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                                                                  EXHIBIT 4.1

                             AMENDED AND RESTATED


                                TRUST AGREEMENT


                                     among


                        MBNA CORPORATION, as Depositor,


                             THE BANK OF NEW YORK,
                             as Property Trustee,


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


                   THE ADMINISTRATIVE TRUSTEES NAMED HEREIN,


                                      and


                    THE SEVERAL HOLDERS (AS DEFINED HEREIN)


                           Dated as of June 27, 2002


                                MBNA CAPITAL D


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<PAGE>
                                MBNA Capital D

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

Trust Indenture                                        Trust Agreement
Act Section                                            Section

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


<PAGE>

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

<PAGE>
                               Table of Contents

                                                                      Page


ARTICLE I Defined Terms.................................................7

         Section 1.1. Definitions.......................................7

ARTICLE II Continuation of the Trust....................................16

         Section 2.1. Name............................................. 16
         Section 2.2. Office of the Delaware Trustee; Principal
                      Place of Business.................................16
         Section 2.3. Initial Contribution of Trust Property;
                      Organizational Expenses...........................17
         Section 2.4. Issuance of the Trust Preferred Securities........17
         Section 2.5. Issuance of the Common Securities; Subscription
                      and Purchase of Debentures........................17
         Section 2.6. Declaration of Trust..............................17
         Section 2.7. Authorization to Enter into Certain
                      Transactions......................................18
         Section 2.8. Assets of Trust...................................21
         Section 2.9. Title to Trust Property...........................21

ARTICLE III Payment Account.............................................21

         Section 3.1. Payment Account...................................21

ARTICLE IV Distributions; Redemption....................................22

         Section 4.1. Distributions.....................................22
         Section 4.2. Redemption........................................23
         Section 4.3. Subordination of Common Securities................25
         Section 4.4. Payment Procedures................................26
         Section 4.5. Tax Returns and Reports...........................26
         Section 4.6. Payment of Expenses of the Trust..................26
         Section 4.7. Payments under Indenture or Pursuant to Direct
                      Actions...........................................27

ARTICLE V Trust Securities Certificates.................................27

         Section 5.1. Initial Ownership.................................27
         Section 5.2. The Trust Securities Certificates.................27
         Section 5.3. Execution and Delivery of Trust Securities
                      Certificates......................................27
         Section 5.4. Registration of Transfer and Exchange
                      of Trust Preferred Securities
                      Certificates......................................28
         Section 5.5. Mutilated, Destroyed, Lost or Stolen Trust
                      Securities Certificates...........................29
         Section 5.6. Persons Deemed Securityholders....................29
         Section 5.7. Access to List of Securityholders'
                      Names and Addresses...............................29
         Section 5.8. Maintenance of Office or Agency...................29

<PAGE>

         Section 5.9. Appointment of Paying Agent.......................30
         Section 5.10.Ownership of Common Securities by Depositor.......30
         Section 5.11.Book-Entry Trust Preferred Securities Certificates;
                      Common Securities Certificate.....................30
         Section 5.12. Notices to Clearing Agency.......................31
         Section 5.13. Definitive Trust Preferred Securities
                       Certificates.....................................31
         Section 5.14. Rights of Securityholders........................32
         Section 5.15. CUSIP Numbers, International Securities
                       Identification Numbers and Common
                       Codes............................................34

ARTICLE VI Acts of Securityholders; Meetings; Voting....................35

         Section 6.1. Limitations on Voting Rights......................35
         Section 6.2. Notice of Meetings................................36
         Section 6.3. Meetings of Trust Preferred Securityholders.......36
         Section 6.4. Voting Rights.....................................36
         Section 6.5. Proxies, etc......................................37
         Section 6.6. Securityholder Action by Written Consent..........37
         Section 6.7. Record Date for Voting and Other Purposes.........37
         Section 6.8. Acts of Securityholders...........................37
         Section 6.9. Inspection of Records.............................38

ARTICLE VII Representations and Warranties..............................39

         Section 7.1. Representations and Warranties of the Property
                      Trustee and the Delaware Trustee..................39
         Section 7.2. Representations and Warranties of Depositor.......40

ARTICLE VIII The Trustees...............................................40

         Section 8.1.  Certain Duties and Responsibilities..............40
         Section 8.2.  Certain Notices..................................42
         Section 8.3.  Certain Rights of Property Trustee...............42
         Section 8.4.  Not Responsible for Recitals or Issuance of
                       Securities.......................................44
         Section 8.5.  May Hold Securities..............................44
         Section 8.6.  Compensation; Indemnity; Fees....................44
         Section 8.7.  Corporate Property Trustee Required;
                       Eligibility of Trustees..........................46
         Section 8.8.  Conflicting Interests............................46
         Section 8.9.  Co-Trustees and Separate Trustee.................46
         Section 8.10. Resignation and Removal; Appointment of
                       Successor........................................48
         Section 8.11. Acceptance of Appointment by Successor...........49
         Section 8.12. Merger, Conversion, Consolidation or Succession
                       to Business......................................50
         Section 8.13. Preferential Collection of Claims Against
                       Depositor or Trust...............................50
         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 Trustees...............................51
<PAGE>

         Section 8.18. Delegation of Power..............................52

ARTICLE IX Termination, Liquidation and Merger..........................52

         Section 9.1. Termination 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 Trust.........................54

