      12
SECTION 2.4. Issuance of the Capital Securities  ...................................      12
SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of
             Debentures  ...........................................................      12
SECTION 2.6. Continuation of Trust  ................................................      12
SECTION 2.7. Authorization to Enter into Certain Transactions  .....................      13
SECTION 2.8. Assets of Trust  ......................................................      17
SECTION 2.9. Title to Trust Property  ..............................................      17

                                  ARTICLE III

                                Payment Account

SECTION 3.1. Payment Account  ......................................................      17

                                   ARTICLE IV

                           Distributions; Redemption

SECTION 4.1. Distributions  ........................................................      18
SECTION 4.2. Redemption  ...........................................................      19
SECTION 4.3. Subordination of Common Securities  ...................................      21
SECTION 4.4. Payment Procedures  ...................................................      21
SECTION 4.5. Tax Returns and Reports  ..............................................      22
SECTION 4.6. Payment of Taxes, Duties, Etc. of the Issuer Trust  ...................      22
SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions  ...............      22
SECTION 4.8. Liability of the Holder of Common Securities  .........................      22
SECTION 4.9. Exchanges  ............................................................      23
</TABLE>

                                     -iii-

<PAGE>

                                   ARTICLE V

                         Trust Securities Certificates
<TABLE>
<S>                                                                                       <C>
SECTION 5.1. Initial Ownership .....................................................      23
SECTION 5.2. The Trust Securities Certificates .....................................      24
SECTION 5.3. Execution and Delivery of Trust Securities Certificates ...............      24
SECTION 5.4. Book-Entry Capital Securities .........................................      24
SECTION 5.5. Registration of Transfer and Exchange of Capital Securities
             Certificates ..........................................................      26
SECTION 5.6. Mutilated, Destroyed, Lost or Stolen Trust Securities
             Certificates  .........................................................      29
SECTION 5.7. Persons Deemed Holders ................................................      29
SECTION 5.8. Access to List of Holders' Names and Addresses. .......................      30
SECTION 5.9. Maintenance of Office or Agency .......................................      30
SECTION 5.10. Appointment of Paying Agent ..........................................      30
SECTION 5.11. Ownership of Common Securities by Depositor ..........................      31
SECTION 5.12. Notices to Clearing Agency ...........................................      31
SECTION 5.13. Rights of Holders ....................................................      31

                                   ARTICLE VI

                       Acts of Holders; Meetings; Voting

SECTION 6.1. Limitations on Voting Rights ..........................................      33
SECTION 6.2. Notice of Meetings ....................................................      34
SECTION 6.3. Meetings of Holders of Capital Securities .............................      35
SECTION 6.4. Voting Rights .........................................................      35
SECTION 6.5. Proxies, Etc ..........................................................      35
SECTION 6.6. Holder Action by Written Consent ......................................      36
SECTION 6.7. Record Date for Voting and Other Purposes .............................      36
SECTION 6.8. Acts of Holders .......................................................      36
SECTION 6.9. Inspection of Records .................................................      37

                                  ARTICLE VII
                         Representations and Warranties

SECTION 7.1. Representations and Warranties of the Property Trustee and the
             Delaware Trustee ......................................................      37
SECTION 7.2. Representations and Warranties of Depositor ...........................      39

                                  ARTICLE VIII

                              The Issuer Trustees

SECTION 8.1. Certain Duties and Responsibilities ...................................      39
SECTION 8.2. Certain Notices .......................................................      41
</TABLE>

                                      -iv-

<PAGE>

<TABLE>
<S>                                                                                       <C>
SECTION 8.3.   Certain Rights of Property Trustee ....................................     41
SECTION 8.4.   Not Responsible for Recitals or Issuance of Securities ................     43
SECTION 8.5.   May Hold Securities ...................................................     43
SECTION 8.6.   Compensation; Indemnity; Fees .........................................     44
SECTION 8.7.   Corporate Property Trustee Required; Eligibility of Issuer
               Trustees ..............................................................     45
SECTION 8.8.   Conflicting Interests .................................................     45
SECTION 8.9.   Co-Trustees and Separate Trustee ......................................     46
SECTION 8.10.  Resignation and Removal; Appointment of Successor .....................     47
SECTION 8.11.  Acceptance of Appointment by Successor ................................     48
SECTION 8.12.  Merger, Conversion, Consolidation or Succession to Business ...........     49
SECTION 8.13.  Preferential Collection of Claims Against Depositor or the Issuer
               Trust .................................................................     49
SECTION 8.14.  Reports by Property Trustee ...........................................     50
SECTION 8.15.  Reports to the Property Trustee .......................................     51
SECTION 8.16.  Evidence of Compliance with Conditions Precedent ......................     51
SECTION 8.17.  Number of Issuer Trustees .............................................     51
SECTION 8.18.  Delegation of Power ...................................................     51
SECTION 8.19.  Appointment of Administrative Trustees ................................     52

                                   ARTICLE IX

                      Termination, Liquidation and Merger

SECTION 9.1.   Dissolution Upon Expiration Date ......................................     52
SECTION 9.2.   Early Termination .....................................................     52
SECTION 9.3.   Termination ...........................................................     53
SECTION 9.4.   Liquidation ...........................................................     53
SECTION 9.5.   Mergers, Consolidations, Amalgamations or Replacements of the
               Issuer Trust ..........................................................     55

                                   ARTICLE X

                            Miscellaneous Provisions

SECTION 10.1.  Limitation of Rights of Holders .......................................     56
SECTION 10.2.  Amendment .............................................................     56
SECTION 10.3.  Separability ..........................................................     57
SECTION 10.4.  Governing Law .........................................................     57
SECTION 10.5.  Payments Due on Non-Business Day ......................................     58
SECTION 10.6.  Successors ............................................................     58
SECTION 10.7.  Headings ..............................................................     58
SECTION 10.8.  Reports, Notices and Demands ..........................................     58
SECTION 10.9.  Agreement Not to Petition .............................................     59
SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act ................     59
</TABLE>

                                      -v-

<PAGE>

<TABLE>
<S>                                                                                       <C>
SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee and Indenture .......    60
SECTION 10.12. Counterparts ..........................................................    60


Exhibit A      Certificate of Trust
Exhibit B      DTC Letter of Representation
Exhibit C      Form of Common Securities Certificate
Exhibit D      Expense Agreement
Exhibit E      Form of Capital Securities Certificate
</TABLE>

                                      -vi-

<PAGE>

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of ., among (i) KEYCORP,
an Ohio corporation (including any successors or assigns, the "Depositor"), (ii)
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) a
New York banking corporation, as property trustee (in such capacity, the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) Deutsche Bank Trust Company
Delaware (formerly known as Bankers Trust (Delaware)), a Delaware banking
corporation, as Delaware trustee (the "Delaware Trustee"), (iv) Louis D. Raffis,
an individual, and Daniel R. Stolzer, an individual, each of whose address is
c/o KeyCorp, 127 Public Square, Cleveland, Ohio 44144 (each an "Administrative
Trustee" and collectively the "Administrative Trustees") (the Property Trustee,
the Delaware Trustee and the Administrative Trustees being referred to
collectively as the "Issuer Trustees") and (v) the several HOLDERS, as
hereinafter defined.

                               W i t n e s s e t h

         Whereas, the Depositor and certain of the Issuer Trustees have
heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by entering into that certain Trust Agreement, dated
as of May 21, 2002 (the "Original Trust Agreement"), and by the execution and
filing by certain of the Issuer Trustees with the Secretary of State of the
State of Delaware of the Certificate of Trust (the "Certificate of Trust"),
filed on May 21, 2002, attached as Exhibit A; and

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

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

<PAGE>

                                   ARTICLE I

                                  Defined Terms

         SECTION 1.1. Definitions.

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

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

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

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

              (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; and

              (e) unless the context otherwise requires, any reference to a
         statute, rule or regulation refers to the same (including any successor
         statute, rule or regulation thereto) as it may be amended from time to
         time.

         "Act" has the meaning specified in Section 6.8.

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

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

         "Administrative Trustees" means each Person appointed in accordance
with Section 8.19 solely in such Person's capacity as Administrative Trustee of
the Issuer Trust and not in such Person's individual capacity, or any successor
Administrative Trustee appointed as herein provided. The initial Administrative
Trustees are Louis D. Raffis and Daniel R. Stolzer.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, that the Issuer Trust
shall not be deemed an

                                      -2-

<PAGE>

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

         "Applicable Procedures" means, with respect to any transfer or
transaction involving Book-Entry Capital Securities, the rules and procedures of
the Clearing Agency for such Book-Entry Capital Securities, in each case to the
extent applicable to such transaction and as in effect from time to time.

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

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

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

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

         "Bankruptcy Laws" has the meaning specified in Section 10.9.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, and delivered to the Issuer Trustees.

                                      -3-

<PAGE>

         "Book-Entry Capital Securities" means a beneficial interest in a Global
Capital Securities Certificate, the ownership and transfers of which shall be
made through book entries by a Clearing Agency as described in Section 5.4.

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

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

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

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

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

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

         "Closing Date" has the meaning given to such term in the Underwriting
Agreement, which date is also the date of execution and delivery of this Trust
Agreement.

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

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

         "Common Securities Certificate" means a certificate evidencing Common
Securities, substantially in the form attached as Exhibit C.

         "Common Security" means an undivided beneficial interest in the assets
of the Issuer Trust, having a Liquidation Amount of $. and having the rights
provided therefor

                                      -4-

<PAGE>

in this Trust Agreement, including the right to receive Distributions and a
Liquidation Distribution as provided herein.

         "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located in New
York, New York which on the date of this Trust Agreement is 60 Wall Street, MS
JCY03-0603, New York, New York 10005 - Attention: Corporate Trust and Agency
Services, and (ii) when used with respect to the Debenture Trustee, its
Corporate Trust Office as defined in the Indenture.

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

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

         "Debenture Trustee" means Deutsche Bank Trust Company Americas, a New
York banking corporation and any successor thereto.

         "Debentures" means the aggregate principal amount of the Depositor's.%
Junior Subordinated Deferrable Interest Debentures, issued pursuant to the
Indenture.

         "Definitive Capital Securities Certificates" means either or both (as
the context requires) of (a) Capital Securities Certificates issued as
Book-Entry Capital Securities as provided in Section 5.2 or 5.4 and (b) Capital
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.2, 5.4 or 5.5.

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

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

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

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

         "Distribution Rate" means, with respect to any Distribution Period, a
rate per annum equal to the Interest Rate (as defined in the Debentures) with
respect to the Interest Period under (and as defined in) the Debentures that
begins on the same date as such Distribution Period begins and ends on the same
date as such Distribution Period ends.

                                      -5-

<PAGE>

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

         "DTC" means The Depository Trust Company.

