exv4w11






EXHIBIT 4.11




 





Amended and Restated Trust Agreement




among



U.S. Bancorp,

as Depositor,



Wilmington Trust Company,

as Property Trustee,



Wilmington Trust Company,

as Delaware Trustee,



the Administrative Trustees (as named herein),



and the several Holders of the Trust Securities



Dated as of March 17, 2006



of



USB CAPITAL IX



 




 









 





U.S. Bancorp

Certain Sections of this Trust Agreement relating to Section 310 through 318, inclusive, 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 
	(c)

	 	Not applicable
	§ 311(a)

	 	8.13 
	(b)

	 	8.13 
	§ 312(a)

	 	5.7 
	(b)

	 	5.7 
	(c)

	 	5.7 
	§ 313(a)

	 	8.15(a), 8.15(b) 
	(b)

	 	8.15(b) 
	(c)

	 	12.8 
	(d)

	 	8.15(c) 
	§ 314(a)

	 	8.16 
	(b)

	 	Not applicable
	(c)(1)

	 	8.17 
	(c)(2)

	 	8.17 
	(c)(3)

	 	Not applicable
	(d)

	 	Not applicable
	(e)

	 	1.1, 8.17 
	§ 315(a)

	 	8.1(a), 8.3(a) 
	(b)

	 	8.2, 12.8 
	(c)

	 	8.1(d) 
	(d)

	 	8.1(e), 8.3 
	(e)

	 	Not applicable
	§ 316(a)

	 	Not applicable
	(a)(1)(A)

	 	Not applicable
	(a)(1)(B)

	 	5.16(e) 
	(a)(2)

	 	Not applicable
	(b)

	 	5.16 
	(c)

	 	6.8 
	§ 317(a)(1)

	 	Not applicable
	(a)(2)

	 	8.14 
	(b)

	 	5.9 
	§ 318(a)

	 	12.10 
	(b)

	 	12.10 







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





Trust Agreement




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Table of Contents




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I

	 
	 	 	 	 
	Defined Terms

	 
	 	 	 	 
	Section 1.1 Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	Continuation of the Issuer Trust; Issuance of Trust Preferred Securities; and Related Matters

	 
	 	 	 	 
	Section 2.1 Name
	 	 	18	 
	Section 2.2 Office of the Delaware Trustee; Principal Place of Business
	 	 	18	 
	Section 2.3 Initial Contribution of Trust Property; Organizational Expenses
	 	 	18	 
	Section 2.4 Issuance of the Trust Preferred Securities
	 	 	18	 
	Section 2.5 Issuance of the Common Securities; Subscription and Purchase of Notes
	 	 	19	 
	Section 2.6 Declaration of Trust
	 	 	19	 
	Section 2.7 Authorization to Enter into Certain Transactions
	 	 	20	 
	Section 2.8 Assets of Issuer Trust
	 	 	24	 
	Section 2.9 Title to Trust Property
	 	 	24	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	Payment Account

	 
	 	 	 	 
	Section 3.1 Payment Account
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	Distributions; Redemption, Etc.

	 
	 	 	 	 
	Section 4.1 Distributions
	 	 	24	 
	Section 4.2 Redemption
	 	 	27	 
	Section 4.3 Subordination of Common Securities
	 	 	29	 
	Section 4.4 Payment Procedures
	 	 	31	 
	Section 4.5 Tax Returns and Reports
	 	 	31	 
	Section 4.6 Payment of Expenses of the Issuer Trust
	 	 	31	 
	Section 4.7 Payments under Indenture or Pursuant to Direct Actions
	 	 	31	 
	Section 4.8 Combination of Stripped ITS and Normal ITS after Stock Purchase Date
	 	 	32	 






 









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE V

	 
	 	 	 	 
	Trust Securities Certificates

	 
	 	 	 	 
	Section 5.1 Initial Ownership
	 	 	32	 
	Section 5.2 The Trust Securities Certificates
	 	 	32	 
	Section 5.3 Execution and Delivery of Trust Securities Certificates
	 	 	33	 
	Section 5.4 Registration of Transfer and Exchange of Trust Preferred Securities
Certificates
	 	 	33	 
	Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates
	 	 	34	 
	Section 5.6 Persons Deemed Holders
	 	 	34	 
	Section 5.7 List of Holders’ Names and Addresses
	 	 	35	 
	Section 5.8 Maintenance of Office Agency
	 	 	35	 
	Section 5.9 Appointment of Paying Agent
	 	 	36	 
	Section 5.10 Ownership of Common Securities by Depositor; Common Securities Certificate
	 	 	36	 
	Section 5.11 Book-Entry Trust Preferred Securities Certificates
	 	 	36	 
	Section 5.12 Notices to Clearing Agency
	 	 	39	 
	Section 5.13 Exchanges
	 	 	39	 
	Section 5.14 Remarketing Elections
	 	 	41	 
	Section 5.15 Definitive Trust Preferred Securities Certificates
	 	 	43	 
	Section 5.16 Rights of Holders; Waivers of Past Defaults
	 	 	44	 
	Section 5.17 CUSIP Numbers
	 	 	46	 
	Section 5.18 Remarketing Procedures
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VI

	 
	 	 	 	 
	Acts of Holders; Meetings; Voting

	 
	 	 	 	 
	Section 6.1 Limitations on Voting Rights
	 	 	47	 
	Section 6.2 Notice of Meetings
	 	 	49	 
	Section 6.3 Meetings of Holders of the Trust Preferred Securities
	 	 	49	 
	Section 6.4 Voting Rights
	 	 	49	 
	Section 6.5 All Votes Must Be Made by a United States Person
	 	 	49	 
	Section 6.6 Proxies, Etc
	 	 	50	 
	Section 6.7 Holder Action by Written Consent
	 	 	50	 
	Section 6.8 Record Date for Voting and Other Purposes
	 	 	50	 
	Section 6.9 Acts of Holders
	 	 	50	 
	Section 6.10 Inspection of Records
	 	 	51	 
	 
	 	 	 	 
	ARTICLE VII

	 
	 	 	 	 
	Representations and Warranties

	 
	 	 	 	 
	Section 7.1 Representations and Warranties of the Property Trustee and the Delaware
Trustee
	 	 	51	 
	Section 7.2 Representations and Warranties of Depositor
	 	 	53	 






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	 	 	Page	 
	ARTICLE VIII

	 
	 	 	 	 
	The Issuer Trustees

	 
	 	 	 	 
	Section 8.1 Certain Duties and Responsibilities
	 	 	53	 
	Section 8.2 Certain Notices
	 	 	55	 
	Section 8.3 Certain Rights of Property Trustee
	 	 	56	 
	Section 8.4 Not Responsible for Recitals or Issuance of Securities
	 	 	58	 
	Section 8.5 May Hold Securities
	 	 	58	 
	Section 8.6 Compensation; Indemnity; Fees
	 	 	58	 
	Section 8.7 Corporate Property Trustee Required; Eligibility of Issuer Trustees and
Administrative Trustees
	 	 	59	 
	Section 8.8 Conflicting Interests
	 	 	59	 
	Section 8.9 Co-Trustees and Separate Trustee
	 	 	60	 
	Section 8.10 Resignation and Removal; Appointment of Successor
	 	 	61	 
	Section 8.11 Acceptance of Appointment by Successor
	 	 	62	 
	Section 8.12 Merger, Conversion, Consolidation or Succession to Business
	 	 	62	 
	Section 8.13 Preferential Collection of Claims Against Depositor or Issuer Trust
	 	 	63	 
	Section 8.14 Property Trustee May File Proofs of Claim
	 	 	63	 
	Section 8.15 Reports by Property Trustee
	 	 	63	 
	Section 8.16 Reports to the Property Trustee
	 	 	64	 
	Section 8.17 Evidence of Compliance with Conditions Precedent
	 	 	64	 
	Section 8.18 Number of Issuer Trustees
	 	 	64	 
	Section 8.19 Delegation of Power
	 	 	65	 
	 
	 	 	 	 
	ARTICLE IX

	 
	 	 	 	 
	Dissolution, Liquidation and Merger

	 
	 	 	 	 
	Section 9.1 Perpetual Existence
	 	 	65	 
	Section 9.2 Early Dissolution
	 	 	65	 
	Section 9.3 Dissolution
	 	 	65	 
	Section 9.4 Liquidation
	 	 	66	 
	Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust
	 	 	67	 
	 
	 	 	 	 
	ARTICLE X

	 
	 	 	 	 
	Qualifying Treasury Securities

	 
	 	 	 	 
	Section 10.1 Qualifying Treasury Securities
	 	 	68	 
	 
	 	 	 	 
	ARTICLE XI

	 
	 	 	 	 
	Other ITS Related Provisions

	 
	 	 	 	 
	Section 11.1 Tax Treatment
	 	 	69	 






-iv-









 






	 	 	 	 	 
	 	 	Page	 
	ARTICLE XII

	 
	 	 	 	 
	Miscellaneous Provisions

	 
	 	 	 	 
	Section 12.1 Limitation of Rights of Holders
	 	 	69	 
	Section 12.2 Amendment
	 	 	70	 
	Section 12.3 Separability Clause
	 	 	71	 
	Section 12.4 Governing Law
	 	 	71	 
	Section 12.5 Payments Due on Non-Business Day
	 	 	72	 
	Section 12.6 Successors and Assigns
	 	 	72	 
	Section 12.7 Effect of Headings and Table of Contents
	 	 	72	 
	Section 12.8 Reports, Notices and Demands
	 	 	72	 
	Section 12.9 Agreement Not to Petition
	 	 	73	 
	Section 12.10 Trust Indenture Act; Conflict with Trust Indenture Act
	 	 	73	 
	Section 12.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture
	 	 	73	 






EXHIBITS:




Exhibit A – Original Certificate of Trust

Exhibit B –  Restated Certificate of Trust

Exhibit C – Form of Capital ITS Certificate

Exhibit D – Form of Common Securities Certificate

Exhibit E – Form of Normal ITS Certificate

Exhibit F – Form of Stripped ITS Certificate




-v-









 





     Amended and Restated Trust Agreement, dated as of March 17, 2006, among (i) U.S.
Bancorp, a Delaware corporation (including any successors or assigns, the “Depositor”),
(ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in
such capacity, the “Property Trustee”); (iii) Wilmington Trust Company, a Delaware banking
corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) David M. Moffett,
an individual, and Daryl N. Bible, an individual and Lee R. Mitau, an individual, each of whose
address is c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402 (each, an
“Administrative Trustee,” and collectively, the “Administrative Trustees”) (the Property Trustee,
the Delaware Trustee, and the Administrative Trustees being referred to collectively as the “Issuer
Trustees”), and (iv) the several Holders, as hereinafter defined.



Recital of the Depositor




     The Depositor and Delaware Trust Company, National Association (the “Original Trustee”), have
heretofore duly declared and established a statutory trust (the “Issuer Trust”), pursuant to the
Delaware Statutory Trust Act (as hereinafter defined) by entering into that certain Trust
Agreement, dated as of April 27, 2005 (the “Original Trust Agreement”), and by the execution and
filing with the Secretary of State of the State of Delaware the Certificate of Trust, filed on
April 27, 2005, attached as Exhibit A (the “Original Certificate of Trust”). Pursuant to an
Omnibus Appointment and Resignation Agreement, dated as of January 18, 2006, the Original Trustee
resigned and Wilmington Trust Company was appointed by the Depositor as successor trustee under the
Original Trust Agreement and a Restated Certificate of Trust, a copy of which is attached as
Exhibit B (the “Restated Certificate of Trust” and together with the Original Certificate of Trust,
the “Certificate of Trust”), was filed with the Secretary of State of Delaware on January 18, 2006.



     The Depositor and the Issuer Trustees desire to amend and restate the Trust Agreement in its
entirety as set forth herein to provide for, among other things, (i) the issuance of the Common
Securities by the Issuer Trust to the Depositor, (ii) the issuance of Normal ITS by the Issuer
Trust and their issuance and sale pursuant to the Underwriting Agreement, (iii) the issuance of
Stripped ITS and Capital ITS in Exchange for Normal ITS as provided in Section 5.13, (iv) the
acquisition by the Issuer Trust from the Depositor of all of the right, title and interest in the
Notes, and (v) the entering into by the Issuer Trust with the Depositor of the Stock Purchase
Contract Agreement and, pursuant to the Stock Purchase Contracts evidenced by that Agreement, the
purchase by the Issuer Trust of shares of Preferred Stock on the Stock Purchase Date.



     Now, therefore, this Trust Agreement witnesseth: For and in consideration of the
agreements and obligations set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other
parties and for the benefit of the Holders, hereby amends and restates the Original Trust 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:



Trust Agreement




-1-









 






     (i) The terms defined in this Article have the meanings assigned to them in
this Article, and include the plural as well as the singular.




     (ii) 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.




     (iii) All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles, and the term
“generally accepted accounting principles” with respect to any computation required or
permitted hereunder shall mean such accounting principles that are generally accepted at
the date or time of such computation; provided that when two or more principles are so
generally accepted, it shall mean that set of principles consistent with those in use by
the Depositor.




     (iv) The words “hereby”, “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 6.9.



     “Actual/360 Basis” means, for purposes of calculating the rate of Distributions, such rate
calculated on the basis of a 360-day year and the number of days actually elapsed.



     “Additional Amount” means, with respect to Normal ITS and Capital ITS of a given Liquidation
Amount and/or a given period, the amount of Additional Interest paid by the Depositor on a Like
Amount of Notes for such period.



     “Additional Distribution Date” means each January 15, April 15, July 15 and October 15
commencing on the later of the first such date on which Stripped ITS are Outstanding and July 15,
2006 (or, if any such day is not a Business Day, the next succeeding Business Day).



     “Additional Interest” has the meaning specified in the Base 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 Issuer Trust 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.