ARTICLE X Miscellaneous Provisions......................................55

         Section 10.1. Limitation of Rights of Securityholders..........55
         Section 10.2. Liability of the Common Securityholder...........56
         Section 10.3. Amendment........................................56
         Section 10.4. Consolidation, Merger, Conveyance, Transfer or
                       Lease............................................57
         Section 10.5. Separability.....................................57
         Section 10.6. Governing Law....................................57
         Section 10.7. Payments Due on Non-Business Day.................57
         Section 10.8. Successors.......................................58
         Section 10.9. Headings.........................................58
         Section 10.10.Reports, Notices and Demands.....................58
         Section 10.11.Agreement Not to Petition........................58
         Section 10.12.Trust Indenture Act; Conflict with Trust Indenture
                        Act.............................................59
         Section 10.13.Acceptance of Terms of Trust Agreement,
                       Guarantee and Indenture..........................59
         Section 10.14.Holders are Parties..............................60
         Section 10.15.Counterparts.....................................60


<PAGE>

          AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 27, 2002,
among (i) MBNA Corporation, a Maryland corporation (including any successors
or assigns, the "Depositor"), (ii) The Bank of New York, a New York banking
corporation, as property trustee (in such capacity, the "Property Trustee"
and, in its separate corporate capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a banking
corporation organized under the laws of the State of Delaware, as Delaware
trustee (the "Delaware Trustee"), (iv) Thomas D. Wren, an individual, and John
W. Scheflen an individual, each of whose address is c/o MBNA Corporation,
Wilmington, Delaware 19884-2721 (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the
Delaware Trustee and the Administrative Trustees referred to collectively as
the "Trustees") and (v) the several Holders, as hereinafter defined.

                                  WITNESSETH

          WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into that certain Trust Agreement, dated as of
November 4, 1996 (the "Original Trust Agreement"), and by the execution and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on November 6, 1996, which was restated by a Restated
Certificate of Trust, filed with the Secretary of State of the State of
Delaware on December 11, 1996, and as further amended by a Certificate of
Amendment to the Certificate of Trust, filed with the Secretary of State on
June [26], 2002 and effective on June 27, 2002 (as so amended, the
"Certificate of Trust"); and

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

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

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

                                   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:

<PAGE>

                                       8

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

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

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

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

         "Act" has the meaning specified in Section 6.8.

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

          "Additional Interest" has the meaning specified in the Indenture.

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

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

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

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

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

<PAGE>

                                       9

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

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

          "Book-Entry Trust Preferred Securities Certificates" means the Trust
Preferred Securities Certificates, ownership and transfers of the beneficial
interests of which shall be made through book entries by a Clearing Agency as
described in Section 5.11.

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

          "Capital Treatment Event" means the reasonable determination by the
Depositor that, as a result of (i) any amendment to, or change (including any
announced proposed change) in, the laws or regulations of the United States or
any political subdivision thereof or therein or other governmental agency or
regulatory authority, or (ii) any official administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which, in the case of either clause (i) or (ii) is effective or is announced
on or after the date of issuance of the Trust Preferred Securities hereunder,
there is more than an insubstantial risk that the Depositor will not be
entitled to treat an amount equal to the liquidation amount of the Trust
Preferred Securities as "Tier 1 Capital" (or the then equivalent thereof)
under the risk-based capital adequacy guidelines of the Federal Reserve Board,
as then in effect and applicable to the Depositor.

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

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

          "Change in Investment Company Act Law" shall have the meaning set
forth in the definition of "Investment Company Event."

          "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended that is acting as depositary for the Trust Preferred Securities and in
whose name or in the name of a nominee of that organization shall be
registered a Book-Entry Trust Preferred Securities Certificate and which

<PAGE>

                                      10

shall undertake to effect book-entry transfers and pledges of the Trust
Preferred Securities. The Depository Trust Company will be the initial
Clearing Agency.

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

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

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

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

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

          "Common Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25.00 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

         "Common Securityholder" means a Holder of a Common Security.

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

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

          "Debenture Redemption Date" means, with respect to any Debentures to
be redeemed under the Indenture, whether pursuant to a Tax Event, Capital
Treatment Event, Investment Company Event or an optional redemption, the date
fixed for redemption under the Indenture.

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

          "Debentures" means the $309,278,375 aggregate principal amount of
the Depositor's 8.125% Junior Subordinated Debentures, Series D, due 2032
issued pursuant to the Indenture.

          "Definitive Trust Preferred Securities Certificates" means Trust
Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.13.

<PAGE>
                                      11

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

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

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

          "Direct Action" has the meaning specified in Section 5.14(c).

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

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

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

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

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

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

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

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

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

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

         "Extension Period" has the meaning specified in Section 4.1(a)(iv).

<PAGE>

                                      12

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

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

          "Indenture" means the Junior Subordinated Indenture, dated as of
December 18, 1996, and the First Supplemental Indenture, dated as of June 27,
2002, between the Depositor and the Debenture Trustee, as trustee, as amended
or supplemented from time to time.

          "Investment Company" means an investment company as defined in the
Investment Company Act.

          "Investment Company Act" means the Investment Company Act of 1940,
as amended from time to time, or any successor legislation.

          "Investment Company Event" means that the Trust or the Depositor
shall have received an Opinion of Counsel which states that, as a result of
the occurrence of an amendment to, or change (including any announced proposed
change) in, the laws or regulations of the United States or any political
subdivision thereof or therein or any other governmental agency or regulatory
authority (a "Change in Investment Company Act Law"), there is more than an
insubstantial risk that the Trust is or will be considered an Investment
Company which is required to be registered under the Investment Company Act,
which Change in Investment Company Act Law becomes effective on or after the
date of issuance of the Trust Preferred Securities hereunder.

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

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

          "Liquidation Amount" means the stated amount of $25.00 per Trust
Security.