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

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

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

              (b) default by the Issuer 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 Issuer 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 Issuer Trustees in this
         Trust Agreement (other than a covenant or warranty a default in the
         performance or breach of which is described 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
         Issuer Trustees and the Depositor by the Holders of at least 25% in
         aggregate Liquidation Amount of the Outstanding Capital Securities a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default"
         hereunder; or

              (e) the occurrence of a Bankruptcy Event with respect to the
         Property Trustee and a successor Property Trustee not being appointed
         within 90 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.

         "Expense Agreement" means the Agreement as to Expenses and Liabilities
between KeyCorp, as Holder of the Common Securities, and the Issuer Trust, to be
dated the date hereof, substantially in the form attached as Exhibit D, as
amended from time to time.

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

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

                                      -6-

<PAGE>

         "Global Capital Securities Certificate" means a Capital Securities
Certificate that is registered in the Security Register in the name of a
Clearing Agency or a nominee thereof.

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and Deutsche Bank Trust Company Americas, as trustee, for the benefit
of the holders of the Capital Securities, as amended from time to time.

         "Holder" means a Person in whose name a Trust Security or Trust
Securities is or are registered in the Securities Register; any such Person
shall be a beneficial owner within the meaning of the Delaware Business Trust
Act; provided, however, that in determining whether the Holders of the requisite
amount of Capital Securities have voted on any matter provided for in this Trust
Agreement, then for the purpose of any such determination, so long as Definitive
Capital Securities Certificates have not been issued, the term Holders as used
herein shall refer to the Owners, notwithstanding the provisions of Section 5.7
of this Trust Agreement.

         "Indenture" means the Indenture, dated as of December 4, 1996, between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

         "Issuer Trust" means the business trust created under the laws of the
State of Delaware and identified on the cover page to this Trust Agreement.

         "Issuer Trustees" means the parties identified as the "Issuer Trustees"
in the preamble to 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 a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Debentures to
Holders in connection with a dissolution or liquidation of the Issuer Trust,
Debentures having a principal amount equal to the aggregate Liquidation Amount
of the Trust Securities of the Holder to whom such Debentures are distributed,
and (c) with respect to a distribution of Debentures to the Depositor or any of
its Affiliates pursuant to Section 4.9, Debentures having a principal amount
equal to the aggregate Liquidation Amount of the Capital Securities of the
Depositor or its Affiliate(s) to whom such Debentures are distributed.

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

                                      -7-

<PAGE>

         "Liquidation Date" means the date on which the Debentures are
distributed to the Holders pursuant to Section 9.4(a).

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

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

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

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

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

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

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

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

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

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

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

                                      -8-

<PAGE>

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

              (c) Trust Securities which have been paid or in exchange for or in
         lieu of which other Trust Securities have been executed and delivered
         pursuant to Sections 5.4, 5.5, and 5.6;

provided, however, that in determining whether the Holders of the requisite
aggregate 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 Issuer Trustee or any
Affiliate of the Depositor or any Issuer Trustee shall be disregarded and deemed
not to be Outstanding, except that (a) in determining whether any Issuer Trustee
or any Administrative Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Capital Securities that a Responsible Officer of such Issuer Trustee or such
Administrative Trustee, as the case may be, 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
Issuer Trustees, one or more of the Administrative Trustees and/or any such
Affiliate. Capital Securities so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to act with respect to such
Capital Securities and that the pledgee is not the Depositor or any Affiliate of
the Depositor.

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

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.10 and shall initially be the Bank.

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

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

                                      -9-

<PAGE>

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

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

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

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

         "Responsible Officer" means, when used with respect to the Property
Trustee, any officer assigned to the Corporate Trust Office, including any
managing director, director, principal vice president, assistant vice president,
assistant treasurer, assistant secretary, associate, or any other officer of the
Property Trustee customarily performing functions similar to those performed by
any of the above designated officers, and also, with respect to a particular
matter, any other officer, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and with
respect to the Delaware Trustee, any officer of the Delaware Trustee customarily
performing functions similar to those performed by any of the above designated
officers, and also, with respect to a particular matter, any other officer, to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.5(a).

         "Successor Capital Security" of any particular Capital Security means
every Capital Security issued after, and evidencing all or a portion of the same
beneficial interest in the Issuer Trust as that evidenced by, such particular
Capital Security; and, for the purposes of this definition, any Capital Security
executed and delivered under Section 5.6 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Capital Security shall be deemed to
evidence the same beneficial interest as the mutilated, destroyed, lost or
stolen Capital Securities Certificate.

         "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including (i) all exhibits hereto and (ii) for all
purposes of this Trust

                                      -10-

<PAGE>

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

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

         "Trust Property" means (a) the Debentures, (b) the rights of the Issuer
Trust under the Expense Agreement, (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 Securities Certificate" means any one of the Common Securities
Certificates or the Capital Securities Certificates.

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

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
.., among the Issuer Trust, the Depositor and the Underwriters named therein, as
the same may be amended from time to time.

                                   ARTICLE II

                        Continuation of the Issuer Trust

         SECTION 2.1.  Name.

         The Issuer Trust continued hereby shall be known as "KeyCorp Capital
VII," 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
Issuer Trustees, in which name the Issuer Trustees may conduct the business of
the Issuer Trust, make and execute contracts and other instruments on behalf of
the Issuer Trust and sue and be sued.

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

         The address of the Delaware Trustee in the State of Delaware is E.A.
Delle Donne Corporate Center, Montgomery Bldg., 1011 Centre Road, Suite 200,
Wilmington, Delaware 19805-1266, or such other address in the State of Delaware
as the Delaware Trustee may designate by written notice to the Holders and the
Depositor. The principal

                                      -11-

<PAGE>

executive office of the Issuer Trust is in care of KeyCorp, 127 Public Square,
Cleveland, Ohio 44114-1306, Attn: Corporate Treasury.

         SECTION 2.3.  Initial Contribution of Trust Property; Organizational
Expenses.

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

         SECTION 2.4.  Issuance of the Capital Securities.

         On ., the Depositor, both on its own behalf and on behalf of the Issuer
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 Issuer Trust,
shall execute in accordance with Sections 5.2, 5.3 and 8.9(a) and deliver to the
Underwriters, Capital Securities Certificates, registered in the names requested
by the Underwriters or a representative thereof, evidencing . Capital Securities
having an aggregate Liquidation Amount of $., against receipt of the aggregate
purchase price for such Capital Securities of $. by the Property Trustee.

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

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall
execute in accordance with Sections 5.2 and 5.3 and the Property Trustee shall
deliver to the Depositor Common Securities Certificates, registered in the name
of the Depositor, evidencing . Common Securities having an aggregate Liquidation
Amount of $. against payment by the Depositor of such amount to the Property
Trustee. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Issuer Trust, shall subscribe for and purchase from the Depositor the
Debentures, registered in the name of the Property Trustee on behalf of the
Issuer 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 Issuer Trust, shall deliver to the Depositor the sum of $. (being
the sum of the amounts delivered to the Property Trustee pursuant to (i) Section
2.4 and (ii) this Section 2.5).

         SECTION 2.6.  Continuation of Trust.

         The exclusive purposes and functions of the Issuer Trust are (a) to
issue and sell Trust Securities and to use the proceeds from such sale to
acquire the Debentures, and (b) to engage in only those activities necessary or
incidental thereto. The Depositor

                                      -12-

<PAGE>

hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all
the rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the benefit of the Issuer Trust and the Holders. The
Administrative Trustees shall have only those ministerial duties set forth
herein with respect to accomplishing the purposes of the Issuer Trust and, to
the fullest extent permitted by law, shall not be fiduciaries with respect to
the Issuer Trust or the Holders. The Property Trustee shall have the power to
perform those duties assigned to the Administrative Trustees. 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 Issuer Trustees of the Issuer Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act
and for taking such actions as are required to be taken by a Delaware Trustee
under the Delaware Business Trust Act.

         SECTION 2.7.  Authorization to Enter into Certain Transactions.

         (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust
in accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this Section 2.7, and in accordance with the
following provisions (i) and (ii), the Issuer Trustees shall have the authority
to enter into all transactions and agreements determined by the Issuer Trustees
to be appropriate in exercising the authority, express or implied, otherwise
granted to the Issuer Trustees, as the case may be, under this Trust Agreement,
and to perform all acts in furtherance thereof, including without limitation,
the following:

              (i) Each Administrative Trustee shall have the power and authority
         to act on behalf of the Issuer Trust with respect to the following
         matters:

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


                       (B) to cause the Issuer Trust to enter into, and to
              execute and deliver on behalf of the Issuer Trust, the Expense
              Agreement and such other agreements as may be necessary in
              connection with or incidental to the purposes and function of the
              Issuer Trust;

                       (C) assisting in the registration of the Capital
              Securities under the Securities Act and under applicable 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 such securities exchange or exchanges as shall be determined
              by the Depositor, with the registration of the Capital Securities
              under the Exchange Act, and

                                      -13-

<PAGE>

              the preparation and filing of all periodic and other reports and
              other documents pursuant to the foregoing;

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

                       (F) the consent to the appointment of a Paying Agent and
              Securities Registrar in accordance with this Trust Agreement
              (which consent shall not be unreasonably withheld);

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

                       (H) the execution and delivery of closing certificates
              pursuant to the Underwriting Agreement and the application for a
              taxpayer identification number for the Issuer Trust;

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

                       (J) unless otherwise required by applicable law, to
              execute on behalf of the Issuer Trust (either acting alone or
              together with any or all of the Administrative Trustees) any
              documents that the Administrative Trustees have the power to
              execute pursuant to this Trust Agreement; and


                       (K) the taking of any action incidental to the foregoing
              as the Administrative Trustees may from time to time determine is
              necessary to give effect to the terms of this Trust Agreement for
              the benefit of the Holders (without consideration of the effect of
              any such action on any particular Holder).


              (ii)  The Property Trustee shall have the power, duty and
         authority to act on behalf of the Issuer 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 and the holding of such
              amounts in the Payment Account;

                                      -14-

<PAGE>

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

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

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

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

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

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

                       (J) any of the duties, liabilities, powers or the
              authority of the Administrative Trustees set forth herein; and in
              the event of a conflict between the action of the Administrative
              Trustees and the action of the Property Trustee, the action of the
              Property Trustee shall prevail.

         (b) So long as this Trust Agreement remains in effect, the Issuer Trust
(or the Issuer Trustees or Administrative Trustees acting on behalf of the
Issuer Trust) shall not undertake any business, activities or transaction except
as expressly provided herein or contemplated hereby. In particular, the Issuer
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 Holders, except as expressly provided herein,
(iii) take any action that would reasonably be expected to cause the Issuer
Trust to be classified as an association taxable as a corporation or as other
than 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 Property Trustee shall, at the sole cost and expense of the
Issuer Trust, defend all claims and demands of all Persons at any

                                      -15-

<PAGE>

time claiming any Lien on any of the Trust Property adverse to the interest of
the Issuer Trust or the Holders in their capacity as Holders.