     “Affected Class(es)” means, (i) if a proposed action or inaction or Event of Default or other
relevant circumstance relates solely and specifically to Trust Property, each Class for which such
Trust Property is a Corresponding Asset, (ii) if a proposed action or inaction or Event of Default
or other relevant circumstance does not relate specifically and solely to Trust Property, then each
Class that could reasonably be expected to be affected by the action proposed or inaction or Event
of Default, and (iii) for purposes of Section 5.16 at any time, the Classes of Trust Preferred
Securities for which Notes at such time are Corresponding Assets (that is, (A) for purposes of
Sections 5.16(b) and 5.16(c), until the Remarketing Settlement Date the Normal ITS and the Capital
ITS and, thereafter, the Capital ITS, (B) for purposes of Section 5.16(d), the Normal ITS and the
Stripped ITS, and (C) for purposes of Section 5.16(e), (I) if the Event of Default is of the type
referred to in clause (a) of the definition of that term, the Normal ITS and the Capital ITS until
the Remarketing Settlement Date and the Capital ITS thereafter, (II) if the Event of Default is of
the



Trust Agreement



-2-









 




type described in paragraph (b) of the definition of that term, the Normal ITS and Stripped
ITS, (III) if the Event of Default is of the type described in clause (d) of the definition of that
term, the Classes of Trust Preferred Securities that were to have been redeemed, and (IV) if the
Event of Default is of the type described in any of clause (c), (e) or (f) of the definition of
that term, each Class of Trust Preferred Securities then outstanding).




     “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.



     “Agent Agreement” has the meaning specified in Section 5.4.



     “Authorized Officer” of any Person means any officer of such Person or any Person authorized
by or pursuant to a resolution of the Board of Directors of such Person.



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




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



     “Bankruptcy Laws” has the meaning specified in Section 12.9.



     “Base Indenture” means the Junior Subordinated Indenture, dated as of April 28, 2005, between
the Depositor and Delaware Trust Company, National Association (the “Original Note Trustee”), as
amended and supplemented by the First Supplemental Indenture, dated as of August 3, 2005, between
the Depositor and the Original Note Trustee, as further amended and supplemented by the Second
Supplemental Indenture, dated as of December 29, 2005, among the Depositor, the Original Note
Trustee and the Note Trustee, as amended or supplemented from time to time.



     “Board of Directors” means either the board of directors of any Person or any committee of
that board of directors duly authorized to act.




Trust Agreement



-3-









 





     “Book-Entry Transfer” means:




     (a) as to Trust Preferred Securities represented by Book-Entry Trust Preferred
Securities Certificates and as to Notes represented by global certificates that settle and
clear through a Clearing Agency’s system, transfer or delivery in accordance with the rules
and procedures of the applicable Clearing Agency (including, in the case for DTC if it is
the Clearing Agency, book-entry deliveries through DTC’s Deposit/Withdrawal at Custodian
DWAC system); and




     (b) as to treasury securities (including Qualifying Treasury Securities), transfer or
delivery in accordance with the regulations of the United States Department of the Treasury
governing book-entry treasury securities, including those currently at 12 C.F.R. Part 357.



     “Book-Entry Trust Preferred Securities” means Trust Preferred Securities the ownership and
transfers of which shall be made through book entries by a Clearing Agency as provided in
Section 5.11.



     “Book-Entry Trust Preferred Securities Certificate” means a Trust Preferred Securities
Certificate evidencing ownership of Book-Entry Trust Preferred Securities.



     “Business Day” means a day other than a Saturday, a Sunday, or any other day on which banking
institutions in New York, New York, Minneapolis, Minnesota or Wilmington, Delaware are authorized
or required by law or executive order to remain closed.



     “Capital ITS” means a beneficial interest in the Issuer Trust, having a Liquidation Amount of
$1,000 per Capital ITS and having the rights provided for Capital ITS in this Trust Agreement,
including the right to receive Distributions and a Liquidation Distribution as provided herein.



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



     “Capital ITS Distribution Date” means (i) each April 15 and October 15, commencing on the
later of the first such date on which Capital ITS are Outstanding and October 15, 2006 continuing
through and including the last such date to occur prior to the Remarketing Date for a Successful
Remarketing, and (ii) thereafter for so long as Capital ITS remain outstanding, each day that is an
interest payment date for the Notes.



     “Capital ITS Distribution Rate” means (i) from the Closing Date to but not including the
Remarketing Settlement Date for a Successful Remarketing, 5.539% per annum (calculated on a 30/360
Basis), and (ii) thereafter, the rate per annum, whether a fixed rate or a rate determined pursuant
to a formula, determined pursuant to the Remarketing Agreement in connection with the Remarketing
(it being understood and agreed that, if there is not a Successful Remarketing of the Notes, the
Capital ITS Distribution Rate pursuant to clause (i) shall remain in effect for so long as Capital
ITS are outstanding).



     “Capital ITS Redemption Date” means, with respect to any Capital ITS to be redeemed, the date
fixed for such redemption by or pursuant to this Trust Agreement; provided that (i) each Note
Redemption Date shall be a Capital ITS Redemption Date for a Like Amount of Capital ITS and (ii) if
a Successful Remarketing occurs, the first Business Day after the Stock Purchase Date shall be a
Capital ITS Redemption Date for a redemption in kind pursuant to Section 4.2(c).




Trust Agreement



-4-









 





     “Capital ITS Redemption Price” means, with respect to a redemption of Capital ITS for a
Redemption Price payable in cash pursuant to Section 4.2(a) and the related Capital ITS Redemption
Date, the redemption price for a Like Amount of Notes redeemed on such date in accordance with the
Indenture.



     “Certificate” means a Capital ITS Certificate, a Normal ITS Certificate, a Stripped ITS
Certificate or a Common Securities Certificate.



     “Certificate Custodian” means, with respect to the Trust Preferred Securities of a Class, the
Securities Registrar, as custodian with respect to the Book-Entry Trust Preferred Securities
Certificates representing the Trust Preferred Securities of such Class, or any successor entity
thereto.



     “Certificate Depositary Agreement” means the agreement among the Issuer Trust, the Paying
Agent and DTC, as the initial Clearing Agency, dated as of the Closing Date.



     “Certificate of Designation” means the “Certificate of Designation Series A Non-Cumulative
Perpetual Preferred Stock of U.S. Bancorp”, dated March 16, 2006, setting forth the resolutions of
the Depositor’s Board of Directors fixing the designations, voting powers, preferences and
relative, participating and other special rights, and qualifications, limitations and restrictions
thereof of the shares of the Preferred Stock as a new series of the Depositor’s preferred stock.



     “Certificate of Trust” has the meaning specified in the recitals hereof, as amended from time
to time.



     “Class” means each of the Normal ITS, the Stripped ITS, the Capital ITS and the Common
Securities, each as a class of beneficial interests in the Issuer Trust.



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act. DTC 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 Time of Delivery, which date is also the date of execution and
delivery of this Trust Agreement.



     “Collateral Account” has the meaning specified in the Collateral Agreement.



     “Collateral Agent” means U.S. Bank National Association, as Collateral Agent under the
Collateral Agreement until a successor Collateral Agent shall have been appointed and qualified
pursuant to the applicable provisions of the Collateral Agreement, and thereafter “Collateral
Agent” shall mean the Person who is then the Collateral Agent thereunder.



     “Collateral Agreement” means the Collateral Agreement, dated as of the date hereof, among the
Depositor, the Collateral Agent, the Custodial Agent, the Securities Intermediary, the Issuer Trust
(acting through the Property Trustee) and the Securities Registrar for the ITS, as amended from
time to time.



Trust Agreement



-5-









 





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



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



     “Common Security” means a beneficial interest in the Issuer Trust, having a Liquidation Amount
of $1,000 and having the rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.



     “Contingent Disposition Election” has the meaning specified in Section 5.14(a)(ii).



     “Contingent Exchange Election” has the meaning specified in Section 5.14(a)(i).



     “Contract Payments” has the meaning specified in the Stock Purchase Contract Agreement.



     “Corresponding Assets” means, with respect to each $1,000 Liquidation Amount of Trust
Securities:




     (a) in the case of Normal ITS and Common Securities, (i) from the Time of Delivery to
but not including the Remarketing Settlement Date for a Successful Remarketing, $1,000
principal amount of Pledged Notes and a 1/100th interest in a Stock Purchase Contract,
(ii) from and including the Remarketing Settlement Date for a Successful Remarketing to but
not including the Stock Purchase Date, the U.S. Bank Deposit made with the net proceeds of
each $1,000 principal amount of Pledged Notes sold in such Successful Remarketing on such
Remarketing Settlement Date and a 1/100th interest in a Stock Purchase Contract, and
(iii) from and including the Stock Purchase Date and thereafter for so long as Normal ITS
are outstanding, 1/100th of a share of Preferred Stock;




     (b) in the case of Stripped ITS, (i) from the date of issuance for each Stripped ITS
to but not including the Stock Purchase Date, $1,000 principal amount of Pledged Treasury
Securities and a 1/100th interest in a Stock Purchase Contract, and (ii) from and including
the Stock Purchase Date and thereafter for so long as Stripped ITS are outstanding, 1/100th
of a share of Preferred Stock, subject to Section 4.8; and




     (c) in the case of Capital ITS, from the date of issuance for each Capital ITS, $1,000
principal amount of Notes, subject to Section 5.14.



     “Corporate Trust Office” means (i) when used with respect to the Property Trustee, the office
of the Property Trustee at which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attn: Corporate
Trust Administration, and (ii) when used with respect to the Note Trustee, the principal office of
the Note Trustee located at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attn: Corporate Trust Administration.



Trust Agreement



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     “Custodial Agent” means U.S. Bank National Association, as Custodial Agent under the
Collateral Agreement until a successor Custodial Agent shall have become such pursuant to the
applicable provisions of the Collateral Agreement, and thereafter “Custodial Agent” shall mean the
Person who is then the Custodial Agent thereunder.



     “Custody Account” has the meaning specified in the Collateral Agreement.



     “Deferred Contract Payment Amount” means, at any time for each $100,000 stated amount of Stock
Purchase Contracts, the amount of the Contract Payments accrued on such stated amount that has been
deferred and not paid by reason of the Depositor’s exercise of its right to defer payment of
Contract Payments pursuant to Section 2.7 of the Stock Purchase Contract Agreement, together with
interest accrued on such amount in accordance with the terms of the Stock Purchase Contract
Agreement.



     “Deferred Note Interest Amount” means, at any time for each $1,000 principal amount of Notes,
the amount of interest accrued on such principal amount that has been deferred and not paid by
reason of the Depositor’s exercise of its right to defer payment of interest pursuant to
Section 3.11 of the Base Indenture or Section 2.5 of the Indenture Supplement, together with
interest accrued on such amount in accordance with the terms of the Indenture and the Indenture
Supplement.



     “Definitive Trust Preferred Securities Certificates” means either or both (as the context
requires) of (i) Trust Preferred Securities Certificates issued as Book-Entry Trust Preferred
Securities Certificates as provided in Section 5.11, and (ii) Trust Preferred Securities
Certificates issued in certificated, fully registered form as provided in Section 5.15.



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



     “Delaware Trustee” means the Person identified as the “Delaware Trustee” in the preamble to
this Trust Agreement, solely in its capacity as Delaware Trustee of the Issuer Trust and not in its
individual capacity, or its successor in interest in such capacity, or any successor Delaware
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 5.16(c) and Section 5.16(d).



     “Distribution Date” means an Additional Distribution Date, a Capital ITS Distribution Date or
a Regular Distribution Date.



     “Distribution Period” means:




     (i) with respect to Normal ITS, Stripped ITS and Common Securities, each
period of time beginning on a Regular Distribution Date (or the Closing Date in the case of
the Distribution Period ending in October 2006) and continuing to but not including the
next succeeding Regular Distribution Date for such Class; and




     (ii) with respect to Capital ITS, each period of time beginning on a Capital
ITS Distribution Date (or the Closing Date in the case of the Distribution Period ending in



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October 2006) and continuing to but not including the next succeeding Capital ITS
Distribution Date.



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



     “Dividend Payment Date” has the meaning specified in the Certificate of Designation.



     “DTC” means The Depository Trust Company.



     “Early Dissolution Event” has the meaning specified in Section 9.2.



     “Early Settlement Event” has the meaning specified in the Indenture Supplement.



     “Event of Default” means any one of the following events (whatever the reason for such event
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 Note Event of Default; or




     (b) the occurrence of a Preferred Stock Default; or




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




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




     (e) default in the performance, or breach, in any material respect, of any covenant or
warranty of the Issuer Trustees in this Trust Agreement (other than those specified 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 Issuer Trustees and to
the Depositor 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




     (f) the occurrence of a Bankruptcy Event with respect to the Property Trustee if a
successor Property Trustee has not been appointed within 90 days thereof.



     “Excess Proceeds Distribution” means the distribution that each Holder of Stripped ITS shall
receive on each Additional Distribution Date on a pro rata basis from the Trust of the amount by
which the proceeds of the Qualifying Treasury Securities pledged by the Trust in respect of Stock
Purchase Contracts maturing at least one business day prior to such date exceed the amount required
to purchase replacement Qualifying Treasury Securities.



     “Exchange” has the meaning specified in Section 5.13(a).



     “Exchange Act” means the Securities Exchange Act of 1934, and any successor statute thereto,
in each case as amended from time to time.



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     “Exchange Period” means the Collateral Agent’s and the Securities Registrar’s normal business
hours on any Business Day other than (i) any day in January, April, July or October that is on or
after the first day of such month through the 15th day of such month (or the next Business Day if
the 15th day is not a Business Day) and (ii) the period from 3:00 P.M., New York City time, on the
second Business Day before any Remarketing Date to but not including the Business Day after that
Remarketing Date.



     “Failed Remarketing” has the meaning specified in the Indenture.



     “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 is not existing and performing the duties now assigned to it, then the bodies performing
such duties at such time, or the Federal Reserve Bank of Minneapolis, or any successor Federal
reserve bank having primary jurisdiction over the Depositor.



     “Final Remarketing” has the meaning specified in the Indenture.



     “Guarantee Agreement” means the Guarantee Agreement executed and delivered by the Depositor
and Wilmington Trust Company, a Delaware banking corporation, as guarantee trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the
holders of the Trust Preferred Securities, as amended from time to time.