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

<PAGE>
                                      13

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

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

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

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

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

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

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

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

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

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

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

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

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Trust Preferred Securities have given
any request, demand, authorization,

<PAGE>
                                      14

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

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

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

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

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

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

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

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

          "Relevant Trustee" shall have the meaning specified in Section 8.10.
<PAGE>
                                      15

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

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

         "Successor Securities" shall have the meaning specified in Section
9.5.

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

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

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

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

          "Trust Preferred Security" means an undivided beneficial interest in
the assets of the Trust, having a Liquidation Amount of $25.00 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

<PAGE>
                                      16

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

          "Trust Preferred Securityholder" means a Holder of a Trust Preferred
Security.

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

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

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

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

          "Underwriting Agreement" means the Pricing Agreement, dated as of
June 20, 2002 among the Trust, the Depositor and Salomon Smith Barney Inc., as
representative of the underwriters named therein, incorporating the
Underwriting Agreement dated June 20, 2002.

                                  ARTICLE II

                           CONTINUATION OF THE TRUST

          Section 2.1. Name.

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

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

          The address of the Delaware Trustee in the State of Delaware is c/o
The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware 19711, Attention: Corporate Trust Department or such other address in
the State of Delaware as the Delaware Trustee may designate by written notice
to the Securityholders and the Depositor. The principal executive office of
the Trust is c/o MBNA Corporation, 1100 North King Street, Wilmington,
Delaware 19884-2721.

<PAGE>
                                      17

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

          Section 2.4. Issuance of the Trust Preferred Securities.

          As of June 20, 2002, the Depositor, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Underwriters named
in the Underwriting Agreement Trust Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of 12,000,000 Trust Preferred Securities having an aggregate
Liquidation Amount of $300,000,000, against receipt of an aggregate purchase
price of such Trust Preferred Securities of $300,000,000, which amount such
Administrative Trustee shall promptly deliver to 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 Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount
of 371,135 Common Securities having an aggregate Liquidation Amount of
$9,278,375 against payment by the Depositor of an aggregate purchase price
therefor of $9,278,375 which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Debentures, registered in the name of the Trust
and having an aggregate principal amount equal to $309,278,375, and, in
satisfaction of the purchase price for such Debentures, the Property Trustee,
on behalf of the Trust, shall deliver to the Depositor the sum of $309,278,375
(being the sum of the amounts delivered to the Property Trustee pursuant to
(i) the second sentence of Section 2.4 and (ii) the first sentence of this
Section 2.5).

          Section 2.6. Declaration of Trust.

          The exclusive purposes and functions of the Trust are (a) to issue
and sell Trust Securities, (b) to use the proceeds from such sale to acquire
the Debentures and (c) to engage in those activities necessary or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust,
to have all the rights, powers and duties to the extent set forth herein, and
the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing

<PAGE>
                                      18


the purposes of the Trust. The Delaware Trustee shall not be entitled to
exercise any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust
for the sole and limited purpose of fulfilling the requirements of Section
3807 of the Delaware Business Trust Act.

          Section 2.7.   Authorization to Enter into Certain Transactions.

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

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

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

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

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

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

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

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

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

<PAGE>
                                      19

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

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

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

                        (A) the establishment of the Payment Account;

                        (B) the receipt of the Debentures;

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

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

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

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

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

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

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

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

<PAGE>
                                      20

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

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

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

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

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

<PAGE>
                                      21

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

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

          (d) Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be
an "investment company" required to be registered under the Investment Company
Act, or fail to be classified as a grantor trust for United States federal
income tax purposes and so that the Debentures will be treated as indebtedness
of the Depositor for United States federal income tax purposes. In this
connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of
Trust or this Trust Agreement, that each of the Depositor and any
Administrative Trustee determines in its discretion to be necessary or
desirable for such purposes, as long as such action does not adversely affect
in any material respect the interests of the Holders of the Trust Preferred
Securities.

          Section 2.8. Assets of Trust.

          The assets of the Trust shall consist solely 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 Trust and the
Securityholders 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 Securityholders and for distribution as
herein provided, including (and subject to) any priority of payments provided
for herein.

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

<PAGE>
                                      22

                                  ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

          Section 4.1. Distributions.

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

                    (i) Distributions on the Trust Securities shall be
          cumulative, and will accumulate whether or not there are funds of
          the Trust available for the payment of Distributions. Distributions
          shall accrue from June 27, 2002, and, except in the event (and to
          the extent) that the Depositor exercises its right to defer the
          payment of interest on the Debentures pursuant to the Indenture,
          shall be payable quarterly in arrears on January 1, April 1, July 1
          and October 1 of each year, commencing on October 1, 2002. If any
          date on which a Distribution is otherwise payable on the Trust
          Securities is not a Business Day, then the payment of such
          Distribution shall be made on the next succeeding day that is a
          Business Day (and without any interest or other payment in respect
          of any such delay) except that, if such Business Day is in the next
          succeeding calendar year, payment of such Distribution shall be made
          on the immediately preceding Business Day, in each case with the
          same force and effect as if made on such date (each date on which
          Distributions are payable in accordance with this Section 4.1(a), a
          "Distribution Date").

                    (ii) Assuming payments of interest on the Debentures are
          made when due (and before giving effect to Additional Amounts, if
          applicable), Distributions on the Trust Securities shall be payable
          at the rate of 8.125% per annum on the Liquidation Amount of the
          Trust Securities. The amount of Distributions shall be computed on
          the basis of a 360-day year of twelve 30-day months. The amount of
          Distributions payable for any partial period shall be computed on
          the basis of the actual number of days elapsed in that period. The
          amount of Distributions payable for any period shall include the
          Additional Amounts, if any.