         (c) In connection with the issue and sale of the Capital Securities,
the Depositor shall have the right and responsibility to assist the Issuer Trust
with respect to, or effect on behalf of the Issuer 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 Issuer Trust with the
         Commission and the execution on behalf of the Issuer Trust of a
         registration statement on the appropriate form in relation to the
         Capital Securities, including any amendments thereto, and the taking of
         any action necessary or desirable to sell the Capital Securities in a
         transaction or a series of transactions pursuant thereto;

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

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

                 (iv)  the preparation for filing by the Issuer Trust with the
         Commission and the execution on behalf of the Issuer 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 preparation and execution of a Letter of
         Representations to the Depository Trust Company on behalf of the Issuer
         Trust; and

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


                 (vii) the taking of any other actions necessary or incidental
         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 Issuer Trust
and to operate the

                                      -16-

<PAGE>

Issuer Trust so that the Issuer Trust will not be deemed to be an "investment
company" required to be registered under the 1940 Act, or to be classified as an
association taxable as a corporation or as other than a grantor trust for United
States federal income tax purposes and so that the Debentures will be treated as
indebtedness of the Depositor for United States federal income tax purposes. In
this connection, the Administrative Trustees are authorized to take any action,
not inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that each Administrative Trustee determines in its discretion to be
necessary or desirable for such purposes, as long as such action does not
adversely affect in any material respect the interests of the Holders of the
Capital Securities. In no event shall the Administrative Trustees be liable to
the Issuer Trust or the Holders for any failure to comply with this section that
results from a change in law or regulation or interpretation thereof.

         SECTION 2.8.  Assets of Trust.

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

         SECTION 2.9.  Title to Trust Property.

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

                                  ARTICLE III

                                 Payment Account

         SECTION 3.1.  Payment Account.

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

                                      -17-

<PAGE>

                                   ARTICLE IV

                            Distributions; Redemption

         SECTION 4.1.  Distributions.

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

                 (i)   Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Issuer Trust available for the payment of Distributions. Distributions
         shall accrue from ., and, except in the event (and to the extent) that
         the Depositor exercises its right to defer the payment of interest on
         the Debentures pursuant to the Indenture, shall be payable
         semi-annually in arrears on January 15 and July 15 of each year,
         commencing on .. If any date on which a Distribution is otherwise
         payable on the Trust Securities is not a Business Day, then the payment
         of such Distribution shall be made on the next succeeding day that is a
         Business Day (and without any interest or other payment in respect of
         any such delay) except that, if such Business Day is in the next
         succeeding calendar year, payment of such Distribution shall be made on
         the immediately preceding Business Day, in each case with the same
         force and effect as if made on the date such payment was originally
         payable (each date on which Distributions are payable in accordance
         with this Section 4.1(a), a "Distribution Date").

                 (ii)  Distributions shall accumulate in respect of the Capital
         Securities at a rate of .% per annum of the Liquidation Amount of the
         Trust Securities. The amount of Distributions payable for any period
         less than a full Distribution period shall be computed on the basis of
         a 360-day year of twelve 30-day months and the actual number of days
         elapsed in a partial month in a period. Distributions payable for each
         full Distribution period will be computed by dividing the rate per
         annum by two. The amount of Distributions payable for any period shall
         include any Additional Amounts in respect of such period.

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

         (b) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities at the close of business on the
relevant record date, which shall be January 1 or July 1 next preceding the
relevant Distribution Date.

                                      -18-

<PAGE>

         SECTION 4.2.  Redemption.

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

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

                 (i)   the Redemption Date;

                 (ii)  the Redemption Price or, if the Redemption Price cannot
         be calculated prior to the time the notice is required to be sent, the
         estimate of the Redemption Price provided pursuant to the Indenture
         together with a statement that it is an estimate and that the actual
         Redemption Price will be calculated on the third Business Day prior to
         the Redemption Date (and if an estimate is provided, a further notice
         shall be sent of the actual Redemption Price on the date that notice of
         such actual Redemption Price is received pursuant to the Indenture);

                 (iii) the CUSIP number or CUSIP numbers of the Capital
         Securities affected;

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

                 (v)   that on the Redemption Date the Redemption Price will
         become due and payable upon each such Trust Security to be redeemed and
         that Distributions thereon will cease to accumulate on or after said
         date, except as provided in Section 4.2(d) below; and

                 (vi)  the place or places where the Trust Securities are to be
         surrendered for the payment of the Redemption Price.

         The Issuer Trust in issuing the Trust Securities may use "CUSIP"
numbers (if then generally in use), and, if so, the Property Trustee shall
indicate the "CUSIP" numbers of the Trust Securities in notices of redemption
and related materials as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Trust Securities or as contained in any notice of
redemption and related materials.

         (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

                                      -19-

<PAGE>

shall be payable on each Redemption Date only to the extent that the Issuer
Trust has funds then on hand and available in the Payment Account for the
payment of such Redemption Price.

         (d) If the Property Trustee gives a notice of redemption in respect of
any Capital Securities, then, by 12:00 noon, New York City time, on the
Redemption Date, subject to Section 4.2(c), the Property Trustee will, with
respect to Book-Entry Capital Securities, irrevocably deposit with the Clearing
Agency for such Book-Entry Capital Securities, to the extent available therefor,
funds sufficient to pay the applicable Redemption Price and will give such
Clearing Agency irrevocable instructions and authority to pay the Redemption
Price to the Owners thereof. With respect to Capital Securities that are not
Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c),
will irrevocably deposit with the Paying Agent, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay the Redemption
Price to the Holders thereof upon surrender of their Capital Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
of Trust Securities so called for redemption will cease, except the right of
such Holders to receive the Redemption Price including any unpaid Distribution
payable on or prior to the Redemption Date, but without interest, and such Trust
Securities will cease to be Outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date will be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Issuer Trust or by the Depositor pursuant to the Guarantee, Distributions on
such Trust Securities will continue to accumulate as set forth in Section 4.1,
from the Redemption Date originally established by the Issuer Trust for such
Trust Securities to the date such Redemption Price is actually paid, in which
case the actual payment date will be the date fixed for redemption for purposes
of calculating the Redemption Price.

         (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Capital Securities. The particular Capital Securities to be redeemed shall
be selected on a pro rata basis (based upon Liquidation Amounts) not more than
60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Capital Securities not previously called for

                                      -20-

<PAGE>

redemption, provided that, so long as the Capital Securities are in
book-entry-only form, such selection shall be made in accordance with the
customary procedures for the Clearing Agency for the Capital Securities. 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 that has
been or is to be redeemed.

         SECTION 4.3.  Subordination of Common Securities.

         (a) Payment of Distributions (including any Additional Amounts) on, and
the Redemption Price of, the Trust Securities, as applicable, shall be made,
subject to Section 4.2(e), pro rata (based on Liquidation Amounts) among the
Common Securities and the Capital Securities; provided, however, that if on any
Distribution Date or Redemption Date any Event of Default resulting from a
Debenture Event of Default shall have occurred and be continuing, no payment of
any Distribution (including any Additional Amounts) 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
any Additional Amounts) 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, 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 any Additional
Amounts) on, or the Redemption Price of, Capital Securities then due and
payable.

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

         SECTION 4.4.  Payment Procedures.

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Capital Securities shall be made by check mailed to the
address of the

                                      -21-

<PAGE>

Holder entitled thereto as such address shall appear on the Securities Register
or, if the Capital Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency in immediately available funds, which shall
credit the relevant Holders' accounts at such Clearing Agency on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Holder of the Common Securities.

         SECTION 4.5.  Tax Returns and Reports.

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

         SECTION 4.6.  Payment of Taxes, Duties, Etc. of the Issuer Trust.

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

         SECTION 4.7.  Payments under Indenture or Pursuant to Direct Actions.

         Any amount payable hereunder to any Holder of Capital Securities shall
be reduced by the amount of any corresponding payment such Holder (or an Owner
with respect to the Holder's Capital Securities) has directly received pursuant
to Section 5.8 of the Indenture or Section 5.13 of this Trust Agreement.

         SECTION 4.8.  Liability of the Holder of Common Securities.

         Any Holder of the Common Securities shall be liable for the debts and
obligations of the Issuer Trust in the manner and to the extent set forth in the
Expense Agreement and agrees that it shall be subject to all liabilities to
which the Holder of the Common Securities may be subject, and shall make all
payments that the Holder of the Common Securities is required to make, under the
terms of the Expense Agreement.

                                      -22-

<PAGE>

         SECTION 4.9.  Exchanges.

         (a) If at any time the Depositor or any of its Affiliates (in either
case, a "Depositor Affiliated Owner/Holder") is the Owner or Holder of any
Capital Securities, such Depositor Affiliated Owner/Holder shall have the right
to deliver to the Property Trustee all or such portion of its Capital Securities
as it elects and receive, in exchange therefor, a Like Amount of Debentures.
Such election (i) shall be exercisable effective on any Distribution Date by
such Depositor Affiliated Owner/Holder delivering to the Property Trustee a
written notice of such election specifying the Liquidation Amount of the Capital
Securities with respect to which such election is being made and the
Distribution Date on which such exchange shall occur, which Distribution Date
shall be not less than ten Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon such
Depositor Affiliated Owner/Holder having delivered or caused to be delivered to
the Property Trustee or its designee the Capital Securities which are the
subject of such election by 10:00 A.M. New York time, on the Distribution Date
on which such exchange is to occur. After the exchange, such Capital Securities
will be cancelled and will no longer be deemed to be Outstanding and all rights
of the Depositor or its Affiliate(s) with respect to such Capital Securities
will cease.

         (b) In the case of an exchange described in Section 4.9(a), the Issuer
Trust will, on the date of such exchange, exchange Debentures having a principal
amount equal to a proportional amount of the aggregate Liquidation Amount of the
Outstanding Common Securities, based on the ratio of the aggregate Liquidation
Amount of the Capital Securities exchanged pursuant to Section 4.9(a) divided by
the aggregate Liquidation Amount of the Capital Securities Outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Depositor (which contemporaneously shall be cancelled and
no longer be deemed to be Outstanding); provided, that the Depositor delivers or
causes to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the
Distribution Date on which such exchange is to occur.

                                   ARTICLE V

                          Trust Securities Certificates

         SECTION 5.1.  Initial Ownership.

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

                                      -23-

<PAGE>

         SECTION 5.2.  The Trust Securities Certificates.

         (a) The Capital Securities Certificates and the Common Securities
Certificates shall be issued in denominations of $. Liquidation Amount and
integral multiples thereof. The Trust Securities Certificates shall be executed
on behalf of the Issuer 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 Issuer 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
Holder, and shall be entitled to the rights and subject to the obligations of a
Holder hereunder, upon due registration of such Trust Securities Certificate in
such transferee's name pursuant to Section 5.5.

         (b) Upon their original issuance, Capital Securities Certificates shall
be issued in the form of one or more Global Capital Securities Certificates
registered in the name of DTC, as Clearing Agency, or its nominee and deposited
with DTC or a custodian for DTC for credit by DTC to the respective accounts of
the Owners thereof (or such other accounts as they may direct).

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

         SECTION 5.3.  Execution and Delivery of Trust Securities Certificates.