     “Holder” means, with respect to a Trust Security, the Person in whose name the Trust Security
evidenced by a Certificate is registered in the Security Register (and any such Person shall be
deemed to be a beneficial owner within the meaning of the Delaware Statutory Trust Act); provided,
however, that solely for the purpose of determining whether the Holders of the requisite number of
ITS have voted on any matter (and not for any other purpose hereunder), if the ITS remains in the
form of one or more Book-Entry Trust Preferred Securities Certificates and if the Clearing Agency
(or its nominee) that is the registered holder of such Book-Entry Trust Preferred Securities
Certificate has sent an omnibus proxy assigning voting rights to the Clearing Agency Participants
to whose accounts the ITS are credited on the record date, the term “Holder” shall mean such
Clearing Agency Participant acting at the direction of the Owners.



     “Indemnified Person” has the meaning specified in Section 8.6(c).



     “Indenture” means the Base Indenture and the Indenture Supplement, taken together.



     “Indenture Supplement” means the Third Supplemental Indenture to the Base Indenture, dated as
of March 17, 2006, between the Depositor and the Note Trustee, as amended or supplemented from time
to time.



     “Investment Company Act” means the Investment Company Act of 1940, or any successor statute
thereto, in each case as amended from time to time.



     “Issuer Trust” means the Delaware statutory trust known as “USB Capital IX”, which was created
under the Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the filing of
the Certificate of Trust, and continued pursuant to this Trust Agreement.



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



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     “ITS” means each of the Normal ITS, the Stripped ITS and the Capital ITS.



     “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 distribution of Notes to Holders of Normal ITS, Capital ITS or
Common Securities in connection with a dissolution or liquidation of the Issuer Trust or a
redemption in kind of Capital ITS pursuant to Section 4.2(c), Notes having a principal
amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such
Notes are distributed;




     (b) with respect to a distribution of Pledged Treasury Securities to Holders of
Stripped ITS in connection with a dissolution or liquidation of the Issuer Trust, Pledged
Treasury Securities having a principal amount equal to the Liquidation Amount of the
Stripped ITS to whom such Pledged Treasury Securities are distributed;




     (c) with respect to a distribution of Preferred Stock or fractional interests in
Preferred Stock to Holders of Trust Securities in connection with a dissolution or
liquidation of the Issuer Trust, Preferred Stock or a fractional interest in a share of
Preferred Stock (which may be effected by the Issuer Trust through the creation of
depositary shares) having a liquidation preference equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such shares of Preferred Stock or a fractional
interest in a share of Preferred Stock (including through a depositary share) are
distributed;




     (d) with respect to any distribution of Additional Amounts to Holders of Normal ITS,
Capital ITS or Common Securities, Notes having a principal amount equal to the Liquidation
Amount of the Normal ITS, Capital ITS or Common Securities in respect of which such
distribution is made;




     (e) with respect to a redemption of Preferred Stock, 1/100th of a share of Preferred
Stock for each Normal ITS or Common Security;




     (f) with respect to an Exchange of Normal ITS and Qualifying Treasury Securities for
Stripped ITS and Capital ITS pursuant to Section 5.13(b), a number of Stripped ITS and a
number of Capital ITS in each case equal to the number of Normal ITS included in such
Exchange (e.g., if 1,000 Normal ITS are being Exchanged, the Holder will receive 1,000
Stripped ITS and 1,000 Capital ITS in accordance with and subject to Section 5.13);




     (g) with respect to an Exchange of Stripped ITS and Capital ITS for Normal ITS and
Qualifying Treasury Securities, a number of Normal ITS equal to the number of Stripped ITS
and the number of Capital ITS being Exchanged (e.g., if 1,000 Stripped ITS and 1,000
Capital ITS are being Exchanged, the Holder will receive upon the Exchange 1,000 Normal ITS
together with $1,000,000 principal amount of Qualifying Treasury Securities released from
the Pledge, in accordance with and subject to Section 5.13(e));



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     (h) with respect to Notes (including Pledged Notes as applicable) being deposited or
delivered in connection with an Exchange, Notes having a principal amount equal to $1,000
for each normal ITS involved in the Exchange;




     (i) with respect to Section 5.16(c), $1,000 principal amount of Notes for each $1,000
Liquidation Amount of Trust Preferred Securities of each Affected Class; and




     (j) with respect to Section 5.16(d), 1/100th of a Stock Purchase Contract with its
stated amount of $100,000 for each $1,000 Liquidation Amount of Trust Preferred Securities
of the Affected Classes.



     “Liquidation Amount” means the stated amount of $1,000 per Trust Security.



     “Liquidation Date” means the date of the distribution of the assets of the Issuer Trust to
Holders pursuant to Section 9.4.



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



     “Majority in Liquidation Amount” means as to a Class or Classes of Trust Securities, except as
provided by the Trust Indenture Act, Trust Securities of such Class or Classes representing more
than 50% of the aggregate Liquidation Amount of all Outstanding Trust Securities of such Class or
Classes.



     “Normal ITS” means a beneficial interest in the Issuer Trust, having a Liquidation Amount of
$1,000 and having the rights provided for Normal ITS in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.



     “Normal ITS Certificate” means a certificate evidencing ownership of Normal ITS, substantially
in the form attached as Exhibit E.



     “Normal ITS Distribution Rate” means (i) from the Closing Date to but not including the later
of the Regular Distribution Date in April 2011 and the Stock Purchase Date (and for each related
Distribution Period), 6.189% per annum (calculated on a 30/360 Basis) and (ii) thereafter, for each
Distribution Period and related Regular Distribution Date, the greater of (A) Three-Month LIBOR for
such Distribution Period plus 1.02% and (B) 3.50% (calculated on an Actual/360 Basis).



     “Normal ITS Redemption Date” means, with respect to any Normal ITS to be redeemed, the date
fixed for such redemption by or pursuant to this Trust Agreement; provided that each Preferred
Stock Redemption Date shall be a Redemption Date for a like amount of Normal ITS.



     “Normal ITS Redemption Price” means, with respect to any Normal ITS and Common Securities and
the related Normal ITS Redemption Date, the redemption price for a Like Amount of Preferred Stock
redeemed in accordance with the Certificate of Designation.



     “Note Event of Default” means any “Event of Default” specified in Section 5.1 of the Base
Indenture.



     “Note Redemption Date” means, with respect to any Notes to be redeemed under the Indenture,
the date fixed for redemption of such Notes under the Indenture.



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     “Note Redemption Price” means, with respect to any Notes to be redeemed under the Indenture,
the Redemption Price for such redemption and related Note Redemption Date determined in accordance
with the Indenture.



     “Note Trustee” means Wilmington Trust Company, a Delaware banking corporation, solely in its
capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor
in interest in such capacity, or any successor trustee appointed as provided in the Indenture.



     “Notes” means the $1,251,000,000 initial aggregate principal amount of the Depositor’s
Remarketable Junior Subordinated Notes due 2042 issued pursuant to the Indenture.



     “Notice of Contingent Disposition Election” has the meaning specified in Section 5.14(f).



     “Notice of Contingent Exchange Election” has the meaning specified in Section 5.14(d)(i).



     “Officers’ Certificate” means, with respect to any Person, a certificate signed by any two
Authorized Officers of such Person. Any Officers’ Certificate delivered with respect to compliance
with a condition or covenant provided for in this Trust Agreement shall include:




     (a) a statement by each officer signing the Officers’ Certificate that such officer
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 such officer in rendering the Officers’ Certificate;




     (c) a statement that 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 such officer, such condition or
covenant has been complied with.



     “Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee
of the Depositor or any Affiliate of the Depositor.



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



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




     (a) Trust Securities of such Class theretofore canceled by the Property Trustee or
delivered to the Property Trustee for cancellation;




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



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     (c) Trust Securities of such Class that have been paid or in exchange for or in lieu
of which other Trust Preferred Securities have been executed and delivered 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 of a Class have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Trust Preferred Securities of such
Class owned by the Depositor, any Issuer Trustee, or any Affiliate of the Depositor or any Issuer
Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Issuer Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Trust Preferred Securities of such Class
that such Issuer 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 of
such Class are owned by the Depositor, one or more of the Issuer Trustees, and/or any such
Affiliate. Trust Preferred Securities of a Class so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative
Trustees the pledgee’s right so to act with respect to such 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 Book-Entry Trust Preferred Securities
as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the
Owner, then as reflected in the records of a Person maintaining an account with such Clearing
Agency (directly or indirectly, in accordance with the rules of such Clearing Agency).



     “Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section 5.9 and
shall initially be U.S. Bank National Association.



     “Payment Account” means a segregated non-interest-bearing corporate trust account maintained
by the Property Trustee initially with U.S. Bank National Association (in its corporate capacity
and not as Paying Agent), in its trust department for the benefit of the Holders in which all
amounts paid in respect of the Notes will be held and from which the Property Trustee, through the
Paying Agent, shall make payments to the Holders in accordance with Sections 4.1 and 4.2. After
the Stock Purchase Date, the Payment Account may at any time be established with any commercial
bank by the Property Trustee.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, company, limited liability company, trust,
unincorporated association, or government or any agency or political subdivision thereof, or any
other entity of whatever nature.



     “Pledge” means the pledge under the Collateral Agreement of Notes or Qualifying Treasury
Securities, as the case may be.



     “Pledged Notes” has the meaning specified in the Collateral Agreement.



     “Pledged Treasury Securities” has the meaning specified in the Collateral Agreement.



     “Predecessor Capital ITS Certificate” of any particular Capital ITS Certificate means every
previous Capital ITS Certificate evidencing all or a portion of the rights and obligations of the
Depositor and the Holder under the Capital ITS evidenced thereby; and, for the purposes of this
definition, any Capital ITS Certificate delivered under Section 5.5 in exchange for or in lieu of a



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mutilated, destroyed, lost or stolen Capital ITS Certificate shall be deemed to evidence the
same rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or
stolen Capital ITS Certificate.




     “Predecessor Certificate” means a Predecessor Normal ITS Certificate, a Predecessor Stripped
ITS Certificate or a Predecessor Capital ITS Certificate, as applicable.



     “Predecessor Normal ITS Certificate” of any particular Normal ITS Certificate means every
previous Normal ITS Certificate evidencing all or a portion of the rights and obligations of the
Depositor and the Holder under the Normal ITS evidenced thereby; and, for the purposes of this
definition, any Normal ITS Certificate delivered under Section 5.5 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Normal ITS Certificate shall be deemed to evidence the same
rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or stolen
Normal ITS Certificate.



     “Predecessor Stripped ITS Certificate” of any particular Stripped ITS Certificate means every
previous Stripped ITS Certificate evidencing all or a portion of the rights and obligations of the
Depositor and the Holder under the Stripped ITS evidenced thereby; and, for the purposes of this
definition, any Stripped ITS Certificate delivered under Section 5.5 in exchange for or in lieu of
a mutilated, destroyed, lost or stolen Stripped ITS Certificate shall be deemed to evidence the
same rights and obligations of the Depositor and the Holder as the mutilated, destroyed, lost or
stolen Stripped ITS Certificate.



     “Preferred Stock” means the Series A Non-Cumulative Perpetual Preferred Stock, $100,000
liquidation preference per share and $1.00 par value per share, of the Depositor.



     “Preferred Stock Default” means the failure of the Depositor to comply in any material respect
with any of its obligations (i) under the Stock Purchase Contract Agreement or (ii) as issuer of
the Preferred Stock, including in the Certificate of Designation, the Depositor’s certificate of
incorporation, or arising under applicable law.



     “Preferred Stock Redemption Date” means, with respect to any shares of Preferred Stock to be
redeemed under the Certificate of Designation, the date fixed for redemption of such shares under
the Certificate of Designation.



     “Proceeds” has the meaning specified in the Collateral Agreement.



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



     “Prospectus” means the prospectus, dated March 10, 2006, of the Depositor relating to the
offering of the Normal ITS, as supplemented by the prospectus supplement, dated March 14, 2006.



     “Qualifying Treasury Securities” has the meaning specified in Section 10.1.



     “Recombination Notice and Request” has the meaning specified in Section 5.13(d)(ii).



     “Redemption Date” means a Normal ITS Redemption Date or a Capital ITS Redemption Date, as
applicable.



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     “Redemption Price” means, (i) with respect to a redemption of Normal ITS, the Normal ITS
Redemption Price, and (ii) with respect to a redemption of Capital ITS, the Capital ITS Redemption
Price.



     “Regular Distribution Date” means:




     (a) each April 15 and October 15 occurring prior to and including the later of
April 15, 2011 and the Stock Purchase Date, commencing October 15, 2006 (or, in the case of
Stripped ITS, the first such date on which Stripped ITS are outstanding);




     (b) after the later of April 15, 2011 and the Stock Purchase Date, each January 15,
April 15, July 15 and October 15, or if any such date is not a Business Day, the next
Business Day; and




     (c) the Stock Purchase Date if not otherwise a Regular Distribution Date;


provided, however, that the last Regular Distribution Date for the Stripped ITS shall be the Stock
Purchase Date.




     “Relevant Trustee” shall have the meaning specified in Section 8.10.



     “Remarketing” has the meaning specified in the Indenture.



     “Remarketing Agent” means, as to a Remarketing and Remarketing Agreement, the remarketing
agent and any successor or replacement remarketing agent appointed by the Depositor.



     “Remarketing Agent’s Fee” means, as to the Remarketing Agent and a Remarketing, the fee
provided for in the Remarketing Agreement.



     “Remarketing Agreement” means the Remarketing Agreement to be entered into prior to the first
Remarketing among the Depositor, the Issuer Trust (acting through the Property Trustee) and the
Remarketing Agent, as amended or supplemented from time to time.



     “Remarketing Date” has the meaning specified in the Indenture.



     “Remarketing Settlement Date” has the meaning specified in the Indenture.



     “Reset Rate” has the meaning specified in the Indenture Supplement (and is the interest rate
applicable to the Notes and the Capital ITS Distribution Rate commencing on the Remarketing
Settlement Date).