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

                    (iv) The Depositor, as issuer of the Debentures, has the
          right under the Indenture to defer payments of interest by extending
          the interest payment period at any time and from time to time on the
          Debentures for a period not exceeding 20 consecutive quarterly
          periods (each an "Extension Period"), during which Extension Period
          no interest shall be due and payable on the Debentures, provided
          that no Extension Period shall end on a day other than an interest
          payment date for the Debentures or shall extend beyond the date of
          maturity of the Debentures. As a consequence of any Extension
          Period, Distributions will also be deferred. During any Extension
          Period, quarterly

<PAGE>
                                      23


          Distributions will continue to accrue with interest thereon (to the
          extent permitted by applicable law) at a rate of 8.125% per annum
          compounded quarterly during any such Extension Period. At the end of
          the Extension Period, all accrued and unpaid Distributions (but only
          to the extent payments are made in respect of the Debentures held by
          the Debenture Trustee and to the extent the Debenture Trustee has
          funds available therefor) will be payable to the Holders of the
          Securities in whose names the Securities are registered in the
          Securities Register on the record date relating to the Distribution
          Date on which the Extension Period ends. Prior to the termination of
          any such Extension Period, the Depositor may further defer payments
          of interest by further extending such Extension Period; provided
          that such Extension Period together with all such previous and
          further extensions within such Extension Period may not exceed 20
          consecutive quarterly periods or extend beyond the maturity date of
          the Debentures. Upon the termination of any Extension Period and the
          payment of all amounts then due, the Depositor may commence a new
          Extension Period, subject to the above requirements.

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

          Section 4.2. Redemption.

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

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

              (i) the Redemption Date;

              (ii) the Redemption Price;

              (iii) the CUSIP number, International Securities Identification
          Number and Common Code as applicable;

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

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

<PAGE>

                                      24

              (vi) if the Trust Preferred Securities are no longer in
          book-entry-only form, the place and address where the Holders shall
          surrender their Trust Preferred Securities Certificates.

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

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

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

<PAGE>
                                      25

          (f) Subject to Section 4.3(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Trust Preferred Securities. The particular Trust Preferred Securities to
be redeemed shall be selected on a pro rata basis (based upon Liquidation
Amounts) not more than 60 days prior to the Redemption Date (i) if the Trust
Preferred Securities are then represented by Book-Entry Trust Preferred
Securities Certificates, by the Clearing Agency in accordance with its
procedures or (ii) if the Trust Preferred Securities are then represented by
Definitive Trust Preferred Securities Certificates, by the Property Trustee
from the Outstanding Trust Preferred Securities not previously called for
redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $25.00 or an integral multiple
of $25.00 in excess thereof) of the Liquidation Amount of Trust Preferred
Securities of a denomination larger than $25.00. The Property Trustee shall
promptly notify the Security Registrar in writing of the Trust Preferred
Securities selected for redemption and, in the case of any Trust Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to
be redeemed. For all purposes of this Trust Agreement, unless the context
otherwise requires, all provisions relating to the redemption of Trust
Preferred Securities shall relate, in the case of any Trust Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Trust Preferred Securities that has been or is to be
redeemed. The Trust may not redeem fewer than all the Outstanding Trust
Preferred Securities unless all accrued and unpaid Distributions have been
paid on all Trust Preferred Securities for all Distribution Dates terminating
on or before the date of redemption.

          Section 4.3. Subordination of Common Securities.

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

          (b) In the case of the occurrence of any Event of Default resulting
from any Debenture Event of Default, the Holder of Common Securities will be
deemed to have waived any right to act with respect to any such Event of
Default under this Trust Agreement until the effect of all such Events of
Default with respect to the Trust Preferred Securities have been

<PAGE>

                                      26

cured, waived or otherwise eliminated. Until any such Event of Default under
this Trust Agreement with respect to the Trust Preferred Securities has been
so cured, waived or otherwise eliminated, the Property Trustee shall act
solely on behalf of the Holders of the Trust Preferred Securities and not the
Holder of the Common Securities, and only the Holders of the Trust Preferred
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 Trust Preferred Securities shall be made by
check mailed to the address of the Person entitled thereto as such address
shall appear on the Securities Register or, if the Trust Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to the
Clearing Agency in immediately available funds, which shall credit the
relevant Persons' accounts at such Clearing Agency on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed in writing between the Property
Trustee and the Common Securityholder.

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

          Section 4.6. Payment of Expenses of the Trust.

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

          (b) Upon receipt by the Trust of the amounts described in subsection
4.6(a), the Trust shall promptly pay any taxes, duties or other governmental
charges of whatever nature (other

<PAGE>
                                      27


than United States withholding taxes) imposed on the 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 Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder (or an Owner with respect to the Holder's Trust Preferred Securities)
has directly received pursuant to Section 5.8 of the Indenture or Section 5.14
of this Trust Agreement.

                                   ARTICLE V

                         TRUST SECURITIES CERTIFICATES

          Section 5.1. Initial Ownership.

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

          Section 5.2. The Trust Securities Certificates.

          The Trust Preferred Securities Certificates shall be issued in
minimum denominations of $25.00 Liquidation Amount and integral multiples
thereof, and the Common Securities Certificates shall be issued in
denominations of $25.00 Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee and, if
executed on behalf of the Trust by facsimile, countersigned by a transfer
agent or its agent. The Trust Preferred Securities Certificates shall be
authenticated by the Property Trustee by manual or facsimile signature of an
authorized signatory thereof and, if executed by such authorized signatory of
the Property Trustee by facsimile, countersigned by a transfer agent or its
agent. Trust Securities Certificates bearing the manual signatures of
individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust or the Property Trustee or,
if executed on behalf of the Trust or the Property Trustee by facsimile,
countersigned by a transfer agent or its agent, shall be validly issued and
entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
delivery of such Trust Securities Certificates or did not hold such offices at
the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Securityholder, and shall be
entitled to the rights and subject to the obligations of a Securityholder
hereunder, upon due registration of such Trust Securities Certificate in such
transferee's name pursuant to Sections 5.4, 5.11 and 5.13.