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

         SECTION 5.4.  Book-Entry Capital Securities.

         As provided in Section 5.2(b), Capital Securities, upon original
issuance, will be issued in the form of Global Capital Securities Certificates
representing Book-Entry Capital Securities, to be delivered to DTC or its
nominee by, or on behalf of, the Issuer Trust. Such Global Capital Securities
Certificates shall initially be registered on the Securities Register in the
name of Cede & Co., the nominee of DTC, and no Owner will receive a Definitive
Capital Securities Certificate representing such Owner's interest in such
Capital Securities, except as provided in this Section 5.4.

                                      -24-

<PAGE>

         (a) Each Global Capital Securities Certificate issued under this Trust
Agreement shall be registered in the name of the Clearing Agency or a nominee
thereof designated by the Depositor for the related Book-Entry Capital
Securities and delivered to such Clearing Agency or a nominee thereof or
custodian therefor and each such Global Capital Securities Certificate shall
constitute a single Capital Securities Certificate for all purposes of this
Trust Agreement.

         (b) Notwithstanding any other provision in this Trust Agreement, no
Global Capital Securities Certificate may be exchanged in whole or in part for
Capital Securities Certificates registered, and no transfer of a Global Capital
Securities Certificate in whole or in part may be registered, in the name of any
Person other than the Clearing Agency for such Global Capital Securities
Certificate or a nominee thereof unless (i) the Clearing Agency advises the
Depositor and the Property Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Global Capital Securities Certificates, and the Depositor is unable to
locate a qualified successor, (ii) the Depositor at its option advises the
Clearing Agency in writing that it elects to terminate the book-entry system
through the Clearing Agency, or (iii) a Debenture Event of Default has occurred
and is continuing and the Holders of a majority in Liquidation Amount of the
Capital Securities determine to discontinue the book-entry system through the
Clearing Agency. Upon the occurrence of any event specified in clause (i), (ii)
or (iii) above, the Administrative Trustees shall notify the Clearing Agency and
the Clearing Agency shall notify all Owners of Book-Entry Capital Securities,
the Property Trustee and the Administrative Trustees of the occurrence of such
event and of the availability of the Definitive Capital Securities Certificates
to Owners of such class or classes, as applicable, requesting the same.

         (c) If any Global Capital Securities Certificate is to be exchanged for
other Capital Securities Certificates or cancelled in part, or if another
Capital Securities Certificate is to be exchanged in whole or in part for a
beneficial interest in any Global Capital Securities Certificate, then either
(i) such Global Capital Securities Certificate shall be so surrendered for
exchange or cancellation as provided in this Article Five or (ii) the aggregate
Liquidation Amount represented by such Global Capital Securities Certificate
shall be reduced, subject to Section 5.2, or increased by an amount equal to the
Liquidation Amount represented by that portion of the Global Capital Securities
Certificate to be so exchanged or cancelled, or equal to the Liquidation Amount
represented by such other Capital Securities Certificates to be so exchanged for
Global Capital Securities represented thereby, 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 Applicable Procedures,
shall instruct the Clearing Agency or its authorized representative to make a
corresponding adjustment to its records. Upon surrender to the Administrative
Trustees or the Securities Registrar of the Global Capital Securities
Certificate or Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Capital Securities Certificates in accordance with the instructions
of the Clearing Agency. None of the Securities Registrar or the Issuer

                                      -25-

<PAGE>

Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Capital Securities Certificates, the Issuer
Trustees shall recognize the Holders of the Definitive Capital Securities
Certificates as Holders. The Definitive Capital Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

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

         (e) The Clearing Agency or its nominee, as registered owner of a Global
Capital Securities Certificate, shall be the Holder of such Global Capital
Securities Certificate for all purposes under this Trust Agreement and the
Global Capital Securities Certificate, and Owners with respect to a Global
Capital Securities Certificate shall hold such interests pursuant to the
Applicable Procedures. The Securities Registrar and the Issuer Trustees shall be
entitled to deal with the Clearing Agency for all purposes of this Trust
Agreement relating to the Book-Entry Capital Securities (including the payment
of the Liquidation Amount of and Distributions on the Capital Securities
evidenced by Book-Entry Capital Securities and the giving of instructions or
directions to Owners of Capital Securities evidenced by Book-Entry Capital
Securities) as the sole Holder of Capital Securities evidenced by the Book-Entry
Capital Securities and shall have no obligations to the Owners thereof. Neither
the Property Trustee nor the Securities Registrar shall have any liability in
respect of any transfers effected by the Clearing Agency.

         The rights of the Owners of the Book-Entry Capital Securities shall be
exercised only through the Clearing Agency and shall be limited to those
established by law, the Applicable Procedures and agreements between such Owners
and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the
Certificate Depository Agreement, unless and until Definitive Capital Securities
Certificates are issued pursuant to Section 5.4(b), the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the Capital Securities to such Clearing Agency
Participants, and none of the Depositor or the Issuer Trustees shall have any
responsibility or obligation with respect thereto.

         SECTION 5.5. Registration of Transfer and Exchange of Capital
Securities Certificates.

         (a) The Property Trustee shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 5.9, a register or registers for the
purpose of registering

                                      -26-

<PAGE>

Trust Securities Certificates and transfers and exchanges of Capital Securities
Certificates (the "Securities Register") in which the registrar designated by
the Property Trustee (the "Securities Registrar") with the reasonable consent of
the Administrative Trustees, subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Capital Securities Certificates
and Common Securities Certificates (subject to Section 5.11 in the case of the
Common Securities Certificates) and registration of transfers and exchanges of
Capital Securities Certificates as herein provided. The Bank shall be the
initial Securities Registrar.

         Upon surrender for registration of transfer of any Capital Securities
Certificate at the office or agency maintained pursuant to Section 5.9, the
Administrative Trustees or any one of them shall execute by manual or facsimile
signature and deliver to the Property Trustee for further delivery, 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.

         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 5.9.

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

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

         The provisions of Sections 8.1, 8.3 and 8.6 herein shall apply to the
Bank also in its role as Securities Registrar, for so long as the Bank shall act
as Securities Registrar.

         Whenever this Trust Agreement makes reference to the execution of Trust
Securities Certificates, such reference to execution shall mean manual execution
by an Administrative Trustee or, in the alternative, execution by facsimile
signature by an Administrative Trustee and authentication by the Property
Trustee.

         Capital Securities Certificates bearing the manual or facsimile
signatures of individuals who were at any time the proper Administrative
Trustees of the Issuer Trust

                                      -27-

<PAGE>

shall bind the Issuer Trust, notwithstanding that such individuals or any of
them have ceased to hold such office prior to the authentication and delivery of
such Capital Securities Certificates or did not hold such offices at the date of
such Capital Securities Certificates.

         Each Capital Securities Certificate that is executed by facsimile and
authenticated by the Property Trustee shall be dated the date of its
authentication.

         (b) Certain Transfers and Exchanges. Notwithstanding any other
provision of this Trust Agreement, transfers and exchanges of Capital Securities
Certificates and beneficial interests in Book-Entry Capital Securities of the
kinds specified in this Section 5.5(b) shall be made only in accordance with
this Section 5.5(b).

                  (i)   Non-Global Capital Securities Certificate to Global
         Capital Securities Certificate. If the Holder of a Capital Securities
         Certificate (other than a Global Capital Securities Certificate) wishes
         at any time to transfer all or any portion of the Capital Securities
         represented thereby to a Person who wishes to take delivery thereof in
         the form of Book-Entry Capital Securities represented by a Global
         Capital Securities Certificate, such transfer may be effected only in
         accordance with the provisions of this Clause (b)(i) and subject to the
         Applicable Procedures. Upon receipt by the Securities Registrar of such
         Capital Securities Certificate as provided in Section 5.5(a) and
         instructions satisfactory to the Securities Registrar directing that a
         specified number of Capital Securities to be represented by the Global
         Capital Securities Certificate not greater than the number of Capital
         Securities represented by such Capital Securities Certificate be
         credited to a specified Clearing Agency Participant's account and then
         the Securities Registrar shall cancel such Capital Securities
         Certificate (and issue a new Capital Securities Certificate in respect
         of any untransferred portion thereof) as provided in Section 5.5(a) and
         increase the aggregate Liquidation Amount of the Global Capital
         Securities Certificate by the Liquidation Amount represented by such
         Capital Securities so transferred as provided in Section 5.4(c).

                  (ii)  Non-Global Capital Securities Certificate to Non-Global
         Capital Securities Certificate. Capital Securities other than
         Book-Entry Capital Securities may be transferred, in whole or in part,
         to a Person who takes delivery in the form of a Capital Securities
         Certificate that is not a Global Capital Securities Certificate as
         provided in Section 5.5(a).

                  (iii) Global Capital Securities Certificate to Non-Global
         Capital Securities Certificate. Capital Securities represented by a
         Global Capital Securities Certificate may be exchanged for a Capital
         Securities Certificate that is not a Global Capital Securities
         Certificate as provided in Section 5.4.

         Before registering for transfer or exchange any Capital Securities
Certificates issued in certificated fully registered form as provided in
Sections 5.2, 5.4 or 5.5 of the Trust Agreement, the Property Trustee as
Securities Registrar may require an Opinion of

                                      -28-

<PAGE>

Counsel or other evidence satisfactory to it (which may include a certificate
from such purchaser or Holder) that such purchaser or Holder is eligible for the
exemptive relief available under U.S. Department of Labor Prohibited Transaction
Class Exemption ("PTCE") 96-23, 95-60, 91-38, 90-1 or 84-14 or another
applicable exemption with respect to such purchase or holding and, in the case
of any purchaser or Holder relying on any exemption other than PTCE 96-23,
95-60, 91-38, 90-1 or 84-14, an Opinion of Counsel or other evidence
satisfactory to the Property Trustee with respect to the availability of such
exemption. Any purchaser or Holder of any Capital Securities or any interest
therein will be deemed to have represented by its purchase and holding thereof
that it either (i) is not a Plan or a Plan Asset Entity and is not purchasing
such Capital Securities on behalf of or with "plan assets" of any Plan, or (ii)
is eligible for the exemptive relief available under PTCE 96-23, 95-60, 91-38,
90-1 or 84-14 or another applicable exemption with respect to such purchase or
holding.

         (c) The Property Trustee shall not be required to insure or verify
compliance with securities laws, including the Securities Act, Exchange Act and
1940 Act, in connection with transfers and exchanges of Capital Securities
Certificates.

         SECTION 5.6. 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
Issuer Trust shall execute and make available for delivery, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Securities
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the assets of the
Issuer Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

         SECTION 5.7. Persons Deemed Holders.

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

                                      -29-

<PAGE>

         SECTION 5.8. Access to List of Holders' Names and Addresses.

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

         SECTION 5.9. Maintenance of Office or Agency.

         The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, 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 Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Corporate Trust Office of the Property Trustee
is initially designated the office for such purpose. The Administrative Trustees
or the Property Trustee shall give prompt written notice to the Depositor and to
the Holders of any change in the location of the Securities Register or any such
office or agency.

