<PAGE>

                                                                 Exhibit (4)(h)

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

                              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 V

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

<PAGE>

                                KeyCorp Capital V

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 ..

Trust Indenture                                             Trust Agreement
Act      Section                                                Section
------------------                                          ---------------
310        (a)(1) ........................................  8.7
           (a)(2) ........................................  8.7
           (a)(3) ........................................  8.9
           (a)(4) ........................................  2.7(a)(ii)(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

                                      -i-

<PAGE>

Trust Indenture                                             Trust Agreement
Act      Section                                                Section
------------------                                          ---------------
317        (a)(1) ........................................  Not Applicable
           (a)(2) ........................................  Not Applicable
           (b) ...........................................  5.10
318        (a) ...........................................  10.10

____________
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 August 6, 1999 (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 August 6, 1999, 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
V," 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.

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<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

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<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

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<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

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<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

     (c) 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>

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 V." 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 V

                  This Certificate of Trust of KeyCorp Capital V (the "Trust"),
dated as of August 6, 1999, 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 V.

                  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 V

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

         KeyCorp Capital V, 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 V



                                                    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 V, 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 V
                  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 V


                                              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 V 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 V

                              .% Capital Securities

                  (Liquidation Amount $. per Capital Security)

     KeyCorp Capital V, 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 V .% 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 V


                                                    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