          Section 5.3. Execution and Delivery of Trust Securities
Certificates.

          On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to
or upon the written order of the Depositor,

<PAGE>
                                      28

signed by its chairman of the board, its chief executive officer, 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.  Registration of Transfer and Exchange of Trust
Preferred Securities Certificates.

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

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

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

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

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

<PAGE>
                                      29

          Section 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

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

          Section 5.6. Persons Deemed Securityholders.

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

          Section 5.7. Access to List of Securityholders' Names and
Addresses.

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

          Section 5.8. Maintenance of Office or Agency.

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

<PAGE>
                                      30

          Section 5.9. Appointment of Paying Agent.

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

          Section 5.10. Ownership of Common Securities by Depositor.

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

          Section 5.11.  Book-Entry Trust Preferred Securities Certificates;
Common Securities Certificate.

          (a) The Trust Preferred Securities Certificates, upon original
issuance, will be issued in the form of a Trust Preferred Securities
Certificate or Certificates representing Book-Entry

<PAGE>
                                      31

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

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

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

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

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

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

          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 Trust
Preferred Securities Certificates shall have been issued to Owners pursuant to
Section 5.13, the Trustees shall give all such notices and communications
specified herein to be given to Owners to the Clearing Agency, and shall have
no obligations to the Owners.

          Section 5.13. Definitive Trust Preferred Securities Certificates.

          If (a) the Depositor or the Clearing Agency advises the Trustees in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Trust Preferred Securities
Certificates, and the Depositor is unable to locate a

<PAGE>
                                      32


qualified successor within 90 days, (b) at anytime the Clearing Agency ceases
to be a clearing agency registered under the Securities Exchange Act of 1934,
as amended, at a time when the Clearing Agency is required to be so registered
to act as such depositary, (c) the Depositor at its option advises the
Administrative Trustees in writing that it elects to terminate the book-entry
system through the Clearing Agency or (d) after the occurrence and continuance
of a Debenture Event of Default, then the Administrative Trustees shall notify
other Trustees and the Clearing Agency, and the Clearing Agency, in accordance
with its customary rules and procedures, shall notify all Clearing Agency
Participants for whom it holds Trust Preferred Securities of the occurrence of
any such event and of the availability of the Definitive Trust Preferred
Securities Certificates to Owners of such class or classes, as applicable,
requesting the same. Upon surrender to the Administrative Trustees of the
typewritten Trust Preferred Securities Certificate or Certificates
representing the Book-Entry Trust Preferred Securities Certificates by the
Clearing Agency, accompanied by registration instructions, the Administrative
Trustees, or any one of them, shall execute the Definitive Trust Preferred
Securities Certificates in accordance with the instructions of the Clearing
Agency or, if executed on behalf of the Trust by facsimile, countersigned by a
transfer agent or its agent. Neither the Securities Registrar nor the Trustees
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Trust Preferred Securities Certificates, the
Trustees shall recognize the Holders of the Definitive Trust Preferred
Securities Certificates as Securityholders. The Definitive Trust Preferred
Securities Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees that meets the requirements of any stock exchange or automated
quotation system on which the Trust Preferred Securities are then listed or
approved for trading, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

          Section 5.14. Rights of Securityholders.

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

          (b) For so long as any Trust Preferred Securities remain
Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee
fails or the holders of not less than 25% in principal amount of the
outstanding Debentures fail to declare the principal of all of the

<PAGE>
                                      33


Debentures to be immediately due and payable, the Holders of at least 25% in
Liquidation Amount of the Trust Preferred Securities then Outstanding shall
have such right by a notice in writing to the Depositor and the Debenture
Trustee; and upon any such declaration such principal amount of and the
accrued interest on all of the Debentures shall become immediately due and
payable as set forth in the Indenture, provided that the payment of principal,
premium and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

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

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

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

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

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

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

          The Holders of a majority in aggregate Liquidation Amount of the
Trust Preferred Securities may, on behalf of the Holders of all the Trust
Preferred Securities, waive any past default under the Indenture, except a
default in the payment of principal, premium or interest (unless all Events of
Default with respect to the Debenture Events of Default, other than the
non-payment of the principal of the Debentures which has become due solely by
such acceleration, have been cured or annulled as provided in Section 5.3 of
the Indenture and the Depositor has paid or deposited with the Debenture
Trustee a sum sufficient to pay all overdue installments of interest
(including any Additional Interest) on the Debentures, the principal of (and
premium, if any, on) any Debentures which have become due otherwise than by
such declaration of acceleration and interest thereon at the rate borne by the
Debentures, and all sums paid or advanced by the Debenture Trustee under the
Indenture and the reasonable compensation, expenses, disbursements and
advances of the Debenture Trustee and the Property Trustee, their agents and
counsel) or a default in respect of a covenant or provision which under the
Indenture

<PAGE>
                                      34


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

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

          Section 5.15. CUSIP Numbers, International Securities
Identification Numbers and Common Codes.

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

<PAGE>
                                      35


                                  ARTICLE VI

                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

          Section 6.1. Limitations on Voting Rights.

          (a) Except as provided under this Section, under Sections 5.14, 8.10
and 10.3, in the Indenture and as otherwise required by law, the Holders of
the Trust Preferred Securities will have no voting rights.