         SECTION 5.10. Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Holders 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 Property Trustee may revoke such
power and remove the Paying Agent in its sole discretion. The Paying Agents
shall initially be the Bank, and any co-paying agent chosen by the Bank, and
reasonably acceptable to the Administrative Trustees. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Administrative Trustees and the Property Trustee. In the event
that the Bank shall no longer be the Paying Agent or a successor Paying Agent
shall resign or its authority to act be revoked, the Property Trustee shall
appoint a successor that is reasonably acceptable to the Administrative Trustees
to act as Paying Agent (which shall be a bank or trust company). Such successor
Paying Agent or any additional Paying Agent shall execute and deliver to the
Issuer Trustees an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the Issuer Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Holders in trust for the benefit of the Holders
entitled thereto until such sums shall be paid to such Holders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 herein shall
apply to the Bank also in its role as Paying Agent, for so long as the Bank
shall act as Paying Agent and, to the extent applicable, to any other paying
agent appointed hereunder. Any reference in this

                                      -30-

<PAGE>

Trust Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

         SECTION 5.11. Ownership of Common Securities by Depositor.

         At the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. Neither the Depositor nor any
successor Holder of the Common Securities may transfer less than all the Common
Securities, and the Depositor and any successor Holder may transfer the Common
Securities only (i) in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, or (ii) to the Depositor or an
Affiliate of the Depositor in compliance with applicable law (including the
Securities Act and applicable State securities and blue sky laws), and in either
case only upon an effective assignment and delegation by the Holder of all the
Common Securities to its transferee of all of its rights and obligations under
the Expense Agreement. To the fullest extent permitted by law, any attempted
transfer of the Common Securities other than as set forth in the next preceding
sentence shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating
substantially "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY IN CONNECTION WITH A SIMULTANEOUS
DELEGATION AND ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO THEREIN." .

         SECTION 5.12. Notices to Clearing Agency.

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

         SECTION 5.13. Rights of Holders.

         (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Issuer 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 Issuer Trust except as described below. The
Trust Securities shall be personal property giving only the rights specifically
set forth therein and in this Trust Agreement. The Trust Securities shall have
no preemptive or similar rights and, except to the extent set forth in Section
4.8, when issued and delivered to Holders against payment of the purchase price
therefor will be fully paid and nonassessable undivided beneficial interests in
Trust Property. Except as set forth in Section 4.8, the Holders, in their
capacities as such, shall be entitled to the

                                      -31-

<PAGE>

same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

         (b) For so long as any Capital Securities remain Outstanding, if, upon
a Debenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in aggregate 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 aggregate Liquidation Amount of the
Capital Securities then Outstanding shall have such right by a notice in writing
to the Depositor and the Debenture Trustee with a copy to the Property 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.

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

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

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

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

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

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

         The Holders of at least a majority in aggregate Liquidation Amount of
the Capital Securities may, on behalf of the Holders of all the Capital
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments

                                      -32-

<PAGE>

of interest and principal due otherwise than by acceleration has been deposited
with the Debenture Trustee) or a default in respect of a covenant or provision
which under the Indenture cannot be modified or amended without the consent of
the holder of each outstanding Debenture. No such rescission shall affect any
subsequent default or impair any right consequent thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the Capital
Securities all or part of which is represented by Book-Entry Capital Securities,
a record date shall be established for determining Holders of Outstanding
Capital Securities entitled to join in such notice, which record date shall be
at the close of business on the day the Property Trustee receives such notice.
The Holders on such record date, or their duly designated proxies, and only such
Persons, shall be entitled to join in such notice, whether or not such Holders
remain Holders after such record date; provided, that, unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such
notice prior to the day which is 90 days after such record date, such notice of
declaration of acceleration, or rescission and annulment, as the case may be,
shall automatically and without further action by any Holder be canceled and of
no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy
of a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.13(b).

         (c) For so long as any Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(1)
or 5.1(2) of the Indenture, any Holder of Capital Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Debentures having a principal amount equal to
the Liquidation Amount of the Capital Securities of such Holder (a "Direct
Action"). Except as set forth in this Section 5.13, the Holders of Capital
Securities shall have no right to exercise directly any right or remedy
available to the holders of, or in respect of, the Debentures.

                                   ARTICLE VI

                        Acts of Holders; Meetings; Voting

         SECTION 6.1. Limitations on Voting Rights.

         (a) Except as expressly provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of Capital Securities
shall have any right to vote or in any manner otherwise control the
administration, operation and management of

                                      -33-

<PAGE>

the Issuer 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 Holders from time to time as
partners or members of an association.

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

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

         SECTION 6.2. Notice of Meetings.

         Notice of all meetings of Holders of Capital Securities, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to

                                      -34-

<PAGE>

each such Holder at such Holder's address as it appears in the Securities
Register as of the record date for such meeting. Such notice shall be sent,
first-class mail, at least 15 days and not more than 90 days before the meeting.
At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

         SECTION 6.3. Meetings of Holders of Capital Securities.

         No annual meeting of Holders is required to be held. The Property
Trustee, however, shall call a meeting of Holders of Capital Securities to vote
on any matter upon the written request of the Holders of record of at least 25%
of the aggregate Liquidation Amount of Outstanding Capital Securities) 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 Holders of Capital Securities are entitled to vote.

         Holders of at least 50% of the aggregate Liquidation Amount of
Outstanding Capital Securities, present in person or by proxy, shall constitute
a quorum at any meeting of Holders of Capital Securities.

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

         SECTION 6.4. Voting Rights.

         In respect of any matter as to which a Holder is entitled to vote, such
Holder shall be entitled to one vote for each $. in Liquidation Amount of Trust
Securities held of record by such Holder.

         SECTION 6.5. Proxies, Etc.

         At any meeting of Holders, any Holder 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 Property Trustee, or with such other officer
or agent of the Issuer Trust as the Property Trustee may direct, for
verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the
Property Trustee or one or more officers of the Property Trustee. Only 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 Holder shall be

                                      -35-

<PAGE>

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

         SECTION 6.6.      Holder Action by Written Consent.

         Any action which may be taken by Holders at a meeting may be taken
without a meeting and without prior notice, if Holders holding a majority of the
aggregate Liquidation Amount of the Outstanding Trust Securities entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing.

         SECTION 6.7.      Record Date for Voting and Other Purposes.

         For the purpose of determining the Holders who are entitled to notice
of and to vote at any meeting or to act 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 or Property Trustee may from time to
time fix a date, not more than 90 days prior to the date of any meeting of
Holders or the payment of a Distribution or other action, as the case may be, as
a record date for the determination of the identity of the Holders of record for
such purposes.

         SECTION 6.8.      Acts of Holders.

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

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

                                      -36-

<PAGE>

authority of the Person executing the same, may also be proved in any other
manner which any Issuer Trustee receiving the same deems sufficient.

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

         Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Trust Security shall bind every future Holder
of the same Trust Security and the Holder 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 Issuer
Trustees or the Issuer Trust in reliance thereon, whether or not notation of
such action is made upon such Trust Security.

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

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

         SECTION 6.9.  Inspection of Records.

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

                                  ARTICLE VII
                         Representations and Warranties

         SECTION 7.1.  Representations and Warranties of the Property Trustee
and the Delaware Trustee.

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

         (a)   the Property Trustee is a New York banking corporation;

         (b)   the Property Trustee has full corporate power, authority and
legal right to execute, deliver and perform its obligations under this Trust
Agreement and has taken all

                                      -37-

<PAGE>

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

     (c) the Delaware Trustee is a banking corporation duly organized, validly
existing;

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

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

     (f) the execution, delivery and performance of this Trust Agreement have
been duly authorized by all necessary corporate or other action on the part of
the Property Trustee and the Delaware Trustee and does not require any approval
of stockholders of the Property Trustee or the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of
any indenture, mortgage, credit agreement, license or other agreement or
instrument to which the Property Trustee or the Delaware Trustee is a party or
by which it is bound, which violation would materially and adversely affect the
Issuer Trust, the Holders or the ability of the Property Trustee or the Delaware
Trustee to enter into or perform their obligations under the Trust Agreement, or
result in the creation, or imposition of any Lien on any properties included in
the Trust Property, or (iii) violate any law, governmental rule or regulation of
the United States, the State of New York or the State of Delaware, as the case
may be, governing the banking, trust or general powers of the Property Trustee
or the Delaware Trustee (as appropriate in context) or any order, judgment or
decree applicable to the Property Trustee or the Delaware Trustee;

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

     (h) there are no proceedings pending or, to the best of each of the
Property Trustee's and the Delaware Trustee's knowledge, threatened against or
affecting the

                                      -38-

<PAGE>

Property Trustee or the Delaware Trustee in any court or before any governmental
authority, agency or arbitration board or tribunal which, in the good faith
judgment of the Property Trustee or the Delaware Trustee, as the case may be, as
amended individually or in the aggregate, would materially and adversely affect
the Issuer Trust or the right, power and authority of the Property Trustee or
the Delaware Trustee, as the case may be, to enter into or perform its
obligations as one of the Issuer Trustees under this Trust Agreement.

         SECTION 7.2.      Representations and Warranties of Depositor.

         The Depositor hereby represents and warrants for the benefit of the
Holders that the Trust Securities Certificates issued on the Closing Date on
behalf of the Issuer Trust have been duly authorized and will have been, duly
and validly executed, issued and delivered by the Issuer Trustees pursuant to
the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement and the Holders will be, as of each such date, entitled to the
benefits of this Trust Agreement.

                                  ARTICLE VIII

                               The Issuer Trustees

         SECTION 8.1.      Certain Duties and Responsibilities.

         (a) The duties and responsibilities of the Issuer 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 Issuer Trustees to expend or risk their
own funds or otherwise incur any financial liability in the performance of any
of their duties hereunder, or in the exercise of any of their rights or powers,
if they shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity reasonably satisfactory to it against such risk or
liability is not reasonably assured to it. Whether or not therein expressly so
provided, every provision of this Trust Agreement relating to the conduct or
affecting the liability of or affording protection to the Issuer Trustees shall
be subject to the provisions of this Article. Nothing in this Trust Agreement
shall be construed to release an Administrative Trustee from liability for its
own negligence, bad faith or willful misconduct with respect to acts or
omissions. To the extent that, at law or in equity, an Issuer Trustee has duties
and liabilities relating thereto to the Issuer Trust or to the Holders, such
Issuer Trustee shall not be liable to the Issuer Trust or to any Holder for such
Issuer 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 Issuer Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Holders to replace such other duties
and liabilities of the Issuer 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

                                      -39-

<PAGE>

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 Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Issuer Trustees are not
personally liable to it for any amount distributable in respect of any Trust
Security or for any other liability in respect of any Trust Security. This
Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property Trustee,
in the Trust Indenture Act.

     (c) If an Event of Default has occurred and is continuing, the Property
Trustee shall enforce this Trust Agreement for the benefit of the Holders.