     “Responsible Officer” means, with respect to any Issuer Trustee other than an Administrative
Trustee, the President, any Senior Vice President, any Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any
Trust Officer, any Assistant Trust Officer or any Financial Services Officer of such Issuer
Trustee.



     “Securities Act” means the Securities Act of 1933, and any successor statute thereto, in each
case as amended from time to time.



     “Securities Intermediary” means U.S. Bank National Association, as Securities Intermediary
under the Collateral Agreement until a successor Securities Intermediary shall have become such
pursuant to the applicable provisions of the Collateral Agreement, and thereafter



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“Securities Intermediary” shall mean such successor or any subsequent successor who is
appointed pursuant to the Collateral Agreement.




     “Securities Register” has the meaning specified in Section 5.4.



     “Securities Registrar” means the transfer agent and registrar designated by the Administrative
Trustees for the Trust Securities pursuant to Section 5.4.



     “Stock Purchase Contract” has the meaning specified in the Stock Purchase Contract Agreement.



     “Stock Purchase Contract Agreement” means the Stock Purchase Contract Agreement, dated as of
the date hereof, between the Depositor and the Property Trustee (acting on behalf of the Issuer
Trust).



     “Stock Purchase Date” has the meaning specified in the Stock Purchase Contract Agreement.



     “Stripped ITS” means a beneficial interest in the Issuer Trust, having a Liquidation Amount of
$1,000 and having the rights provided for Stripped ITS in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.



     “Stripped ITS Certificate” means a certificate evidencing ownership of Stripped ITS,
substantially in the form attached as Exhibit F.



     “Stripped ITS Distribution Rate” means 0.65% per annum, calculated on a 30/360 Basis.



     “Stripped ITS Treasury Roll Over Amount” means, for each Additional Distribution Date on which
Stripped ITS are Outstanding, an amount per $1,000 of Stripped ITS equal to the excess (if any) of
$1,000 (which is the principal amount of Pledged Treasury Securities per Stripped ITS maturing at
least one but not more than six Business Days prior to such date) over the amount required to be
expended by the Collateral Agent to purchase Qualifying Treasury Securities maturing at least one
but not more than six Business Days prior to July 15, 2006 (for the period to such date if Stripped
ITS are Outstanding before such date) and thereafter the next succeeding January 15, April 15, July
15 or October 15, as applicable, in the amount of $1,000.



     “Stripping Notice and Request” has the meaning specified in Section 5.13(b)(iii).



     “Successful” has the meaning specified in the Indenture Supplement.



     “Successor Securities” has the meaning specified in Section 9.5.



     “30/360 Basis” means, for purposes of calculating a rate for Distributions, such rate
calculated on the basis of a 360-day year consisting of twelve 30-day months.



     “Three-Month LIBOR” means, for any Distribution Period commencing on or after the Stock
Purchase Date, “Three-Month LIBOR” for the corresponding Dividend Period as defined in and
determined pursuant to the Certificate of Designation.



     “Time of Delivery” means March 17, 2006.



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     “Transaction Agreements” means each of the Stock Purchase Contract Agreement, the Collateral
Agreement, the Underwriting Agreement, the Notes, the Certificate Depositary Agreement, the
Indenture, the Indenture Supplement and any other agreement determined by an Issuer Trustee to be
appropriate in exercising the authority, express or implied, otherwise granted to the Issuer
Trustees under 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, 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 Securities” means the Normal ITS, the Stripped ITS and the Capital ITS.



     “Trust Preferred Securities Certificate” means a Normal ITS Certificate, a Stripped ITS
Certificate or a Capital ITS Certificate.



     “Trust Property” means (a) the Notes for so long as they are owned by the Issuer Trust in
accordance with this Trust Agreement, (b) the Stock Purchase Contracts, (c) the Preferred Stock
once acquired by the Issuer Trust pursuant to the Stock Purchase Contracts, (d) treasury securities
(that are required to be Qualifying Treasury Securities when delivered) delivered to the Property
Trustee (or the Collateral Agent) pursuant to Section 5.13 or Section 5.14, (e) the rights of the
Issuer Trust under the Transaction Agreements, and (f) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to be held by the
Property Trustee pursuant to the Trust Agreement.



     “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.



     “Underwriting Agreement” means the Underwriting Agreement, dated March 14, 2006, among the
Issuer Trust, the Depositor, and the underwriters named therein.



     “United States Person” means, for U.S. federal income tax purposes, a citizen or resident of
the United States, a domestic partnership, a domestic corporation, an estate the income of which is
subject to U.S. federal income taxation regardless of its source, and a trust if (i) a court within
the United States is able to exercise primary supervision over the administration of the trust, and
(ii) one or more United States persons have the authority to control all substantial decisions of
the trust.



     “U.S. Bank Deposit” has the meaning specified in the Stock Purchase Contract Agreement.



Trust Agreement



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ARTICLE II




Continuation of the Issuer Trust; Issuance of Trust Preferred

Securities; and Related Matters



     Section 2.1 Name.



     The trust continued hereby shall be known as “USB Capital IX,” as such name may be modified
from time to time by the Administrative Trustees following written notice to the Holders and the
other Issuer Trustees, in which name the Administrative Trustees and the other Issuer Trustees may
conduct the business of the Issuer Trust, make and execute contracts and other instruments on
behalf of the Issuer Trust and sue and be sued on behalf of the Issuer Trust.



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



     The address of the Delaware Trustee in the State of Delaware is Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention:
Corporate Trust Administration, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Depositor, the Property Trustee and the
Administrative Trustees. The principal executive office of the Issuer Trust is c/o U.S. Bancorp,
800 Nicollet Mall, Minneapolis, Minnesota 55402



     Section 2.3 Initial Contribution of Trust Property; Organizational Expenses.



     The Issuer Trustees acknowledge receipt from the Depositor in connection with the Original
Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor
shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request of any
Issuer Trustee, promptly reimburse such Issuer Trustee for any such expenses paid by such Issuer
Trustee. The Depositor shall not make any claim upon the Trust Property for the payment of such
expenses.



     Section 2.4 Issuance of the Trust Preferred Securities.



     (a) On March 14, 2006, the Depositor, on behalf of the Issuer Trust, executed and delivered
the Underwriting Agreement, which action is hereby authorized, approved, ratified and confirmed in
all respects. Contemporaneously with the execution and delivery of this Trust Agreement, an
Administrative Trustee, on behalf of the Issuer Trust, in connection with the execution and
delivery on such date of 1,250,000 Normal ITS to the underwriters named in the Underwriting
Agreement, shall execute in accordance with Section 5.3 and deliver to the Clearing Agency a Normal
ITS Certificate or Certificates that are Book-Entry Trust Preferred Securities Certificates,
registered in the name of the Clearing Agency (or its nominee) representing 1,250,000 Normal ITS,
against payment of $1,000 per Normal ITS or $1,250,000,000 in the aggregate, net of the applicable
underwriting discount determined in accordance with the Underwriting Agreement, as the purchase
price therefor in immediately available funds, which funds such Administrative Trustee shall
promptly deliver to the Property Trustee or its designee.



     (b) On the date on which an Administrative Trustee, on behalf of the Issuer Trust executes and
delivers a Normal ITS Certificate pursuant to Section 2.4(a), such Administrative Trustee shall
also execute in accordance with Section 5.3 and deliver to the Clearing Agency or the Certificate
Custodian two additional Book-Entry Trust Preferred Securities Certificates, one of which shall be
a Capital ITS Certificate and the other of which shall be a Stripped ITS Certificate,



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each representing up to a maximum number of Capital ITS or Stripped ITS, as applicable, that
is the same as the number of Normal ITS evidenced by the Certificate contemporaneously issued as a
Book-Entry Trust Preferred Securities Certificate pursuant to Section 2.4(b) and Section 2.4(c).




     (c) In order to give effect to Exchanges, the Securities Registrar may, as provided in
Section 5.11, endorse Book-Entry Trust Preferred Securities Certificates to reduce or increase the
number of Normal ITS, Stripped ITS or Capital ITS evidenced by each such Book-Entry Trust Preferred
Securities Certificate, provided that no such endorsement shall result in a Book-Entry Trust
Preferred Securities Certificate evidencing a number of Normal ITS, Stripped ITS or Capital ITS
exceeding the maximum number set forth on the face of such Certificate.



     Section 2.5 Issuance of the Common Securities; Subscription and Purchase of Notes.



     Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative
Trustee, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to
the Depositor a Common Securities Certificate, registered in the name of the Depositor, evidencing
1,000 Common Securities, each having a Liquidation Amount of $1,000 and having an aggregate
Liquidation Amount of $1,000,000, against payment by the Depositor of the purchase price therefor
in immediately available funds, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee or its designee. Contemporaneously therewith, an Administrative Trustee, on
behalf of the Issuer Trust, shall (x) subscribe to and purchase from the Depositor the Notes
registered in the name of the Issuer Trust and having an aggregate initial principal amount equal
to $1,251,000,000, (y) shall deliver to the Depositor the purchase price therefor (being the sum of
the amounts delivered to the Property Trustee or its designee pursuant to (i) the second sentence
of Section 2.4 and (ii) the first sentence of this Section 2.5), and (z) shall instruct the
Depositor to deliver the Notes to the Collateral Agent for deposit in the Collateral Account.



     Section 2.6 Declaration of Trust.



     The exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust
Securities, (b) to use the proceeds from such sale to acquire the Notes, (c) to enter into and
perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to
acquire Preferred Stock pursuant to the Stock Purchase Contracts), (d) to hold the Notes and
certain treasury securities and the U.S. Bank Deposit and pledge them to secure the Issuer Trust’s
obligations under the Stock Purchase Contracts, and (e) to engage in those activities necessary or
incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer
Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer
Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold
the Trust Property upon and subject to the conditions set forth herein for the benefit of the
Issuer Trust and the Holders. The Administrative Trustees shall have all rights, powers and duties
set forth herein and in accordance with applicable law with respect to accomplishing the purposes
of the Issuer 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, or any of the duties and responsibilities of the Issuer Trustees
generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust
for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware
Statutory Trust Act and for taking such actions as are required to be taken by a Delaware trustee
under the Delaware Statutory Trust Act.



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     Section 2.7 Authorization to Enter into Certain Transactions.



     (a) The Issuer Trustees shall conduct the affairs of the Issuer Trust in accordance with the
terms of this Trust Agreement. Subject to the limitations set forth in Section 2.7(b), and in
accordance with the following clauses (i) and (ii) of this Section 2.7(a), the Issuer Trustees
shall have the authority to enter into all transactions and agreements determined by the Issuer
Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to
the Issuer Trustees under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:




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




     (A) execution of the Trust Securities on behalf of the Issuer Trust
in accordance with this Trust Agreement and the issuance and sale of the Trust
Securities;




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




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




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




     (E) assisting in the sending of notices (other than notices of
default) and other information regarding the Trust Securities, the Notes and the
Preferred Stock to the Holders in accordance with this Trust Agreement;




     (F) appointing a Paying Agent and a Securities Registrar and any
successor Paying Agent or Securities Registrar in accordance with this Trust
Agreement to U.S. Bank National Association, as initial Paying Agent and Securities
Registrar;




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




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



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     (I) unless otherwise required by the Delaware Statutory Trust Act,
the Trust Indenture Act or other applicable law, execution on behalf of the Issuer
Trust (either acting alone or together with any or all of the Administrative
Trustees) of any documents that the Administrative Trustees have the power to
execute pursuant to this Trust Agreement;




     (J) the taking of any action incidental to the foregoing as the
Issuer Trustees may from time to time determine is necessary or advisable to give
effect to the terms of this Trust Agreement; and




     (K) the taking of any action required to be taken by the
Administrative Trustees under any of the Transaction Agreements.




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




     (A) the establishment of the Payment Account;




     (B) the execution and delivery on behalf of the Issuer Trust of the
Stock Purchase Contract Agreement, the Collateral Agreement, the Remarketing
Agreement, and any other Transaction Agreement other than the Underwriting
Agreement and the Certificate Depository Agreement and the performance by the
Issuer Trust of its obligations and the exercise by the Issuer Trust of its rights
thereunder;




     (C) the receipt of the Notes and, in connection with an Exchange,
Notice of Contingent Exchange Election or Remarketing, the receipt of Qualifying
Treasury Securities;




     (D) the pledge of Notes and Qualifying Treasury Securities pursuant
to the Collateral Agreement;




     (E) the receipt of the Preferred Stock on the Stock Purchase Date;




     (F) the collection of interest, principal and any other payments or
instruments (including due bills or promissory notes of the Depositor issuable
under or with respect to the Notes) made in respect of the Notes and the holding of
such amounts in the Payment Account;




     (G) the collection of the Contract Payments and any other payments
or instruments (including due bills or promissory notes of the Depositor issuable
under the Stock Purchase Contract Agreement or with respect to the Contract
Payments) and the holding of such amounts in the Payment Account;




     (H) the collection of payment of dividends, redemption price and
other payments made in respect of the Preferred Stock and the holding of such
amounts in the Payment Account;




     (I) the distribution through the Paying Agent of amounts or property
or instruments (including due bills or promissory notes of the Depositor issuable



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under or with respect to the Notes or the Stock Purchase Contracts)
distributable to the Holders in respect of the Trust Securities;




     (J) the exercise of all of the rights, powers and privileges of a
holder of the Notes for so long as the Issuer Trust holds Notes, subject to
Articles V and VI of this Trust Agreement;




     (K) the exercise of all of the rights, powers and privileges of a
holder of Preferred Stock for so long as the Issuer Trust holds Preferred Stock,
subject to Articles V and VI of this Trust Agreement;




     (L) the sending of notices of default and other information
regarding the Trust Securities, the Notes, the Preferred Stock and the Transaction
Agreements to the Holders in accordance with this Trust Agreement;




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




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




     (O) 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 to protect and
conserve the Trust Property for the benefit of the Holders (without consideration
of the effect of any such action on any particular Holder).