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

          (c) If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of any Trust
Securities, whether by way of amendment to this Trust Agreement or otherwise,
or (ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Trust 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 Trust Securities affected hereby; provided, however, that if any
amendment or proposal referred to in clause (i) above would adversely affect
only the Trust Preferred Securities or only the Common Securities, then only
the affected 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
a majority in Liquidation Amount of such affected class of Trust Securities.
Notwithstanding any other provision of this Trust Agreement, no amendment to
this

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                                      36

Trust Agreement may be made if, as a result of such amendment, it would cause
the Trust to fail to be classified as a grantor trust for United States
federal income tax purposes.

          (d) A waiver of a Debenture Event of Default under the Indenture by
the Debenture Trustee at the direction of the Holders of the Trust Preferred
Securities, constitutes a waiver of the corresponding Event of Default under
this Trust Agreement.

          Section 6.2. Notice of Meetings.

          Notice of all meetings of the Trust Preferred Securityholders,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 10.10 to each Trust Preferred
Securityholder of record, at his registered address, at least 15 days and not
more than 90 days before the meeting. Each such notice will include a
statement setting forth (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Securityholders are entitled to vote or
of such matter upon which written consent is sought and (iii) instructions for
the delivery of proxies or consents. 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 Trust Preferred Securityholders.

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

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

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

          Section 6.4. Voting Rights.

          Securityholders shall be entitled to one vote for each $25.00 of
Liquidation Amount represented by their Trust Securities in respect of any
matter as to which such Securityholders are entitled to vote.

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                                      37


          Section 6.5. Proxies, etc.

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

          Section 6.6. Securityholder Action by Written Consent.

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

          Section 6.7. Record Date for Voting and Other Purposes.

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

          Section 6.8. Acts of Securityholders.

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

<PAGE>
                                      38

sufficient for any purpose of this Trust Agreement and (subject to Section
8.1) conclusive in favor of the Trustees, if made in the manner provided in
this Section.

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

          The ownership of Trust Preferred Securities shall be proved by the
Securities Register.

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

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

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

          Section 6.9. Inspection of Records.

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

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                                      39

                                  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 Securityholders that:

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

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

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

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

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

          (f) the execution, delivery and performance of this Trust Agreement
has been duly authorized by all necessary corporate or other action on the
part of the Property Trustee and the Delaware Trustee and does not require any
approval of stockholders of the Property Trustee and the Delaware Trustee and
such execution, delivery and performance will not (i) violate the charter or
by-laws of the Property Trustee or the Delaware Trustee, (ii) violate any
provision of, or constitute, with or without notice or lapse of time, a
default under, or result in the creation or imposition of, any Lien on any
properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or
instrument to which the Property Trustee or the Delaware Trustee is a party or
by which it is bound, or (iii) violate any law, governmental rule or
regulation of the State of New York or the State of Delaware, as the case may
be, governing the banking, trust or general powers of the Property Trustee or
the Delaware Trustee (as appropriate in context) or any order, judgment or
decree applicable to the Property Trustee or the Delaware Trustee;

<PAGE>
                                      40

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

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

          Section 7.2. Representations and Warranties of Depositor.

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

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

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

                                 ARTICLE VIII

                                 THE TRUSTEES

          Section 8.1. Certain Duties and Responsibilities.

          (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds
or otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of
this Section 8.1. Nothing in this Trust Agreement shall be construed to
release an Administrative Trustee from liability for its

<PAGE>
                                      41


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

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

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

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

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

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

                    (iii) the Property Trustee's sole duty with respect to the
          custody, safe keeping and physical preservation of the Debentures
          and the Payment Account shall be to deal

<PAGE>
                                      42


          with such property in a similar manner as the Property Trustee deals
          with similar property for its own account, subject to the
          protections and limitations on liability afforded to the Property
          Trustee under this Trust Agreement and the Trust Indenture Act;

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

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

          Section 8.2.  Certain Notices.

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

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

          Section 8.3.  Certain Rights of Property Trustee.

          Subject to the provisions of Section 8.1:

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

          (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action
or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the Trust Preferred Securityholders are entitled to vote
under the terms of this Trust Agreement, the Property Trustee shall deliver a
notice to the Depositor requesting written instructions of the Depositor as to
the course of action to be taken and the Property Trustee shall

<PAGE>
                                      43


take such action, or refrain from taking such action, as the Property Trustee
shall be instructed in writing to take, or to refrain from taking, by the
Depositor; provided, however, that if the Property Trustee does not receive
such instructions of the Depositor within ten Business Days after it has
delivered such notice, or such reasonably shorter period of time set forth in
such notice (which to the extent practicable shall not be less than two
Business Days), it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Securityholders, in which event the
Property Trustee shall have no liability except for its own bad faith,
negligence or willful misconduct;

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

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

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

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

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

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

          (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided

<PAGE>
                                      44


that the Property Trustee shall be responsible for its own negligence or
recklessness with respect to selection of any agent or attorney appointed by
it hereunder;

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

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

          No provision of this Trust Agreement shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in
any jurisdiction in which it shall be illegal, or in which the Property
Trustee shall be unqualified or incompetent in accordance with applicable law,
to perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property 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 Trust, and the Trustees
do not assume any responsibility for their correctness. The Trustees shall not
be accountable for the use or application by the Depositor of the proceeds of
the Debentures.

          Section 8.5. May Hold Securities.

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

          Section 8.6. Compensation; Indemnity; Fees.

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

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

<PAGE>
                                      45


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

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

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

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

          The Depositor and any Trustee (in the case of the Property Trustee,
subject to Section 8.8 hereof) may engage in or possess an interest in other
business ventures of any nature or description, independently or with others,
similar or dissimilar to the business of the Trust, and the Trust and the
Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. Neither the
Depositor, nor any Trustee, shall be obligated to present any particular
investment or other opportunity to the Trust even if such opportunity is of a
character that, if presented to the Trust, could be taken by the Trust, and
the Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent
for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

<PAGE>
                                      46



          Section 8.7. Corporate Property Trustee Required; Eligibility of
Trustees.