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

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

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

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

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

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

                                      -40-

<PAGE>

         (e) The Administrative Trustees shall not be responsible for monitoring
the compliance by the other Issuer Trustees or the Depositor with their
respective duties under this Trust Agreement, nor shall either Administrative
Trustee be liable for the default or misconduct of any other Administrative
Trustee, the other Issuer Trustees or the Depositor.

         SECTION 8.2. Certain Notices.

         Within five Business 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
10.8, notice of such Event of Default to the Holders, the Administrative
Trustees and the Depositor, unless such Event of Default shall have been cured
or waived.

         Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures pursuant to the Indenture, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such exercise
to the Holders, unless such exercise shall have been revoked.

         SECTION 8.3. Certain Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

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

         (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Holder of Capital Securities is entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor's direction as to the course of action to be taken and,
if not so directed, the Property Trustee shall take such action, or refrain from
taking such action, as the Property Trustee shall deem advisable and in the best
interests of the Holders, in which event the Property Trustee shall have no
liability except for its own bad faith, negligence or willful misconduct;

                                      -41-

<PAGE>

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

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

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

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

         (g) the Property Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses and liabilities which
might be incurred by it in compliance with such request or direction; provided
that, nothing contained in this Section 8.3(g) shall be taken to relieve the
Property Trustee, upon the occurrence of an Event of Default, of its obligation
to exercise the rights and powers vested in it by this Trust Agreement;

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

         (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys and the Property Trustee shall not be responsible for any
misconduct or negligence on the part of, or for the supervision of, any such
agent or attorney appointed with due care by it hereunder;

                                      -42-

<PAGE>

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

         (l) when the Property Trustee incurs expenses or renders services in
connection with a Bankruptcy Event, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditors rights generally; and

         (m) the Property Trustee shall not be charged with knowledge of an
Event of Default unless a Responsible Officer of the Property Trustee obtains
actual knowledge of such event or the Property Trustee receives written notice
of such event from Holders holding more than a majority of Capital Securities
(based upon Liquidation Amount).

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

         SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

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

         SECTION 8.5. May Hold Securities.

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

                                      -43-

<PAGE>

         SECTION 8.6. Compensation; Indemnity; Fees.

         The Depositor agrees:

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

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

         (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Issuer Trustee, (ii) each Paying Agent, (iii) any
Affiliate of any Issuer Trustee, (iv) any officer, director, shareholder,
employee, representative or agent of any Issuer Trustee, and (v) any employee or
agent of the Issuer Trust or its Affiliates (referred to herein as an
"Indemnified Person") from and against any loss, damage, liability, tax,
penalty, expense or claim of any kind or nature whatsoever incurred by such
Indemnified Person by reason of the creation, operation or termination of the
Issuer Trust or any act or omission performed or omitted by such Indemnified
Person in good faith on behalf of the Issuer Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of authority
conferred on such Indemnified Person by this Trust Agreement, except that no
Indemnified Person shall be entitled to be indemnified in respect of any loss,
damage or claim incurred by such Indemnified Person by reason of negligence, bad
faith or willful misconduct with respect to such acts or omissions.

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

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

         The Depositor and any Issuer Trustee (in the case of the Property
Trustee, subject to Section 8.8 hereof) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Issuer Trust, and the
Issuer Trust and the Holders of Trust Securities shall have no rights by virtue
of this Trust Agreement in and to such independent ventures or the income or
profits derived therefrom, and the pursuit of any such venture, even if
competitive with the business of the Issuer Trust, shall not be deemed wrongful
or improper. None of the Depositor or any Issuer Trustee, shall be obligated to
present any particular investment or other opportunity to the Issuer Trust even
if such opportunity is of a character that, if presented to the Issuer Trust,
could be taken by the Issuer Trust, and the Depositor or any Issuer Trustee
shall have the right to take for its own account

                                      -44-

<PAGE>

(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Issuer Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

         SECTION 8.7. Corporate Property Trustee Required; Eligibility of Issuer
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
a national or state chartered bank and eligible pursuant to the Trust Indenture
Act to act as such, and has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
the Property Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section and the Trust
Indenture Act, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article. At the time of appointment, the Property
Trustee must have securities rated in one of the three highest rating categories
by a nationally recognized statistical rating organization.

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

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

         SECTION 8.8. Conflicting Interests.

         (a) 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.

         (b) The Guarantee Agreement and the Indenture shall be deemed to be
specifically described in this Trust Agreement for the purposes of clause (i) of
the first proviso contained in Section 310(b) of the Trust Indenture Act.

                                      -45-

<PAGE>

         SECTION 8.9.   Co-Trustees and Separate Trustee.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Property Trustee shall have power to
appoint, and upon the written request of the Property Trustee, the Depositor and
the Administrative Trustees shall for such purpose join 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. Any co-trustee or separate
trustee appointed pursuant to this Section shall either be (i) a natural person
who is at least 21 years of age and a resident of the United States or (ii) a
legal entity with its principal place of business in the United States that
shall act through one or more persons authorized to bind such entity.

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

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

         (a)  The Trust Securities shall be executed by at least one
Administrative Trustee and the Trust Securities shall be delivered by the
Property Trustee 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 Issuer Trustees specified
hereunder shall be exercised solely by such Issuer Trustees and not by such
co-trustee or separate trustee.

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

         (c)  The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove

                                      -46-

<PAGE>

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

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

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

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

         SECTION 8.10. Resignation and Removal; Appointment of Successor.

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

         Subject to the immediately preceding paragraph, a Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Issuer Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Issuer Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Issuer Trustee may be removed at any time by Act of the Holder
of the Common Securities. If a Debenture Event of Default shall have occurred
and be continuing, the Property Trustee or 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 the Common Securities at any time. In no event will
the Holders of the Capital Securities have a right to vote to appoint, remove or
replace the Administrative Trustees.

         If any Issuer Trustee shall resign, be removed or become incapable of
acting as Issuer Trustee, or if a vacancy shall occur in the office of any
Issuer Trustee for any reason, at a time when no Debenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities, by
Act, shall promptly appoint a

                                      -47-

<PAGE>

successor Issuer Trustee or Issuer Trustees, and the retiring Issuer Trustee
shall comply with the applicable requirements of Section 8.11, except that a
successor Administrative Trustee need not comply with Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default shall have
occurred and be continuing, the Holders of the Capital Securities, by Act of the
Holders of a majority in Liquidation Amount of the Capital Securities then
Outstanding shall promptly appoint a successor Relevant Trustee or Trustees, and
such successor Trustee shall comply with the applicable requirements of Section
8.11. If an Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities, by
Act, shall promptly appoint a successor Administrative Trustee or Trustees. If
no successor Relevant Trustee shall have been so appointed by the Holder of the
Common Securities or the Holders of the Capital Securities and accepted
appointment in the manner required by Section 8.11 if applicable, any Holder who
has been a Holder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

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

         Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee who is a natural person dies
or becomes, in the opinion of the Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by appointment by the remaining Administrative Trustees.

         SECTION 8.11. Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Relevant Trustee,
other than the appointment of a successor Administrative Trustee pursuant to
Section 8.19(a), the retiring Relevant Trustee (if requested by the Depositor)
and each successor Relevant Trustee with respect to the Trust Securities shall
execute and deliver an amendment hereto wherein each successor Relevant Trustee
shall accept such appointment and which (a) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Relevant Trustee all the rights, powers, trusts and duties of the
retiring Relevant Trustee with respect to the Trust Securities and the Issuer
Trust and (b) shall add to or change any of the provisions of this Trust
Agreement as shall be necessary to provide for or facilitate the administration
of the Issuer Trust by more than one Relevant Trustee, it being understood that
nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees and upon the execution and delivery of such

                                      -48-

<PAGE>

amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Issuer Trust or any successor Relevant Trustee such retiring
Relevant Trustee shall duly assign, transfer and deliver to such successor
Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Trust Securities and the
Issuer Trust.

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

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

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

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

         SECTION 8.13. Preferential Collection of Claims Against Depositor or
the Issuer Trust.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Issuer Trust (or any other obligor upon the Capital
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
the Issuer Trust (or any such other obligor).

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

                                      -49-

<PAGE>

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

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

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

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

          SECTION 8.14. Reports by Property Trustee.

         (a) Not later than May 31 of each year commencing with May 31, 2003,
the Property Trustee shall transmit to all Holders in accordance with Section
10.8, and to the Depositor, a brief report dated as of the immediately preceding
March 31, with respect to:

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

               (ii)   its knowledge of such Property Trustee's compliance with
         all conditions and covenants under this Agreement; and

               (iii)  any change in the property and funds in its possession as
         Property Trustee since the date of its last report and any action taken
         by the Property Trustee in the performance of its duties hereunder
         which it has not previously reported and which in its opinion
         materially affects the Trust Securities.

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

                                      -50-

<PAGE>

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

Section 8.15.     Reports to the Property Trustee.

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

Section 8.16.     Evidence of Compliance with Conditions Precedent.

         Each of the Depositor and the Administrative Trustees on behalf of the
Issuer 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) or Section 314(e) of the Trust Indenture Act shall be given in
the form of an Officers' Certificate.

Section 8.17.     Number of Issuer Trustees.

(a) The number of Issuer Trustees shall be four. The Property Trustee and the
Delaware Trustee may be the same Person.

(b) If an Issuer Trustee ceases to hold office for any reason, a vacancy shall
occur. The vacancy shall be filled with an Issuer Trustee appointed in
accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy, incompetence or
incapacity to perform the duties of an Issuer Trustee shall not operate to
dissolve, terminate or annul the Issuer Trust.

Section 8.18.     Delegation of Power.

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

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

                                      -51-

<PAGE>

such instruments either in the name of the Issuer Trust or the names of the
Administrative Trustees or otherwise as the Administrative Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of this Trust Agreement, as set forth herein.

     SECTION 8.19. Appointment of Administrative Trustees.

     (a) The Administrative Trustees shall initially be Daniel R. Stolzer, an
individual, and Louis D. Raffis, an individual, and their successors shall be
appointed by the Holder of the Common Securities and may be removed by the
Holder of the Common Securities at any time. Each Administrative Trustee shall
sign an agreement agreeing to comply with the terms of this Trust Agreement. If
at any time there is no Administrative Trustee, the Property Trustee or any
Holder who has been a Holder of Trust Securities for at least six months may
petition any court of competent jurisdiction for the appointment of one or more
Administrative Trustee.

     (b) 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 this Section 8.19, 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.

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

                                   ARTICLE IX

                       Termination, Liquidation and Merger

     SECTION 9.1. Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Issuer Trust shall automatically dissolve on
.., 2033 (the "Expiration Date").

     SECTION 9.2. Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event," upon the occurrence of which the Issuer Trust shall dissolve:

                                      -52-

<PAGE>

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

          (b) the written direction to the Property Trustee from the Holder of
     the Common Securities at any time to dissolve the Issuer Trust and, after
     satisfaction of liabilities to creditors of the Issuer Trust as provided by
     applicable law, distribute Debentures to Holders in exchange for the
     Capital Securities;

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

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

     SECTION 9.3. Termination.