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



     (b) So long as this Trust Agreement remains in effect, the Issuer Trust (or the Issuer
Trustees acting on behalf of the Issuer Trust) shall not undertake any business, activities or
transactions except as expressly provided herein or contemplated hereby. In particular, the Issuer
Trustees (acting on behalf of the Issuer Trust) shall not (i) acquire any investments or engage in
any activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange,
mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein,
including to Holders, except as expressly provided herein, (iii) take any action that would cause
the Issuer Trust to become taxable as a corporation or classified as a partnership for U.S. 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, except as expressly provided herein, (vi) apply any of the Trust Property or its proceeds
other than as provided herein, (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, except as
expressly provided herein, (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



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of, or beneficial interest in, the Issuer Trust other than the Trust Securities. The Property
Trustee 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 Issuer Trust or the Holders in their capacity as
Holders (other than the Lien created by the Collateral Agreement, which is a permitted Lien).




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




     (i) the preparation and filing by the Issuer Trust with the Commission of
and the execution on behalf of the Issuer 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 that must be taken by or on
behalf of the Issuer Trust, and the advice to the Issuer Trust of actions they must take on
behalf of the Issuer Trust, and the preparation for execution and filing of any documents
to be executed and filed by the Issuer Trust or on behalf of the Issuer Trust, as the
Depositor deems necessary or advisable in order to comply with the applicable laws of any
such states;




     (iii) the preparation for filing by the Issuer Trust and execution on behalf
of the Issuer Trust of an application to the New York Stock Exchange or any other national
stock exchange or the Nasdaq National Market 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 notification and documents as may be
necessary from time to time to maintain such listing;




     (iv) the negotiation of the terms of, and the execution and delivery of, the
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 Issuer Trust and to operate the Issuer Trust
so that the Issuer Trust will not be deemed to be an “investment company” required to be registered
under the Investment Company Act, and will not be taxable as a corporation or classified as a
partnership for U.S. 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 they determine in their 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 Outstanding Trust Preferred Securities. In no
event shall the Depositor or the Issuer Trustees be liable to the Issuer Trust or the Holders for
any failure to comply with this Section that results from a change in law or regulation or in the
interpretation thereof.



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     Section 2.8 Assets of Issuer Trust.



     The assets of the Issuer 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 in trust for the
benefit of the Issuer Trust and the Holders in accordance with this Trust Agreement, subject to the
terms and provisions of the Collateral Agreement.



ARTICLE III




Payment Account



     Section 3.1 Payment Account.



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



     (b) The Property Trustee shall deposit or cause to be deposited in the Payment Account,
promptly upon receipt, (i) all payments of principal of or interest on, and any other payments or
proceeds with respect to, the Notes, (ii) all Contract Payments, (iii) all Excess Proceeds
Distributions, (iv) all Stripped ITS Treasury Roll Over Amounts, (v) all payments of dividends or
redemption price on, and other payments or proceeds with respect to, the Preferred Stock or the
Stock Purchase Contracts and (vi) all other cash amounts received as payments on or with respect to
the Trust Property. Amounts held in the Payment Account shall not be invested by the Property
Trustee pending distribution thereof.



ARTICLE IV




Distributions; Redemption, Etc.



     Section 4.1 Distributions.



     (a) The Trust Securities represent beneficial interests in the Issuer Trust, and Distributions
will be made on the Trust Securities of a Class on applicable Distribution Dates in amounts that
correspond to amounts of interest, dividends or Contract Payments, as applicable (and (i) in the
case of the Normal ITS, Capital ITS and Common Securities, Additional Amounts and Deferred Note
Interest Amounts, and (ii) in the case of the Normal ITS, Stripped ITS and Common Securities,
Deferred Contract Payment Amounts) that are received by the Property Trustee or the Paying Agent on
or in connection with each applicable Distribution Date on the Trust Property that is the
Corresponding Assets for such Class, as provided in Sections 4.1(b), (c) and (d).



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     (b) In the case of the Normal ITS and the Common Securities, subject to Section 4.1(e):




     (i) Distributions will be payable in cash on each Regular Distribution Date;




     (ii) the Distributions payable on each Regular Distribution Date for the
related Distribution Period will be at a rate per annum applied to the Liquidation Amount
per Normal ITS and Common Security equal to the Normal ITS Distribution Rate for such
Distribution Period (with the consequence that the amount of the Distribution for each
$1,000 of Normal ITS or Common Securities payable on each Regular Distribution Date being
equal to (x) the sum of the amount of interest payable on such Regular Distribution Date on
a Like Amount of Notes (without giving effect to any change in the interest rate on the
Notes in connection with a Remarketing) plus 1/100th of the Contract Payment payable on a
Stock Purchase Contract having a stated amount of $100,000 for each Distribution Period
ending on or before the Stock Purchase Date and (y) the amount of dividends payable on such
Regular Distribution Date on a Like Amount of Preferred Stock for each Distribution Period
thereafter;




     (iii) Distributions shall be cumulative for each Regular Distribution Date
to and including the Stock Purchase Date (because the Corresponding Assets to such date
include Notes or Pledged Securities in a Like Amount) and non-cumulative thereafter
(because the Corresponding Assets thereafter are the Preferred Stock); and




     (iv) the amount of Distributions payable for any Distribution Period ending
on or prior to the Stock Purchase Date shall include the Additional Amounts received by the
Issuer Trust, if any.



     (c) In the case of Capital ITS, subject to Section 4.1(e):




     (i) Distributions will be payable in cash on each Capital ITS Distribution
Date;




     (ii) the Distributions payable on each Capital ITS Distribution Date for the
related Distribution Period will be at a rate per annum applied to the Liquidation Amount
per Capital ITS equal to the Capital ITS Distribution Rate for such Distribution Period,
with the consequence that the amount of the Distribution for each $1,000 of Capital ITS
payable on each Capital ITS Distribution Date is equal to the amount of interest payable on
or accrued to (as applicable) such Distribution Date on a Like Amount of Notes;




     (iii) Distributions shall be cumulative; and




     (iv) the amount of Distributions payable for any Distribution Period shall
include the Additional Amounts, if any.



     (d) In the case of Stripped ITS, subject to Section 4.1(e):




     (i) Distributions will be payable in cash on each Regular Distribution Date;




     (ii) the Distributions payable on each Regular Distribution Date for the
related Distribution Period will be at a rate per annum applied to the Liquidation Amount
per
Stripped ITS equal to 1/100th of the Contract Payment payable on a Stock Purchase



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Contract having a stated amount of $100,000 on such Stripped ITS Distribution Date
(expressed as a percentage);




     (iii) Distributions shall be cumulative; and




     (iv) additionally, on each Additional Distribution Date on which Stripped
ITS are Outstanding (or as promptly thereafter as the Collateral Agent and the Paying Agent
determine to be practicable), the Property Trustee shall distribute or cause to be
distributed through the Paying Agent an amount per $1,000 of Stripped ITS equal to, the
Stripped ITS Treasury Roll-Over Amount for such Additional Distribution Date.



     (e) Distributions on the Trust Securities of a Class shall be made by the Paying Agent from
the Payment Account and shall be payable on each Distribution Date only to the extent that the
Issuer Trust has funds then on hand and available in the Payment Account from the Corresponding
Assets of such Class for the payment of such Distributions. The Issuer Trust will have amounts to
make full Distributions on the relevant Classes of Trust Securities in accordance with
Sections 4.1(b), (c) and (d) on an applicable Distribution Date only if the Depositor has not
(i) defaulted in paying interest on the Notes or Contract Payments on the Stock Purchase Contracts
or (ii) exercised its right to defer payment of interest on the Notes and Contract Payments on the
Stock Purchase Contracts and, accordingly, there is no outstanding Deferred Note Interest Amount or
Deferred Contract Payment Amount. Deferred Note Interest Amounts and Deferred Contract Payment
Amounts will be paid to Holders of the relevant Classes of Trust Securities on a pro rata basis on
the applicable Distribution Dates on which such amounts are received by the Issuer Trust (or as
soon thereafter as the Property Trustee determines to be practicable).



     (f) In the event the Property Trustee or the Paying Agent receives any other cash or non-cash
payments or distributions with respect to Corresponding Assets for any Class of Trust Preferred
Securities (including promissory notes of the Depositor delivered pursuant to (i) Section 2.7(c) of
the Stock Purchase Contract Agreement if there are any Deferred Contract Payment Amounts
outstanding on the Stock Purchase Date or (ii) Section 2.5(c) of the Indenture Supplement if there
are any Deferred Note Interest Amounts outstanding on the Stock Purchase Date), the Property
Trustee shall distribute or cause to be distributed through the Paying Agent such cash amounts to
the Holders of the related Classes of Trust Preferred Securities on a pro rata basis promptly after
receipt and may, in its discretion, distribute non-cash amounts on a pro rata basis (or on a basis
that is as close as possible to a pro rata basis as it determines to be reasonably practicable).



     (g) Distributions in cash on the Trust Securities of a Class with respect to an applicable
Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register
for the Trust Securities at the close of business on the relevant record date for such Distribution
Date, which shall be the last day of the month immediately preceding the month in which the
relevant Distribution Date falls. Distributions payable on any Trust Securities of a Class that
are not punctually paid on an applicable Distribution Date will cease to be payable to the Person
in whose name such Trust Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Trust Securities are
registered on the special record date or other specified date for determining Holders entitled to
such defaulted Distributions.



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     Section 4.2 Redemption.



     (a) On each Preferred Stock Redemption Date, the Issuer Trust will be required to redeem a
Like Amount of Normal ITS and Common Securities at the Preferred Stock Redemption Price (it being
understood and agreed that, because (i) the Preferred Stock will not become Trust Property until
the Stock Purchase Date, and (ii) on the Stock Purchase Date, subject to Section 4.8, each $1,000
Liquidation Amount of Stripped ITS will automatically become $1,000 Liquidation Amount of Normal
ITS, without any action by or on behalf of Holders being necessary, no redemption of Normal ITS,
Stripped ITS or Common Securities will occur prior to the Stock Purchase Date).



     (b) On each Note Redemption Date, the Issuer Trust will be required to redeem a Like Amount of
Capital ITS at the Note Redemption Price (it being understood and agreed that, because (i) the
Notes by their terms are not redeemable prior to April 15, 2015, (ii) the Issuer Trust is required
to redeem the Capital ITS in kind after the Stock Purchase Date pursuant to Section 4.2(c) if there
is a Successful Remarketing, and (iii) the Depositor has the right to cause the Issuer Trust to
redeem the Capital ITS in kind after the Stock Purchase Date pursuant to Section 4.2 if there is a
Failed Remarketing or if the Stock Purchase Contracts terminate, a redemption of Capital ITS other
than in kind pursuant to such Section 4.2(c) will only occur after April 15, 2015 and only if there
is a Failed Remarketing and the Depositor does not exercise its right to cause the Trust to redeem
the Capital ITS in kind).



     (c) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date
the Issuer Trust shall redeem the Capital ITS, in whole but not in part, in kind by exchanging for
each Capital ITS a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase
Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase
Date the Issuer Trust shall redeem the Capital ITS, in whole but not in part, in kind by exchanging
for each Capital ITS a Like Amount of Notes. If a Failed Remarketing occurs and there is a
Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase
Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to
a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time
thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital ITS, in whole
but not in part, in kind by exchanging for each Capital ITS a Like Amount of Notes. Any such
redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle
and clear through the Clearing Agency, and if the Notes do not then settle and clear through the
Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of
Capital ITS.



     (d) Notice of redemption shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant
to Section 4.2(c) after a Successful Remarketing) 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) unless the redemption is a redemption of Capital ITS in kind pursuant
to Section 4.2(c), the Redemption Price or if the Redemption Price cannot be calculated
prior to the time the notice is required to be sent, the estimate of the Redemption Price
together with a statement that it is an estimate and that the actual Redemption Price will
be calculated on the third Business Day prior to the Redemption Date (and if an estimate is



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provided, a further notice shall be sent of the actual Redemption Price on the date
that such Redemption Price is calculated);




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




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




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




     (vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust
Preferred Securities Certificates on the Redemption Date, the place or places where the
Trust Preferred Securities Certificates are to be surrendered for the payment of the
Redemption Price.



     (e) In the case of a redemption of Normal ITS and Common Securities pursuant to Section 4.2(a)
or Capital ITS pursuant to Section 4.2(b), in each case for payment of a cash Redemption Price:




     (i) The Trust Securities redeemed on each Redemption Date shall be redeemed
at the Redemption Price with the proceeds from the contemporaneous redemption of a Like
Amount of Preferred Stock or Notes, as applicable. 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 Issuer Trust has funds then on hand and available in the Payment Account
from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment
of such Redemption Price.




     (ii) 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, with respect to Book-Entry
Trust Preferred Securities, irrevocably deposit with the Clearing Agency for such
Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient
to pay the applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders of the Trust
Preferred Securities. With respect to Trust Preferred Securities that are not Book-Entry
Trust Preferred Securities, the Property Trustee, subject to Section 4.2(e)(i), will
irrevocably deposit with the Paying Agent, to the extent available therefor, funds
sufficient to pay the applicable Redemption Price and will give the Paying Agent
irrevocable instructions and authority to pay the Redemption Price to the Holders of the
Trust Preferred Securities 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 Holders holding Trust Securities so called for redemption will cease, except the
right of such Holders to receive the



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Redemption Price and any Distribution payable in respect of the Trust Securities on or
prior to the Redemption Date, but without interest, and such Trust Securities will cease to
be outstanding. In the event that payment of the Redemption Price in respect of any Trust
Securities called for redemption is improperly withheld or refused and not paid either by
the Issuer Trust or by the Depositor pursuant to the Guarantee Agreement, Distributions on
such Trust Securities will continue to accumulate, as set forth in Section 4.1, from the
Redemption Date originally established by the Issuer Trust for such Trust Securities to the
date such Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.