          (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that
is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes
of this Section 8.7(a), 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 8.7(a), it shall resign immediately in the
manner and with the effect hereinafter specified in this Article.

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

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

          Section 8.8. Conflicting Interests.

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

          Section 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 Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power
to appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-trustee, jointly with the Property Trustee, of all
or any part of such Trust Property, or to the extent required by law to act as
separate trustee of any such property, in either case with such powers as may
be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If
the Depositor does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Debenture Event of Default
has occurred and is continuing, the Property Trustee alone

<PAGE>
                                      47


shall have power to make such appointment. Any co-trustee or separate trustee
appointed pursuant to this Section 8.9 shall either be (i) a natural person
who is at least 21 years of age and a resident of the United States or (ii) a
legal entity with its principal place of business in the United States that
shall act through one or more persons authorized to bind such entity.

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

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

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

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

          (c) The Property Trustee at any time, by an instrument in writing
executed by it, with the written concurrence of the Depositor, may accept the
resignation of or remove any co-trustee or separate trustee appointed under
this Section 8.9, and, in case a Debenture Event of Default has occurred and
is continuing, the Property Trustee shall have power to accept the resignation
of, or remove, any such co-trustee or separate trustee without the concurrence
of the Depositor. Upon the written request of the Property Trustee, the
Depositor shall join with the Property Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner
provided in this Section 8.9.

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

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

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

<PAGE>
                                      48


          Section 8.10. Resignation and Removal; Appointment of Successor.

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

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

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

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

<PAGE>
                                      49

Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

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

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

          Section 8.11.  Acceptance of Appointment by Successor.

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

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

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

<PAGE>
                                      50

          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
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

          Section 8.13. Preferential Collection of Claims Against Depositor or
Trust.

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

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

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

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

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

          Section 8.14.  Reports by Property Trustee.

          (a) The Property Trustee shall transmit to Securityholders such
reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the


<PAGE>
                                      51


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

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

          Section 8.15.  Reports to the Property Trustee.

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

          Section 8.16. Evidence of Compliance with Conditions Precedent.

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

          Section 8.17. Number of Trustees.

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

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

          (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not
operate to dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such

<PAGE>
                                      52

vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 8.10, the Administrative Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Agreement), shall have all the powers granted to the Administrative Trustees
and shall discharge all the duties imposed upon the Administrative Trustees by
this Trust Agreement.

          (d) At all times, the Property Trustee must be (i) a bank as defined
in Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
government sponsored enterprise.

          (e) At all times, each Trustee must be a United States Person as
defined in Section 7701(a)(30) of the Code.

          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

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

                                  ARTICLE IX

                      TERMINATION, LIQUIDATION AND MERGER

          Section 9.1. Termination Upon Expiration Date.

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

          Section 9.2. Early Termination.

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

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

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

<PAGE>
                                      53

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

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

          Section 9.3. Termination.

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

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

                    (i) state the CUSIP Number, International Securities
          Identification Number and Common Code, as applicable, of the Trust
          Securities;

                    (ii) state the Liquidation Date;

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

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

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

<PAGE>
                                      54

separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

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

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

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

          The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except
pursuant to this Section 9.5. At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the Holders
of the Trust Preferred Securities, the Property Trustee or the Delaware
Trustee, the Trust may merge with or into, consolidate, amalgamate, or be
replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to a trust organized as such under the laws of
any state; provided, that (i) such successor entity either (a) expressly
assumes all of the

<PAGE>
                                      55

obligations of the Trust with respect to the Trust Securities or (b)
substitutes for the Trust Securities other securities having substantially the
same terms as the Trust Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Trust Securities rank in priority
with respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities (of the Trust
Preferred Securities) are listed or traded, or any Successor Securities (of
the Trust Preferred Securities) will be listed upon notification of issuance,
on any national securities exchange or other organization on which the Trust
Preferred Securities are then listed or traded, if any, (iv) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does
not cause the Trust Preferred Securities (including any Successor Securities
(of the Trust Preferred Securities)) to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Trust
Securities (including any Successor Securities) in any material respect, other
than in connection with any dilution of the Securityholders interest in the
new entity, (vi) such successor entity has a purpose identical to that of the
Trust, (vii) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of
Counsel to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the holders of the Trust Securities
(including any Successor Securities) in any material respect, other than in
connection with any dilution of the Securityholders interest in the new
entity, (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity
will be required to register as an investment company under the Investment
Company Act, and (c) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Trust or such successor entity
will continue to be classified as a grantor trust for United States federal
income tax purposes, and (viii) the Depositor guarantees the obligations of
such successor entity under the Successor Securities at least to the extent
provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Trust
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 the Depositor has received an
Opinion of Counsel to the effect that such consolidation, amalgamation,
merger, replacement, conveyance, transfer or lease would cause the Trust or
the successor entity to be classified as other than a grantor trust for United
States federal income tax purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISONS

          Section 10.1. Limitation of Rights of Securityholders.

          Except to the extent otherwise provided in Section 9.2, the death,
incapacity, liquidation, dissolution, termination or bankruptcy of any Person
having an interest, beneficial or otherwise, in Trust Securities shall not
operate to terminate this Trust Agreement, nor entitle the legal

<PAGE>
                                      56


representatives or heirs of such Person or any Securityholder for such Person,
to claim an accounting, take any action or bring any proceeding in any court
for a partition or winding up of the arrangements contemplated hereby, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

          Section 10.2. Liability of the Common Securityholder.