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

     SECTION 9.4. Liquidation.

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

          (i)  state the Liquidation Date;

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

                                      -53-

<PAGE>

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

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

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

     (d) If, notwithstanding the other provisions of this Section 9.4, whether
because of an order for dissolution entered by a court of competent jurisdiction
or otherwise, distribution of the Debentures in the manner provided herein is
determined by the Property Trustee not to be practical, then the Trust Property
shall be liquidated, and the Issuer Trust shall be wound-up by the Property
Trustee in such manner as the Property Trustee determines. In such event, on the
date of the dissolution of the Issuer Trust, Holders will be entitled to receive
out of the assets of the Issuer Trust available for distribution to Holders,
after satisfaction of liabilities to creditors of the Issuer 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 winding up, the
Liquidation Distribution can be paid only in part because the Issuer 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 Issuer Trust on the Trust Securities shall be paid on a pro rata basis
(based upon Liquidation Amounts). The Holders of the Common Securities will be
entitled to receive Liquidation Distributions upon any such

                                      -54-

<PAGE>

     (d) winding-up pro rata (determined as aforesaid) with Holders of Capital
Securities, except that, if a Debenture Event of Default specified in Section
5.1(1) or 5.1(2) of the Indenture has occurred and is continuing, the Capital
Securities shall have a priority over the Common Securities as provided in
Section 4.3.

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

     The Issuer Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any entity, except pursuant to this Article
Nine. At the request of the Holder of the Common Securities and with the consent
of the Holders of a majority (based on Liquidation Amounts) of the Capital
Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or
be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of any
State; provided, that (i) such successor entity either (a) expressly assumes all
of the obligations of the Issuer 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 ("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) a trustee of such successor entity possessing the same powers
and duties as the Property Trustee is appointed as the holder of the Debentures,
(iii) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not cause the Capital Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (iv) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holder 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 Issuer Trust, (vi) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Issuer Trust has received an Opinion of Counsel to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Capital Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Issuer Trust nor such
successor entity will be required to register as an investment company under the
1940 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.
Notwithstanding the foregoing, the Issuer Trust shall not, except with the
consent of Holders of all Outstanding Capital Securities, consolidate,
amalgamate, merge with or into, or be replaced by or convey, transfer or lease
its properties and assets substantially as an entirety to any other Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger, replacement, conveyance,
transfer or lease would cause the Issuer Trust or the successor

                                      -55-

<PAGE>

     Person to be classified as an association taxable as a corporation or as
     other than a grantor trust for United States federal income tax purposes.

                                   ARTICLE X

                            Miscellaneous Provisions

          SECTION 10.1. Limitation of Rights of Holders.

          The death or incapacity, or the dissolution, liquidation, termination,
     or the bankruptcy of any Person having an interest, beneficial or
     otherwise, in Trust Securities shall not operate to terminate this Trust
     Agreement, nor dissolve, terminate or annul the Trust, nor entitle the
     legal representatives, successors or heirs of such Person or any Holder 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 10.2. Amendment.

          (a) This Trust Agreement may be amended from time to time without the
     consent of any Holder of the Capital Securities, (i) by the Holder of the
     Common Securities to cure any ambiguity, correct or supplement any
     provision herein which may be inconsistent with any other provision herein,
     or to make any other provisions with respect to matters or questions
     arising under this Trust Agreement, which shall not be inconsistent with
     the other provisions of this Trust Agreement, (ii) by the Holder of the
     Common Securities to modify, eliminate or add to any provisions of this
     Trust Agreement to such extent as shall be necessary to ensure that the
     Issuer Trust will not be classified for United States federal income tax
     purposes as an association taxable as a corporation or as other than a
     grantor trust at any times that any Trust Securities are outstanding or to
     ensure that the Issuer Trust will not be required to register as an
     investment company under the 1940 Act, or (iii) by a Relevant Trustee
     pursuant to Section 8.11; provided, however, that such action shall not
     adversely affect in any material respect the interests of any Holder, and
     any such amendments of this Trust Agreement shall become effective when
     notice thereof is given to the Holders.

          (b) Except as provided in Section 10.2(c) hereof, any provision of
     this Trust Agreement may be amended by the Holder of the Common Securities
     with (i) the consent of Holders of at least a majority in aggregate
     Liquidation Amount of the Outstanding Trust Securities and (ii) receipt by
     the Issuer Trustees of an Opinion of Counsel to the effect that such
     amendment or the exercise of any power granted to the Issuer Trustees in
     accordance with such amendment will not affect the Issuer Trust's status as
     a grantor trust or cause the Issuer Trust to be an association taxable as a
     corporation for United States federal income tax purposes or the Issuer
     Trust's exemption from status of an investment company under the 1940 Act.

                                      -56-

<PAGE>

          (c) In addition to and notwithstanding any other provision in this
     Trust Agreement, without the consent of each Holder, this Trust Agreement
     may not be amended to (i) change the amount or timing of any Distribution
     or otherwise adversely affect the amount of any Distribution required to be
     made as of a specified date or (ii) restrict the right of a Holder to
     institute suit for the enforcement of any such payment on or after such
     date; notwithstanding any other provision herein, without the unanimous
     consent of the Holders, this paragraph (c) of this Section 10.2 may not be
     amended.

          (d) Notwithstanding any other provisions of this Trust Agreement, no
     Issuer Trustee shall enter into or consent to any amendment to this Trust
     Agreement which would cause the Issuer Trust to be classified as an
     association taxable as a corporation or not to be a grantor trust for
     United States federal income tax purposes or to fail or cease to qualify
     for the exemption from status of an investment company under the 1940 Act.

          (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 or liability on
     the Depositor.

          (f) If any amendment to this Trust Agreement is made, the
     Administrative Trustees or the Property Trustee shall promptly provide to
     the Depositor a copy of such amendment.

          (g) No amendment to this Trust Agreement that affects the Property
     Trustee's or the Delaware Trustee's rights, duties or immunities under this
     Trust Agreement or would otherwise expose the Property Trustee to any
     liability or be contrary to applicable law shall be adopted unless the
     prior written consent to such amendment be received by the Depositor from
     the Property Trustee or the Delaware Trustee, as the case may be. The
     Property Trustee shall be entitled to receive an Opinion of Counsel and an
     Officers' Certificate stating that any amendment to this Trust Agreement is
     in compliance with this Trust Agreement.

          SECTION 10.3. Separability.

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

          SECTION 10.4. Governing Law.

          THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
     HOLDERS, THE ISSUER TRUST AND THE ISSUER 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.

                                      -57-

<PAGE>

          THE PROVISIONS OF SECTION 3540 AND SECTION 3561 OF TITLE 12 OF THE
     DELAWARE CODE SHALL NOT APPLY TO THIS ISSUER TRUST.

          SECTION 10.5. Payments Due on Non-Business Day.

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

          SECTION 10.6. Successors.

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

          SECTION 10.7. Headings.

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

          SECTION 10.8. Reports, Notices and Demands.

          Any report, notice, demand or other communication which by any
     provision of this Trust Agreement is required or permitted to be given or
     served to or upon any Holder 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 Holder's name and address may appear on the Securities
     Register; and (b) in the case of the Holder of the Common Securities or the
     Depositor, to KeyCorp, 127 Public Square, Cleveland, Ohio 44114, Attention:
     General Counsel, facsimile no.: (216) 689-4121. Such notice, demand or
     other communication to or upon a Holder 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 Issuer Trust, the Property Trustee, the Delaware Trustee or the
     Administrative Trustees shall be given in writing addressed (until another
     address is published by the Issuer Trust) as follows: (a) with respect to
     the Property Trustee to Deutsche Bank Trust Company Americas, 100 Plaza
     One, Mailstop JCY03-0603, Jersey City, New Jersey 07311, with a copy to 60
     Wall Street, MS JCY03-0603, New York, NY 10005, Attention: Corporate Trust
     and Agency

                                      -58-

<PAGE>

     Services; (b) with respect to the Delaware Trustee, to Deutsche Bank Trust
     Company Delaware, E.A. Delle Donne Corporate Center, Montgomery Bldg., 1011
     Centre Road, Suite 200, Wilmington, Delaware 19805-1266, and (c) with
     respect to the Administrative Trustees, to them at the address above for
     notices to the Depositor, marked "Attention Administrative Trustees of
     KeyCorp Capital VII." Such notice, demand or other communication to or upon
     the Issuer Trust or the Property Trustee shall be deemed to have been
     sufficiently given or made only upon actual receipt of the writing by the
     Issuer Trust or the Property Trustee.

          SECTION 10.9. Agreement Not to Petition.

          Each of the Issuer Trustees and the Depositor agree for the benefit of
     the Holders that, until at least one year and one day after the Issuer
     Trust has been terminated in accordance with Article Nine, they shall not
     file, or join in the filing of, a petition against the Issuer Trust under
     any bankruptcy, insolvency, reorganization or other similar law (including,
     without limitation, the United States Bankruptcy Code) (collectively,
     "Bankruptcy Laws") or otherwise join in the commencement of any proceeding
     against the Issuer Trust under any Bankruptcy Law. In the event the
     Depositor takes action in violation of this Section 10.9, the Property
     Trustee agrees, for the benefit of Holders, that at the expense of the
     Depositor, it shall file an answer with the bankruptcy court or otherwise
     properly contest the filing of such petition by the Depositor against the
     Issuer Trust or the commencement of such action and raise the defense that
     the Depositor has agreed in writing not to take such action and should be
     stopped and precluded therefrom and such other defenses, if any, as counsel
     for the Issuer Trustees or the Issuer Trust may assert. The provisions of
     this Section 10.9 shall survive the termination of this Trust Agreement.

          SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.

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

          (b) The Property Trustee shall be the only Issuer Trustee which is
     deemed 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 excluded, as the case may be.

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

                                      -59-

<PAGE>

          SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
     Indenture.

          THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
     BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
     OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
     ACCEPTANCE BY THE HOLDER 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 TO THE TERMS AND PROVISIONS OF THE
     REGISTRATION RIGHTS AGREEMENT, AND SHALL CONSTITUTE THE AGREEMENT OF THE
     ISSUER TRUST, SUCH HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF
     THIS TRUST AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT SHALL BE
     BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND SUCH
     HOLDER AND SUCH OTHERS.

          SECTION 10.12. Counterparts.

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

                                      -60-

<PAGE>

     In Witness Whereof, the undersigned have executed this Amended and Restated
Trust Agreement as of the date first above written.

                                           KeyCorp


                                           By __________________________________
                                              Name:
                                              Title:


                                           Deutsche Bank Trust Company Americas,
                                           as Property Trustee


                                           By __________________________________
                                              Name:
                                              Title:


                                           Deutsche Bank Trust Company Delaware,
                                           as Delaware Trustee


                                           By __________________________________
                                              Name:
                                              Title:


                                           By __________________________________
                                              Name: Louis D. Raffis
                                              as Administrative Trustee


                                           By __________________________________
                                              Name: Daniel R. Stolzer
                                              as Administrative Trustee

<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                               KEYCORP CAPITAL VII

               This Certificate of Trust of KeyCorp Capital VII (the "Trust"),
dated as of May 21, 2002, is being duly executed and filed by the undersigned,
as trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S) 3801 et seq.).