     (iii) Subject to Section 4.3(a), if less than all the Outstanding Normal ITS
and Common Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Normal ITS and Common Securities to be redeemed shall be allocated
pro rata to the Common Securities and the Normal ITS being redeemed based upon the relative
Liquidation Amounts of such classes. The particular Normal ITS to be redeemed shall be
selected on a pro rata basis based upon their respective Liquidation Amounts not more than
60 days prior to the Redemption Date by the Property Trustee from the Outstanding Normal
ITS not previously called for redemption by any method the Property Trustee deems fair and
appropriate, provided that so long as the Normal ITS are in book-entry form, such selection
shall be made in accordance with the customary procedures for the Clearing Agency for the
Normal ITS. The Property Trustee shall promptly notify the Securities Registrar in writing
of the Normal ITS selected for redemption and, in the case of any Normal ITS 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 Normal ITS shall relate, in the case of any Normal ITS redeemed or to be
redeemed only in part, to the portion of the aggregate Liquidation Amount of Normal ITS
that has been or is to be redeemed.




     (iv) If less than all the Outstanding Capital ITS are to be redeemed on a
Redemption Date, then the particular Capital ITS to be redeemed shall be selected on a pro
rata basis based upon their respective Liquidation Amounts not more than 60 days prior to
the Redemption Date by the Property Trustee from the Outstanding Capital ITS not previously
called for redemption by any method the Property Trustee deems fair and appropriate,
provided that so long as the Capital ITS are in book-entry form, such selection shall be
made in accordance with the customary procedures for the Clearing Agency for the Capital
ITS. The Property Trustee shall promptly notify the Securities Registrar in writing of the
Capital ITS selected for redemption and, in the case of any Capital ITS selected for
partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Trust Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Capital ITS shall relate, in the case of any Capital ITS redeemed or to be
redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital ITS
that has been or is to be redeemed.



     Section 4.3 Subordination of Common Securities.



     (a) If on any Distribution Date the Paying Agent lacks funds available from payments of
interest, dividends or Contract Payments (as applicable) to make full Distributions then due on all
of the outstanding Trust Securities in accordance with Section 4.1 (other than because of the
Depositor’s proper exercise of its right to (i) defer payment of Contract Payments, resulting in



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Deferred Contract Payment Amounts, or (ii) defer payment of interest on the Notes, resulting
in Deferred Note Interest Amounts), then:





     (i) if the deficiency in funds results from the Depositor’s failure to make
a full payment of interest on the Notes on an interest payment date for the Notes, then the
available funds from the Depositor’s payment of interest on the Notes shall be applied
first to make the Distributions then due on the Normal ITS and the Capital ITS on a pro
rata basis on such Distribution Date up to the amount of such Distributions corresponding
to interest payments on the Notes (or, if less, the amount of the corresponding
Distributions that would have been made on the Normal ITS and Capital ITS had the Depositor
made a full payment of interest on the Notes) before any such amount is applied to make a
Distribution on Common Securities on such Distribution Date;




     (ii) if the deficiency in funds results from the Depositor’s failure to make
a full payment of Contract Payments on the Stock Purchase Contracts on a payment date for
Contract Payments, then the available funds from the Depositor’s payment of Contract
Payments shall be applied first to make Distributions then due on the Normal ITS and the
Stripped ITS on a pro rata basis on such Distribution Date up to the amount of such
Distributions corresponding to the Contract Payments on the Stock Purchase Contracts (or,
if less, the amount of the corresponding Distributions that would have been made on the
Normal ITS and the Stripped ITS had the Depositor made a full payment of Contract Payments
on the Stock Purchase Contracts) before any such amount is applied to make a Distribution
on Common Securities on such Distribution Date; and




     (iii) if the deficiency in funds results from the Depositor’s failure to pay
a full dividend on shares of Preferred Stock on a dividend payment date for the Preferred
Stock, then the available funds from the Depositor’s payment of dividends on the Preferred
Stock shall be applied first to make Distributions then due on the Normal ITS on a pro rata
basis on such Distribution Date up to the amount of such Distributions corresponding to
dividends on the Preferred Stock (or, if less, the amount of the corresponding
Distributions that would have been made on the Normal ITS and the Stripped ITS, if any, had
the Depositor paid a full dividend on the Preferred Stock) before any such amount is
applied to make a Distribution on Common Securities on such Distribution Date.



     (b) If on any Redemption Date for a redemption pursuant to Section 4.2(a) the Paying Agent
lacks funds available from the Depositor’s redemption of shares of Preferred Stock to pay the full
Redemption Price then due on all of the outstanding Trust Securities to be redeemed in accordance
with Section 4.2, then (i) the available funds shall be applied first to pay the Redemption Price
on the Trust Preferred Securities to be redeemed on such Redemption Date and (ii) Common Securities
shall be redeemed only to the extent funds are available for such purpose after the payment of the
full Redemption Price on the Trust Preferred Securities to be redeemed, as aforesaid.



     (c) If an Early Dissolution Event occurs, no Liquidation Distributions shall be made on the
Common Securities until full Liquidation Distributions have been made on each Class of Trust
Preferred Securities in accordance with Section 9.4(d).



     (d) In the case of the occurrence of any Event of Default resulting from any Note Event of
Default or Preferred Stock Default, the Holders of the Common Securities shall have no 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 cured, waived or



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otherwise eliminated. Until all such Events of Default under this Trust Agreement with
respect to the Trust Preferred Securities have 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 on behalf of the Holders 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 cash Distributions (including any Additional Amounts) in respect of the Trust
Preferred Securities shall, subject to the next succeeding sentence, 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 by wire transfer of immediately available funds. A Holder of $1,000,000 or
more in aggregate Liquidation Amount of Trust Preferred Securities may receive payments of cash
Distributions (including any Additional Amounts) by wire transfer of immediately available funds
upon written request to the Property Trustee not later than the 15th calendar day,
whether or not a Business Day, before the relevant Distribution Date. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed between the Property
Trustee, the Paying Agent and the Holders of the Common Securities.



     Section 4.5 Tax Returns and Reports.



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



     Section 4.6 Payment of Expenses of the Issuer Trust.



     The Depositor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full
amount of any costs, expenses or liabilities of the Issuer Trust (other than obligations of the
Issuer Trust to pay the Holders of any Trust Preferred Securities or other similar interests in the
Issuer Trust the amounts due such Holders pursuant to the terms of the Trust Preferred 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 withholding taxes) imposed on
the Issuer Trust by the United States or any other taxing authority. Such payment obligation
includes any such costs, expenses or liabilities of the Issuer Trust that are required by
applicable law to be satisfied in connection with a dissolution of the Issuer Trust.



     Section 4.7 Payments under Indenture or Pursuant to Direct Actions.



     Any amount payable hereunder to any Holder of Trust Preferred Securities (or any Owner with
respect thereto) shall be reduced by the amount of any corresponding payment such Holder (or



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Owner) has directly received pursuant to Section 5.8 of the Base Indenture, Section 3.1 of the
Stock Purchase Contract Agreement or Section 5.16 of this Trust Agreement.




     Section 4.8 Combination of Stripped ITS and Normal ITS after Stock Purchase Date.



     If either (x) there has been a Successful Remarketing or (y) there has been a Failed
Remarketing but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding
(but in the case of each of clause (x) and (y) only if the Stock Purchase Contract Agreement is
fully performed on the Stock Purchase Date), at the Securities Registrar’s opening of business on
the Business Day next succeeding the Stock Purchase Date each Stripped ITS with its $1,000
Liquidation Amount shall automatically be and become a Normal ITS with a $1,000 Liquidation Amount,
and each Stripped ITS Certificate (whether or not a Book-Entry Trust Preferred Securities
Certificate) shall be deemed to represent a number of Normal ITS equal to the number of Stripped
ITS represented by such Stripped ITS Certificate immediately prior to the Securities Registrar’s
opening of business on such date. If there has been a Failed Remarketing and on the Stock Purchase
Date there is a Deferred Note Interest Amount outstanding, then Stripped ITS will continue to
remain outstanding after the Stock Purchase Date until the first date on which no Deferred Note
Interest Amount is outstanding (including because any notes delivered pursuant to Section 2.5(c) of
the Indenture Supplement have been fully paid) and, on the Business Day after all Deferred Note
Interest Amounts have been fully paid, each Stripped ITS with its $1,000 Liquidation Amount shall
automatically be and become a Normal ITS with a $1,000 Liquidation Amount, and each Stripped ITS
Certificate (whether or not a Book-Entry Trust Preferred Securities Certificate) shall be deemed to
represent a number of Normal ITS equal to the number of Stripped ITS represented by such Stripped
ITS Certificate immediately prior to the Securities Registrar’s opening of business on such date.
On or after such date determined pursuant to either of the two preceding sentences, (a) upon
surrender by a Holder of a Stripped ITS Certificate to the Securities Registrar, an Administrative
Trustee shall execute and deliver to the Securities Registrar (who shall then deliver to such
Holder) a Normal ITS Certificate representing the appropriate number of Normal ITS, and the
Securities Registrar shall enter such Holder as appropriate in the Securities Register for the
Normal ITS, and (b) as to Normal ITS and Stripped ITS represented by Book-Entry Preferred
Securities, the Depositor, the Administrative Trustees, the Property Trustee, the Securities
Registrar and the Paying Agent shall cooperate in an effort to cause the Stripped ITS to become
Normal ITS in accordance with the rules and procedures of the applicable Clearing Agency
(including, in the case of DTC if it is the Clearing Agency, adjustment if necessary or appropriate
through DTC’s Deposit/Withdrawal at Custodian DWAC system).



ARTICLE V




Trust Securities Certificates



     Section 5.1 Initial Ownership.



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



     Section 5.2 The Trust Securities Certificates.



     The Trust Preferred Securities Certificates shall be issued in minimum denominations of one
Trust Preferred Security and integral multiples thereof (corresponding to $1,000 Liquidation Amount
and integral multiples of $1,000 in excess thereof), and the Common Securities



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Certificates shall be issued in minimum denominations of one Common Security and integral
multiples thereof (corresponding to $1,000 Liquidation Amount and integral multiples thereof).
Trust Preferred Securities Certificates and Common Securities Certificates shall not be issued in
denominations representing fractions of a Trust Preferred Security or Common Security, as
applicable. The Trust Securities Certificates shall be executed on behalf of the Issuer Trust by
manual signature of at least one Administrative Trustee. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures shall have been
affixed, Administrative Trustees 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
Administrative Trustees prior to the delivery of such Trust Securities Certificates or did not hold
such offices at the date of delivery of such Trust Securities Certificates. A transferee of a
Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject
to the obligations of a Holder hereunder, upon due registration of such Trust Securities
Certificate in such transferee’s name pursuant to Section 5.4, 5.11 or 5.13.




     Section 5.3 Execution and Delivery of Trust Securities Certificates.



     At the Time of Delivery, an Administrative Trustees shall cause Trust Securities Certificates
representing the number of Trust Securities of the applicable Class provided in Sections 2.4 and
2.5 to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the
Depositor, such written order executed by one Authorized Officer thereof, without further corporate
action by the Depositor, in authorized denominations.



     Section 5.4 Registration of Transfer and Exchange of Trust Preferred Securities
Certificates.



     The Administrative Trustees 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 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 provisions of Sections 8.1 (other than (c), (d), (e)(i) and
(e)(iii) (e)(vii) thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply to the
Securities Registrar in the same manner that by their terms they apply to the Property Trustee,
mutatis mutandis, as modified by the terms of the letter agreement, dated March 17, 2006 (the
“Agent Agreement”), by and among the Depositor, the Administrative Trustees, the Securities
Registrar and the Paying Agent, which is hereby incorporated herein by reference and made a part
hereof, and subject to the rights, privileges and immunities of the Securities Registrar under the
Collateral Agreement. The Administrative Trustees shall take such action as shall be necessary to
ensure that at all times there is a Securities Registrar and that, through the Stock Purchase Date,
the same commercial bank is both Securities Registrar and Collateral Agent. By executing this
Trust Agreement, the Administrative Trustees appoint U.S. Bank National Association, as the initial
Securities Registrar. Subject to the second preceding sentence, the Administrative Trustees may
dismiss the Securities Registrar and appoint a commercial bank or trust company to act as successor
Securities Registrar. Any Person acting as Securities Registrar shall be permitted to resign as
Securities Registrar upon 30 days’ written notice to the Administrative Trustees and the Property
Trustee.



     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



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them shall execute on behalf of the Issuer Trust 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. 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. Neither the Trust nor the Securities Registrar shall be required, pursuant to the
provisions of this Section 5.4, (a) to register the transfer of or exchange any Trust Preferred
Security during a period beginning at the opening of business 15 days before the day of selection
for redemption of Trust Preferred Securities and ending at the close of business on the day of
mailing of notice of redemption or (b) to transfer or exchange any Trust Preferred Security so
selected for redemption in whole or in part, except, in the case of any Trust Preferred Security to
be redeemed in part, any portion thereof not to be redeemed.




     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 canceled 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.



     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 protected purchaser, the Administrative
Trustees, or any one of them, on behalf of the Issuer Trust shall execute and make available for
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination.
In connection with the issuance of any new Trust Securities Certificate under this Section 5.5, the
Administrative Trustees or the Securities Registrar may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection therewith. Any
duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive
evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to
that evidenced by the lost, stolen or destroyed Trust Securities Certificate, 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 Holders.



     The Issuer Trustees and the Securities Registrar shall each treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as the owner of such



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Trust Securities Certificate for the purpose of receiving Distributions and for all other
purposes whatsoever, and none of the Issuer Trustees, the Administrative Trustees and the
Securities Registrar shall be bound by any notice to the contrary.




     Section 5.7 List of Holders’ Names and Addresses.



     Each of the Depositor and any one of the Administrative Trustees will furnish or cause to be
furnished to the Property Trustee:




     (i) monthly, quarterly or semi-annually, as the case may be, not more than
15 days after each regular record date in each year, a list, in such form as the Property
Trustee may reasonably require, of the names and addresses of the Holders of Trust
Securities as of such regular record date, and




     (ii) at such other times as the Property Trustee may request in writing,
within 30 days after the receipt by the Depositor and the Administrative Trustees of any
such request, a list of similar form and content as of a date not more than 15 days prior
to the time such list is furnished,


excluding from any such list names and addresses received by the Property Trustee at any time that
is acting as Securities Registrar.