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

          Section 10.3.  Amendment.

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

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

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

<PAGE>
                                      57


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

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

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

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

          Section 10.4. Consolidation, Merger, Conveyance, Transfer or
Lease.

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

          Section 10.5. Separability.

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

          Section 10.6.  Governing Law.

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

          Section 10.7. Payments Due on Non-Business Day.

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

<PAGE>
                                      58


          Section 10.8. Successors.

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

          Section 10.9. Headings.

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

          Section 10.10. Reports, Notices and Demands.

          Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or
served to or upon any Securityholder or the Depositor may be given or served
in writing by deposit thereof, first-class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(a) in the case of a Trust Preferred Securityholder, to such Trust Preferred
Securityholder as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Common Securityholder or the
Depositor, to MBNA Corporation, 1100 North King Street, Wilmington, Delaware
19884-2721, Attention: Thomas D. Wren, facsimile no.: (302) 456-8545. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

          Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (a) with respect to the Property Trustee
to The Bank of New York, 101 Barclay Street, New York, New York 10286,
Attention: Corporate Trust Administration; (b) with respect to the Delaware
Trustee, to The Bank of New York (Delaware), [White Clay Center, Route 273,
Newark, Delaware], with a copy to the Property Trustee at the address set
forth in clause (a); and (c) with respect to the Administrative Trustees, to
them at the address above for notices to the Depositor, marked "Attention
Administrative Trustees of MBNA Capital D." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made, for all purposes, upon hand delivery,
mailing or transmission.

          Section 10.11. Agreement Not to Petition.

          Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of

<PAGE>
                                      59


any proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.11, the Property
Trustee agrees, for the benefit of Securityholders, that at the expense of the
Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the
Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be stopped
and precluded therefrom and such other defenses, if any, as counsel for the
Trustee or the Trust may assert. The provisions of this Section 10.11 shall
survive the termination of this Trust Agreement.

          Section 10.12. Trust Indenture Act; Conflict with Trust Indenture
Act.

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

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

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

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

          Section 10.13. Acceptance of Terms of Trust Agreement, Guarantee
and Indenture.

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

<PAGE>
                                      60

          Section 10.14.  Holders are Parties

          Notwithstanding that Holders have not executed and delivered this
Trust Agreement or any counterpart thereof, Holders shall be deemed to be
parties to this Trust Agreement and shall be bound by all of the terms and
conditions hereof and of the Trust Securities by acceptance and delivery of
the Trust Securities.

          Section 10.15. Counterparts.

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

<PAGE>



          This Trust Agreement is executed as of the day and year first above
written.


                                         MBNA CORPORATION
                                         By: __________________________
                                         Name:
                                         Title:


                                         THE BANK OF NEW YORK
                                           AS PROPERTY TRUSTEE
                                         By:____________________________
                                         Name:
                                         Title:


                                         THE BANK OF NEW YORK (DELAWARE),
                                           AS DELAWARE TRUSTEE
                                         By:____________________________
                                         Name:
                                         Title:


                                         _______________________________
                                         Thomas D. Wren
                                           as Administrative Trustee


                                         _______________________________
                                         John W. Scheflen
                                           as Administrative Trustee

<PAGE>

                                   EXHIBIT D

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

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

Certificate Number:                      Number of Trust Preferred Securities:
P-1                                                    12,000,000

                             CUSIP NO. 55266J 20 0
                             ISIN NO. US55266J2006

               Certificate Evidencing Trust Preferred Securities

                                      of

                                MBNA Capital D

                      8.125% Trust Preferred Securities,
                                   Series D
             (Liquidation Amount $25 per Trust Preferred Security)

          MBNA Capital D, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of TWELVE MILLION (12,000,000) trust
preferred securities of the Trust representing an undivided beneficial
interest in the assets of the Trust and designated the MBNA Capital D 8.125%
Trust Preferred Securities, Series D (Liquidation Amount $25 per Trust
Preferred Security) (the "Trust Preferred Securities"). The Trust Preferred
Securities are transferable on the books and records of the Trust, in person
or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer as provided in Section 5.4 of the
Trust Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust
Preferred Securities are set forth in, and this certificate and the Trust
Preferred Securities represented hereby are issued and shall in all respects
be


<PAGE>

subject to, the terms and provisions of, the Amended and Restated Trust
Agreement of the Trust dated as of June 27, 2002, as the same may be amended
from time to time (the "Trust Agreement") including the designation of the
terms of Trust Preferred Securities as set forth therein. The Holder is
entitled to the benefits of the Guarantee Agreement entered into by MBNA
Corporation, a Maryland corporation ("MBNA"), and The Bank of New York, a New
York banking corporation ("The Bank of New York"), as guarantee trustee, dated
as of June 27, 2002 (the "Guarantee"), to the extent provided therein. The
Trust will furnish a copy of the Trust Agreement and the Guarantee to the
Holder without charge upon written request to the Trust at its principal place
of business or registered office.

          Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder and by acceptance hereof
agrees to the provisions of (i) the Guarantee and (ii) the Junior Subordinated
Indenture entered into by MBNA and The Bank of New York, as trustee, dated as
December 18, 1996, and the First Supplemental Indenture thereto dated June 27,
2002.

<PAGE>



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

                                MBNA CAPITAL D


                                By:__________________________________
                                    Name:  Thomas D. Wren
                                    Administrative Trustee

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

Date of Authentication:

June 27, 2002

THE BANK OF NEW YORK, as
  Property Trustee

By:  ___________________________
     Name:
     Title:
<PAGE>


                                  ASSIGNMENT

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


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


                   (Insert address and zip code of assignee)

and irrevocably appoints




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

Date:

Signature:

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

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