               1. Name. The name of the business trust being formed hereby is
KeyCorp Capital VII.

               2. Delaware Trustee. The name and business address of the trustee
of the Trust, with a principal place of business in the State of Delaware, are
Bankers Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery Bldg.,
1011 Centre Road, Suite 200, Wilmington, Delaware 19805-1266.

               3. Effective Date. This Certificate of Trust shall be effective
as of its filing with the Secretary of State of the State of Delaware.

               In Witness Whereof, the undersigned have duly executed this
Certificate of Trust in accordance with Section 3811(a)(1) of the Act as of the
date first above written.

               Bankers Trust (Delaware), not in its individual
               capacity, but solely as Trustee

               By /s/ M. Lisa Wilkins
                  ---------------------------------------------
                  Name:  M. Lisa Wilkins
                  Title: Assistant Vice President

               Louis D. Raffis, not in his individual capacity,
               but solely as Trustee

               By /s/ Louis D. Raffis
                  --------------------------------------------
                  Name:  Louis D. Raffis

<PAGE>

                                                                       EXHIBIT B

                                  Standard Form

                          DTC LETTER OF REPRESENTATIONS

<PAGE>

                                                                       EXHIBIT C

                     [Form of Common Securities Certificate]

            THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE
              WITH SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY IN
                  CONNECTION WITH A SIMULTANEOUS DELEGATION AND
                 ASSIGNMENT OF THE EXPENSE AGREEMENT REFERRED TO
                                     THEREIN

Certificate Number                                  Number of Common Securities

C-                                                                   __________

                    Certificate Evidencing Common Securities

                                       of

                               KeyCorp Capital VII

                              .% Common Securities
                   (Liquidation Amount $. per Common Security)

     KeyCorp Capital VII, a business trust created under the laws of the State
of Delaware (the "Issuer Trust"), hereby certifies that KeyCorp, an Ohio
corporation (the "Holder"), is the registered holder of ________________________
(______) common securities of the Issuer Trust, representing undivided
beneficial interests in the assets of the Issuer Trust and designated the .%
Common Securities (Liquidation Amount $. per Common Security) (the "Common
Securities"). Except as provided in Section 5.11 of the Trust Agreement (as
defined below) the Common Securities are not transferable and any attempted
transfer hereof shall be null and 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 Issuer Trust,
dated as of ., 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 Issuer Trust will furnish a copy of the Trust Agreement
to the Holder without charge upon written request to the Issuer Trust at its
principal place of business.

     By receipt and acceptance of this certificate, the Holder agrees to be
bound by the Trust Agreement and is entitled to the benefits thereunder.

     Terms used but not defined herein have the meanings set forth in the Trust
Agreement.

<PAGE>

     In Witness Whereof, the undersigned Administrative Trustee of the Issuer
Trust has executed this certificate as of the ____ day of __________, ______.

                                           KeyCorp Capital VII

                                           By __________________________________
                                              Name:
                                              Administrative Trustee

                                      C-2

<PAGE>

                                                                       EXHIBIT D

                           [FORM OF EXPENSE AGREEMENT]

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

          Agreement as to Expenses and Liabilities, dated as of ., between
     KeyCorp, an Ohio corporation, in its capacity as Holder (as defined in the
     Trust Agreement referred to below) of the Common Securities referred to
     below (in such capacity, and together with its successors in such capacity,
     the "Common Securityholder"), and KeyCorp Capital VII, a Delaware business
     trust (the "Issuer Trust").

                              W i t n e s s e t h :

          Whereas, the Issuer Trust intends to issue its Common Securities (the
     "Common Securities") to and receive junior subordinated debentures from
     KeyCorp and to issue and sell .% 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 Issuer Trust, dated as of ., as the same may be amended from time to
     time (the "Trust Agreement"); and

          Whereas, the Common Securityholder will own all of the Common
     Securities of the Issuer Trust;

          Whereas, terms used but not defined herein have the meanings set forth
     in the Trust Agreement;

          Now, Therefore, for good and valid consideration, the receipt and
     sufficiency of which are hereby acknowledged:

                                   ARTICLE I.

          SECTION 1.1 Guarantee by the Common Securityholder.

          Subject to the terms and conditions hereof, the Common Securityholder
     hereby irrevocably and unconditionally guarantees to each person or entity
     to whom the Issuer 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 Issuer Trust,
     other than obligations of the Issuer Trust to pay to holders of any Trust
     Securities the amounts due such holders pursuant to the terms of the Trust
     Securities. 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.

<PAGE>

          SECTION 1.2 Subordination of Guarantee. The guarantee and other
     liabilities and obligations of the Common Securityholder under this
     Agreement shall constitute unsecured obligations of the Common
     Securityholder and shall rank subordinate and junior in right of payment to
     all Senior Indebtedness (as defined in the Indenture) of the Common
     Securityholder to the extent and in the manner set forth in the Indenture
     with respect to the Debentures, and the provisions of Article XIII of the
     Indenture will apply, mutatis mutandis, to the obligations of the Common
     Securityholder hereunder. The obligations of the Common Securityholder
     hereunder do not constitute Senior Indebtedness (as defined in the
     Indenture) of the Common Securityholder.

          SECTION 1.3 Term of Agreement.

          This Agreement shall terminate and be of no further force or 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 in respect of the Capital
     Securities, under any Obligation, under the Guarantee Agreement dated the
     date hereof by the Common Securityholder and Bankers Trust Company, as
     guarantee trustee, or under this Agreement for any reason whatsoever.

          This Agreement shall be continuing, irrevocable, unconditional and
     absolute.

          SECTION 1.4 Waiver of Notice.

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

          SECTION 1.5 No Impairment.

          The obligations, covenants, agreements and duties of the Common
     Securityholder 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:

               1. the extension of time for the payment by the Issuer 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;

               2. 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 Issuer Trust granting
     indulgence or extension of any kind; or

                                      D-2

<PAGE>

          3. 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 Issuer
     Trust or any of the assets of the Issuer Trust.

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

          SECTION 1.6 Enforcement.

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

          SECTION 1.7 Subrogation.

          The Common Securityholder shall be subrogated to all (if any) rights
     of the Issuer Trust in respect of any amounts paid to the Beneficiaries by
     the Common Securityholder under this Agreement; provided, however, that the
     Common Securityholder shall not (except to the extent required by mandatory
     provisions of law) be entitled to enforce or exercise any rights which it
     may acquire by way of subrogation or any indemnity, reimbursement or other
     agreement, in all cases as a result of payment under this Agreement, if, at
     the time of any such payment, any amounts are due and unpaid under this
     Agreement.

                                      D-3

<PAGE>

                                  ARTICLE II.

          SECTION 2.1 Binding Effect.

          This Agreement shall bind the successors, receivers, trustees and
     representatives of the Common Securityholder and shall inure to the benefit
     of the Beneficiaries.

          SECTION 2.2 Amendment.

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

          SECTION 2.3 Notices.

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

                  KeyCorp Capital VII
                  c/o KeyCorp
                  127 Public Square
                  Cleveland, Ohio 44114
                  Facsimile No.: (216) 689-4121
                  Attention: General Counsel

                  KeyCorp
                  127 Public Square
                  Cleveland, Ohio 44114
                  Facsimile No.: (216) 689-4121
                  Attention: General Counsel

          SECTION 2.4 Governing Law.

          THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
     ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                      D-4

<PAGE>

         In Witness Whereof, the undersigned have executed this Agreement as of
the date first above written.

                                         KeyCorp

                                         By ____________________________________
                                            Name:
                                            Title:


                                         KeyCorp Capital VII

                                         By ____________________________________
                                            Name:
                                            Administrative Trustee

                                      D-5

<PAGE>

                                                                       EXHIBIT E

                    [FORM OF CAPITAL SECURITIES CERTIFICATE]

         [NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), NO
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY (A "PLAN ASSET ENTITY"), AND NO PERSON INVESTING "PLAN
ASSETS" OF ANY PLAN, MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE")
96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT EITHER (A) IS NOT A
PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING THIS SECURITY ON BEHALF OF OR
WITH "PLAN ASSETS" OF ANY PLAN OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF
AVAILABLE UNDER PTCE 96-23, 95-60, 91-38, 90-1 OR 84-14 WITH RESPECT TO SUCH
PURCHASE OR HOLDING.]

         [If this Capital Security is a Global Capital Securities Certificate,
then insert--This Capital Security is a Global Capital Securities Certificate
within the meaning of the Trust Agreement hereinafter referred to and is
registered in the name of a clearing agency or a nominee thereof. This Capital
Security may not be exchanged in whole or in part for a Capital Security
registered, and no transfer of this Capital Security in whole or in part may be
registered, in the name of any person other than such clearing agency or a
nominee thereof, except in the limited circumstances described in the Trust
Agreement.]

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

<PAGE>

Certificate Number                                  Number of Capital Securities

P-                                                                 [___________]

                             CUSIP NO. ____________

                    Certificate Evidencing Capital Securities

                                       of

                               KeyCorp Capital VII

                              .% Capital Securities

                  (Liquidation Amount $. per Capital Security)

         KeyCorp Capital VII, a business trust created under the laws of the
State of Delaware (the "Issuer Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of ( ) capital securities of the Issuer Trust
representing an undivided preferred beneficial interest in the assets of the
Issuer Trust and designated the KeyCorp Capital VII .% Capital Securities
(Liquidation Amount $. per Capital Security) (the "Capital Securities"). The
Capital Securities are transferable on the books and records of the Issuer
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.5 of the Trust Agreement (as defined below). 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
Issuer Trust, dated as of ., 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 Guarantee
Agreement entered into by KeyCorp, an Ohio corporation, and Bankers Trust
Company, as guarantee trustee, dated as of ., as amended from time to time (the
"Guarantee"), to the extent provided therein. The Issuer Trust will furnish a
copy of the Trust Agreement and the Guarantee to the Holder without charge upon
written request to the Issuer Trust at its principal place of business or
registered office.

         By receipt and acceptance of this certificate, the Holder agrees to be
bound by the Trust Agreement and is entitled to the benefits thereunder.

                                      E-2

<PAGE>

         In Witness Whereof, the undersigned Administrative Trustee of the
Issuer Trust has executed this certificate as of the ____ day of _________,
__________.

                                             KeyCorp Capital VII


                                             By ________________________________
                                                Name:
                                                Administrative Trustee

                                      E-3

<PAGE>

                                   ASSIGNMENT

         For Value Received, the undersigned assigns and transfers this Capital
Security to:





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





                    (Insert address and zip code of assignee)

and irrevocably appoints





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

Date: _________________
Signature:

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

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

                                      E-4