     The Property Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to the Property Trustee
as provided in this Section 5.7 and the names and addresses of Holders received by the Property
Trustee at any time that is acting as Securities Registrar. The Property Trustee may destroy any
list furnished to it as provided in Section 5.7 upon receipt of a new list so furnished.



     The rights of Holders to communicate with other Holders with respect to their rights under
this Trust Agreement or under the Trust Securities, and the corresponding rights and privileges of
the Property Trustee, shall be as provided in the Trust Indenture Act.



     Each Holder and each Owner shall be deemed to have agreed not to hold the Depositor, the
Property Trustee, the Delaware Trustee, the Administrative Trustees or the Securities Registrar
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 Agency.



     The Administrative Trustees shall designate an office or offices or agency or agencies where
Trust Preferred Securities Certificates may be surrendered for registration of transfer or exchange
and for payment, and where notices and demands to or upon the Issuer Trustees in respect of this
Trust Agreement and the Trust Securities Certificates may be served. The Administrative Trustees
initially designate c/o U.S. Bank National Association, 100 Wall Street, 16th Floor, New
York, New York 10005 Attention: Corporate Trust Services, as their office and agency for such
purposes of surrendering for registration of transfer or exchange and for payment and designate c/o
U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402, Attention: Treasury Department, as
their office and agency for the purposes of serving such demands and notices. An Administrative
Trustee shall give prompt written notice to the Depositor, the Property Trustee
 and to the
Holders of any change in the location of the Securities Register or any such office or agency.




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     Section 5.9 Appointment of Paying Agent.



     The Paying Agent shall make Distributions to Holders from the Payment Account and shall report
the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any
Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for
the purpose of making the Distributions referred to above. The Administrative Trustees may revoke
such power and remove the Paying Agent in their sole discretion. The Paying Agent shall initially
be U.S. Bank National Association. Any Person acting as Paying Agent shall be permitted to resign
as Paying Agent upon 30 days’ written notice to the Administrative Trustees and the Property
Trustee. If U.S. Bank National Association 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 (which shall be a bank or trust company) that is reasonably acceptable to the
Property Trustee and the Depositor to act as Paying Agent. Such successor Paying Agent or any
additional Paying Agent shall execute and deliver to the Issuer Trustees an instrument in which
such successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees that as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto
until such sums shall be paid to such Holders. The Paying Agent shall return all unclaimed funds
to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all
funds in its possession to the Property Trustee. The provisions of Sections 8.1 (other than (c),
(d), (e)(i) and (e)(iii), thereof), 8.3 (other than (g) and (j) thereof) and 8.6 shall apply also
to the Paying Agent for so long as it shall act as Paying Agent and, to the extent applicable, to
any other paying agent appointed hereunder, in the same manner that by their terms they apply to
the Property Trustee, mutatis mutandis, as modified by the terms of the Agent Agreement. 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; Common Securities
Certificate.



     (a) At the Time of Delivery, the Depositor shall acquire 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 Base Indenture, any attempted transfer of the Common Securities
other than to a direct or indirect subsidiary of the Depositor shall be void. The Administrative
Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend
consistent with this Section 5.10.



     (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 5.11 Book-Entry Trust Preferred Securities Certificates.



     (a) Except where Definitive Trust Preferred Securities Certificates have been issued to Owners
pursuant to Section 5.15:




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



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     (ii) the Securities Registrar, the Paying Agent and the Issuer Trustees
shall be entitled to deal with the Clearing Agency, or its nominee, 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, and neither any Clearing Agency
Participants nor any other Persons on whose behalf Clearing Agency Participants may act
shall have any rights under this Trust Agreement with respect to any Book-Entry Trust
Preferred Securities Certificates registered in the name of the Clearing Agency or any
nominee thereof or otherwise;




     (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
5.15, 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. Notwithstanding the foregoing, (x) the Holder of a
Book-Entry Trust Preferred Securities Certificate may grant proxies and otherwise authorize
any Person, including the Clearing Agency Participants and other Persons that are Owners,
to take any action that a Holder of Trust Preferred Securities of the relevant Class is
entitled to take under this Trust Agreement or the Trust Preferred Securities of the
relevant Class, and (y) nothing herein shall prevent the Securities Registrar or the Issuer
Trustees from giving effect to any written certification, proxy or other authorization
furnished by the Clearing Agency or shall impair, as between the Clearing Agency and the
Clearing Agency Participants, the operation of customary practices governing the exercise
of the rights of an Owner of any Trust Preferred Security.



     (b) Any Book-Entry Trust Preferred Securities Certificate shall represent such number of the
Outstanding Trust Preferred Securities of the applicable Class as shall be specified therein and
may provide that it shall represent the aggregate number of Outstanding Trust Preferred Securities
of the applicable Class from time to time endorsed thereon and that the aggregate number of
Outstanding Trust Preferred Securities of the applicable Class represented thereby may from time to
time be reduced or increased, as appropriate, to reflect transfers, redemptions or exchanges
(including the Exchanges pursuant to Section 5.13). Any endorsement of a Book-Entry Trust
Preferred Securities Certificate to reflect the number, or any increase or decrease in the number,
of Outstanding Trust Preferred Securities of the applicable Class represented thereby shall be made
by the Securities Registrar (i) in such a manner and upon instructions given by such Person or
Persons as shall be specified in such Trust Preferred Securities of the applicable Class or in a
Depositor order to be delivered to the Securities Registrar pursuant to Section 5.3 or (ii)
otherwise in accordance with written instructions or such other written form or instructions as is
customary for the Clearing Agency for such Trust
Preferred Securities, from such Clearing Agency or its nominee on behalf of any Person having
a beneficial interest in such Book-Entry Trust Preferred Securities Certificate. Subject to the
provisions of Section 5.4, the Securities Registrar shall deliver and



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redeliver any Book-Entry
Trust Preferred Securities Certificate in the manner and upon instructions given by the Person or
Persons specified in such Book-Entry Trust Preferred Securities Certificate or in the applicable
Depositor order (and an Administrative Trustee shall execute such Book-Entry Trust Preferred
Securities Certificate as shall be necessary in order to give effect to the foregoing).




     (c) Any Book-Entry Trust Preferred Securities Certificate may be deposited with the Clearing
Agency or its nominee, or may remain in the custody of the Certificate Custodian.



     (d) Notwithstanding Section 5.4, transfers of a Book-Entry Trust Preferred Securities
Certificate shall be limited to transfers in whole, but not in part, to the Clearing Agency, its
successors or their respective nominees. Interests of Owners in a Book-Entry Trust Preferred
Securities Certificate may be transferred in accordance with the rules and procedures of the
Clearing Agency. Definitive Trust Preferred Securities Certificates shall be transferred to Owners
in exchange for their beneficial interests in a Book-Entry Trust Preferred Securities Certificate
if, and only if, either (1) the Clearing Agency notifies the Depositor and the Securities Registrar
that it is unwilling or unable to continue as Clearing Agency for the Book-Entry Trust Preferred
Securities or if at any time the Clearing Agency ceases to be a Clearing Agency registered under
the Exchange Act and, in either case, a successor Clearing Agency is not appointed by the Depositor
within 90 days of such notice, (2) an Event of Default has occurred and is continuing and the
Securities Registrar has received a request from the Clearing Agency to issue Definitive Trust
Preferred Securities Certificates of each Class in lieu of all or a portion of the Book-Entry Trust
Preferred Securities (in which case an Administrative Trustee shall execute and deliver Definitive
Trust Preferred Securities Certificates within 30 days of such request), or (3) the Depositor
determines not to have the Trust Preferred Securities represented by the Book-Entry Trust Preferred
Securities Certificates.



     (e) In connection with any transfer of a portion of the beneficial interests in a Book-Entry
Trust Preferred Securities Certificate to Owners pursuant to this Section 5.11, the Securities
Registrar shall reflect on its books and records the date and a decrease in the number of
Book-Entry Trust Preferred Securities of the applicable Class in an amount equal to the number of
such Trust Preferred Securities of the applicable Class to be transferred, and an Administrative
Trustee shall execute and deliver one or more Definitive Trust Preferred Securities Certificates of
the same Class representing the appropriate number of Trust Preferred Securities of such Class.



     (f) In connection with the transfer of all the beneficial interests in a Book-Entry Trust
Preferred Securities Certificate to Owners pursuant to this Section 5.11, the Book-Entry Trust
Preferred Securities Certificates shall be deemed to be surrendered to the Securities Registrar for
cancellation, and an Administrative Trustee shall execute and deliver to each Owner identified by
the Clearing Agency in exchange for its beneficial interest in the Book-Entry Trust Preferred
Securities Certificate being cancelled, a Definitive Trust Preferred Security Certificate
representing an equal number of Trust Preferred Securities of the applicable Class.



     (g) None of the Issuer Trustees, the Securities Registrar, the Paying Agent or the Depositor
will have any responsibility or liability for any acts or omissions of any Clearing Agency with
respect to any Book-Entry Trust Preferred Securities, or any aspect of the records relating to, or
payments made on account of, Trust Preferred Securities by the Clearing Agency, or for maintaining,
supervising or reviewing any records of the Clearing Agency relating to the Trust Preferred
Securities, or for any transactions between or among a Clearing Agency and a
Clearing Agency Participant and/or an Owner of a beneficial interest in any Book-Entry Trust
Preferred Securities for transfers of beneficial interests in any Book-Entry Trust Preferred
Securities. None of the Issuer Trustees, the Securities Registrar, the Paying Agent or the
Depositor shall be liable for



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any delay by the Clearing Agency in identifying Owners, and each such
Person may conclusively rely on, and shall be protected in relying on, instructions from the
Clearing Agency for all purposes (including with respect to the registration and delivery, in the
respective amounts, of Definitive Trust Preferred Securities Certificates to be issued).




     Section 5.12 Notices to Clearing Agency.



     To the extent that a notice or other communication to the Holders is required under this Trust
Agreement, for so long as Trust Preferred Securities are represented by Book-Entry Trust Preferred
Securities Certificates, the Administrative Trustees shall give all such notices and communications
specified herein to be given to the Clearing Agency, and shall have no obligations to the Owners.



     Section 5.13 Exchanges.



     (a) This Section 5.13 provides for the procedures pursuant to which Holders:




     (i) of Normal ITS may exchange Normal ITS and Qualifying Treasury Securities
for Stripped ITS and Capital ITS; and




     (ii) of Stripped ITS and Capital ITS may exchange Stripped ITS and Capital
ITS for Normal ITS and Pledged Treasury Securities


(each, an “Exchange”, and the terms “Exchanged”, “Exchanging” and “Exchanges” having correlative
meanings). All deposits, deliveries or transfers by a Holder pursuant to this Section 5.13 of
Normal ITS, Capital ITS and treasury securities (including Qualifying Treasury Securities) shall be
made by Book-Entry Transfer unless the recipient of such deposit, delivery or transfer expressly
agrees otherwise in writing.




     (b) Subject to the conditions set forth in this Trust Agreement, during any Exchange Period a
Holder of Normal ITS may effect an Exchange of Normal ITS and Qualifying Treasury Securities having
a principal amount equal to the Liquidation Amount of such Normal ITS for Stripped ITS and Capital
ITS, each having a Liquidation Amount equal to the Liquidation Amount of such Normal ITS, by:




     (i) depositing with the Collateral Agent the treasury security that is the
Qualifying Treasury Security on the date of deposit, in the principal amount of $1,000 for
each Normal ITS being Exchanged;




     (ii) transferring the Normal ITS being Exchanged to the Securities
Registrar; and




     (iii) delivering to the Collateral Agent and the Securities Registrar,
together with the deposit of Qualifying Treasury Securities deposited pursuant to clause
(i) and the transfer of Normal ITS pursuant to clause (ii), a duly executed and completed
“Stripping Notice and Request” in the form printed on the reverse side of the form of
Normal ITS Certificate (x) stating that the Holder is depositing the appropriate Qualifying
Treasury Securities with the Collateral Agent for deposit in the Collateral Account, (y)
stating that
the Holder is transferring the related Normal ITS to the Securities Registrar in
connection with an Exchange of such Normal ITS and Qualifying Treasury Securities for a
Like



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Amount of Stripped ITS and Capital ITS, and (z) requesting the delivery to the Holder
of such Stripped ITS and Capital ITS.



     (c) Upon the deposit and transfer pursuant to Section 5.13(b) and receipt of the notice and
request referred to in Section 5.13(b)(iii):




     (i) the Collateral Agent will release Pledged Notes of a Like Amount from
the Pledge, transfer such Pledged Notes to the Custody Account free and clear of the
Depositor’s security interest therein, and confirm to the Property Trustee in writing that
such release and transfer has occurred;




     (ii) the Collateral Agent shall continue to hold such Notes in the Custody
Account as Custodial Agent for the Issuer Trust in connection with Capital ITS for which
such Notes are Corresponding Assets; and




     (iii) the Securities Registrar, pursuant to the procedures provided for in
Section 5.11 dealing with increasing and decreasing the number of Trust Preferred
Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel
the number of Normal ITS transferred pursuant to Section 5.13(b)(ii) and deliver a Like
Amount of Stripped ITS and Capital ITS to the Holder, all by making appropriate notations
on the Book-Entry Trust Preferred Securities Certificates of the appropriate Class.



     (d) Subject to the conditions set forth in this Trust Agreement, during any Exchange Period a
Holder of Stripped ITS and Capital ITS may effect an Exchange of Stripped ITS and Capital ITS for
Normal ITS and Pledged Treasury Securities having a principal amount equal to the Liquidation
Amount of each of the Stripped ITS and Capital ITS being Exchanged, by:




     (i) transferring the Stripped ITS and the Capital ITS being Exchanged to the
Securities Registrar; and




     (ii) delivering to the Securities Registrar, together with the transfer of
Stripped ITS and Capital ITS pursuant to clause (i), and concurrently delivering to the
Collateral Agent a duly executed and completed “Recombination Notice and Request” in the
form printed on the reverse side of the form of Capital ITS Certificate and Stripped ITS
Certificate, (x) stating that the Holder is transferring the related Stripped ITS and
Capital ITS to the Securities Registrar in connection with the Exchange of such Stripped
ITS and Capital ITS for a Like Amount of each of Normal ITS and Pledged Treasury
Securities, (y) requesting the Collateral Agent to release from the Pledge and deliver to
the Holder Pledged Treasury Securities in a principal amount equal to the Liquidation
Amount of each of the Stripped ITS and Capital ITS being exchanged, and (z) requesting the
Securities Registrar to deliver to the Holder Normal ITS of a Like Amount.



     (e) Upon the transfer pursuant to Section 5.13(d) and receipt of the notice and request
referred to in Section 5.13(d):




     (i) the Collateral Agent will release Pledged Treasury Securities of a Like
Amount from the Pledge and deliver such formerly Pledged Treasury Securities to the Holder
free and clear of the Depositor’s security interest therein, and confirm in writing
to the Property Trustee and the Administrative Trustees that such release and transfer
has occurred;



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     (ii) the Collateral Agent will transfer a Like Amount of Notes from the
Custody Account to the Collateral Account, re-subjecting such Notes to the Pledge; and




     (iii) the Securities Registrar, pursuant to the procedures provided for in
Section 5.11 dealing with increasing and decreasing the number of Trust Preferred
Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall cancel
the number of Stripped ITS and Capital ITS delivered pursuant to Section 5.13(d) and
deliver a Like Amount of Normal ITS to the Holder, all by making appropriate notations on
the Book-Entry Trust Preferred Securities Certificates of the appropriate Class.



     Section 5.14 Remarketing Elections.



     (a) This Section 5.14 provides for the procedures pursuant to which a Holder:




     (i) of Normal ITS may elect (a “Contingent Exchange Election”) to cause the
Pledged Notes that are Corresponding Assets for such Holder’s Normal ITS not to be offered
in a Remarketing, with the consequence that such Holder will receive in exchange Stripped
ITS and Capital ITS in a Like Amount if the Remarketing is Successful; and




     (ii) of Capital ITS may elect (a “Contingent Disposition Election”) to cause
the Notes that are Corresponding Assets for such Holder’s Capital ITS to be offered in the
Remarketing, with the consequence that such Holder will receive the cash proceeds, net of
the allocable portion of the Remarketing Agent’s fee, of the Remarketing of such Notes.



     (b) Upon the written instruction of the Depositor, the Property Trustee shall give appropriate
instructions to the Collateral Agent and the Remarketing Agent in accordance with the Remarketing
Agreement to offer for sale in each Remarketing, and if the Remarketing is Successful sell as part
of such Remarketing, a principal amount of Notes equal to 100% of the principal amount of Notes
included in the Trust Property minus the sum of (i) the Liquidation Amount of Normal ITS as to
which a Contingent Exchange Election has been made and (ii) the Liquidation Amount of Capital ITS
other than Capital ITS as to which a Contingent Disposition Election has been made.



     (c) All deposits, deliveries or transfers by a Holder pursuant to this Section 5.14 of Normal
ITS, Capital ITS and treasury securities (including Qualifying Treasury Securities) shall be made
by Book-Entry Transfer unless the recipient of such deposit, delivery or transfer expressly agrees
otherwise in writing.



     (d) Subject to the conditions set forth in this Trust Agreement, a Holder of Normal ITS may
make a Contingent Exchange Election by:




     (i) during the period that commences with the Collateral Agent’s and the
Securities Registrar’s opening of normal business hours on the tenth Business Day
immediately preceding a Remarketing Date and ending at 3:00 P.M., New York City time, on
the second Business Day immediately preceding such Remarketing Date, transferring the
Normal ITS that are the subject of such Contingent Exchange Election to the Securities
Registrar, accompanied by a duly executed and completed “Notice of
Contingent Exchange Election” in the form printed on the reverse side of the form of
Normal ITS Certificate; and




     (ii) by not later than 3:00 P.M., New York City time, on the second Business
Day immediately preceding the Remarketing Date, depositing with the Collateral Agent,



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the treasury security that is the Qualifying Treasury Security on the date of deposit, in the
amount of $1,000 for each Normal ITS that is subject to the Contingent Exchange Election.



     (e) If a Holder has made an effective Contingent Exchange Election in accordance with the
foregoing provisions:




     (i) if the related Remarketing is Successful:




     (x) the Collateral Agent will release Pledged Notes of a Like Amount from the
Pledge, transfer such Notes to the Custody Account free and clear of the
Depositor’s security interest therein, deposit in the Collateral Account as Pledged
Treasury Securities the Qualifying Treasury Securities deposited with the
Collateral Agent pursuant to Section 5.14(d)(ii) and confirm to the Property
Trustee and the Administrative Trustees in writing that such release of transfers
has occurred;




     (y) the Collateral Agent shall continue to hold such Notes in the Custody
Account as Custodial Agent for the Issuer Trust in connection with Capital ITS for
which such Notes are Corresponding Assets; and




     (z) the Securities Registrar, pursuant to the procedures provided for in
Section 5.11 dealing with increasing and decreasing the number of Trust Preferred
Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall
cancel the number of Normal ITS transferred pursuant to Section 5.14(d)(i) and
deliver a Like Amount of Capital ITS and Stripped ITS to the Holder, all by making
appropriate notations on the Book-Entry Trust Preferred Securities Certificates of
the appropriate Class; and




     (ii) if the related Remarketing is not Successful:




     (x) promptly after the Remarketing, the Collateral Agent will deliver back to
such Holder the Qualifying Treasury Securities delivered by such Holder to the
Collateral Agent pursuant to the Section 5.14(d)(ii); and




     (y) the Securities Registrar will disregard the delivery by such Holder of
Normal ITS pursuant to Section 5.14(d)(i), with the consequence that such Holder
shall be deemed continued to hold such Normal ITS.



     (f) Subject to the conditions set forth in this Trust Agreement, a Holder of Capital ITS may
make a Contingent Disposition Election by, during the period that commences with the Securities
Registrar’s opening of normal business hours on the tenth Business Day immediately preceding a
Remarketing Date and ending at 3:00 P.M., New York City time, on the second Business Day
immediately preceding such Remarketing Date, transferring the Capital ITS that are the subject of
such Contingent Disposition Election to the Securities Registrar, accompanied
by a duly completed “Notice of Contingent Disposition Election” in the form printed on the
reverse side of the form of Capital ITS Certificate.



     (g) If a Holder has made an effective Contingent Disposition Election in accordance with the
foregoing provisions:




     (i) if the related Remarketing is Successful:



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     (x) the Securities Registrar, pursuant to the procedures provided for in
Section 5.11 dealing with increasing and decreasing the number of Trust Preferred
Securities evidenced by Book-Entry Trust Preferred Securities Certificates, shall
cancel the number of Capital ITS transferred pursuant to Section 5.14(f); and




     (y) on or promptly after the Remarketing Settlement Date, the Collateral Agent
will pay to the Property Trustee or its designee, and the Property Trustee through
the Paying Agent will pay to such Holder, an amount in cash for each Capital ITS
subject to such Contingent Disposition Election equal to the proceeds of sale of
$1,000 principal amount of Notes, net of a pro rata portion of the Remarketing
Agent’s fee, in the Remarketing; and




     (ii) if the Remarketing is not Successful, the Securities Registrar will
disregard the delivery by such Holder of Capital ITS pursuant to Section 5.14(f), with the
consequence that such Holder shall continue to hold such Capital ITS.



     Section 5.15 Definitive Trust Preferred Securities Certificates.



     The Trust Preferred Securities Certificates issued at the Time of Delivery shall be issued as
Book-Entry Trust Preferred Securities Certificates in accordance with Section 2.4. Additionally,
if (a) the Depositor advises the Issuer Trustees in writing that the Clearing Agency (i) has
notified the Depositor that it is unwilling or unable to continue as Clearing Agency for such Trust
Preferred Securities Certificates and no successor Clearing Agency has been appointed within 90
days of this notice or (ii) has ceased to be a clearing agency registered under the Exchange Act at
a time when the Clearing Agency is required to be so registered to act as a depositary and no
successor Clearing Agency has been appointed within 90 days after the Depositor has learned that
the Clearing Agency has ceased to be so registered, (b) a Note Event of Default or a Preferred
Stock Event of Default has occurred and is continuing, (c) the Depositor at its option advises the
Issuer Trustees in writing that it elects to terminate the book-entry system through the Clearing
Agency, or (d) Owners of Trust Preferred Securities Certificates representing beneficial interests
aggregating at least a Majority in Liquidation Amount of the Trust Preferred Securities of all
Classes, considered together as a single Class, advise the Administrative Trustees in writing that
the continuation of a book-entry system through the Clearing Agency is no longer in the best
interest of the Owners of Trust Preferred Securities Certificates, then the Administrative Trustees
shall notify the other Issuer 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. Neither the Securities
Registrar nor the Issuer 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 Issuer Trustees shall recognize
the Holders of the Definitive Trust Preferred Securities Certificates as holders of Trust
Securities. The Definitive Trust Preferred Securities Certificates shall be typewritten, 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



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Securities are then listed or approved for trading, as
evidenced by the execution thereof by the Administrative Trustees or any one of them.




     Section 5.16 Rights of Holders; Waivers of Past Defaults.



     (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in
its capacity as such) in accordance with Section 2.9, and the Holders shall not have any right or
title therein other than the beneficial interest in the Issuer Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of property, profits
or rights of the Issuer Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust Agreement. The
Trust Preferred Securities shall have no preemptive or similar rights and when issued and delivered
to Holders against payment of the purchase price therefor will be fully paid and nonassessable
beneficial interests in the Issuer 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 of the Affected Classes remain Outstanding,
if, upon a Note Event of Default, the Note Trustee fails or the holders of not less than 25% in
principal amount of the outstanding Notes fail to declare the principal of all of the Notes to be
immediately due and payable, the Property Trustee or the Holders of at least 25% in Liquidation
Amount of the Trust Preferred Securities of the Affected Classes then Outstanding, considered
together as a single Class, shall have the right to make such declaration by a notice in writing to
the Depositor, the Note Trustee and the Property Trustee, in the case of notice by the Holders of
the Trust Preferred Securities of the Affected Classes, or to the Depositor, the Note Trustee and
the Holders of the Trust Preferred Securities of the Affected Classes, in the case of notice by the
Property Trustee, and upon any such declaration such principal amount of and the accrued interest
on all of the Notes shall become immediately due and payable as provided in the Indenture, provided
that the payment of principal and interest on such Notes shall remain subordinated to the extent
provided in the Indenture.



     At any time after a declaration of acceleration with respect to the Notes has been made and
before a judgment or decree for payment of the money due has been obtained by the Note Trustee as
in the Indenture provided, the Holders of at least a Majority in Liquidation Amount of the Trust
Preferred Securities of the Affected Classes, considered together as a single Class, by written
notice to the Property Trustee, the Depositor and the Note Trustee, may rescind and annul such
declaration and its consequences if:




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




     (A) all overdue installments of interest on all of the Notes,




     (B) any accrued Additional Interest (as defined in the Indenture) on
all of the Notes,




     (C) the principal of (and premium, if any, on) any Notes that have
become due otherwise than by such declaration of acceleration and interest and
Additional Interest (as defined in the Indenture) thereon at the rate borne by the
Notes, and



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




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



     The Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities of
the Affected Classes, considered together as a single Class, may, on behalf of the Holders of all
the Trust Preferred Securities of the Affected Classes, waive any past default under the Indenture,
except a default in the payment of principal or interest (unless such default has been cured and a
sum sufficient to pay all matured installments of interest and principal due otherwise than by
acceleration has been deposited with the Note Trustee) or a default in respect of a covenant or
provision that under the Indenture cannot be modified or amended without the consent of the holder
of each outstanding Note. 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 any part of the Trust Preferred Securities of the
Affected Classes a record date shall be established for determining Holders of Outstanding Trust
Preferred Securities of the Affected Classes entitled to join in such notice, which record date
shall be at the close of business on the day the Property Trustee receives such notice. The
Holders on such record date, or their duly designated proxies, and only such Persons, shall be
entitled to join in such notice, whether or not such Holders remain Holders after such record date;
provided that unless such declaration of acceleration, or rescission and annulment, as the case may
be, shall have become effective by virtue of the requisite percentage having joined in such notice
prior to the day that 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 that 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 5.16(b).



     (c) For so long as any Trust Preferred Securities of the Affected Classes remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the
Indenture, upon a Note Event of Default specified in Section 5.1(1) or 5.1(2) of the Base
Indenture, any Holder of Trust Preferred Securities of the Affected Classes shall have
the right to institute a proceeding directly
against the Depositor, pursuant to Section 5.8 of
the Base Indenture, for enforcement of payment to such Holder of any amounts payable in respect of
a Like Amount of Notes (a “Direct Action”). Except as set forth in Section 5.16(b) and this
Section 5.16(c), the Holders of Trust Preferred Securities of the Affected Classes shall have no
right to exercise directly any right or remedy available to the holders of, or in respect of, the
Notes.



     (d) For so long as any Trust Preferred Securities of the Affected Classes remain Outstanding,
to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the
Stock Purchase Contract Agreement, if the Depositor fails to pay when due any Contract Payments
under the Stock Purchase Contract Agreement (after giving effect to the Depositor’s deferral right
under Section 2.7 of the Stock Purchase Contract Agreement), any Holder of Trust Preferred
Securities of the Affected Classes shall have the right to institute a proceeding directly



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against the Depositor, pursuant to Section 3.1 of the Stock Purchase Contract Agreement, for enforcement of
payment to such Holder of any amounts payable in respect of a Like Amount of Stock Purchase
Contracts (also a “Direct Action”). Except as set forth in this Section 5.16(d), the Holders of
Trust Preferred Securities of the Affected Classes shall have no right to exercise directly any
right or remedy under the Stock Purchase Contract Agreement available to the Issuer Trust (acting
through the Property Trustee) as a party thereto.




     (e) Except as otherwise provided in Sections 5.16(a), (b), (c) and (d), the Holders of at
least a Majority in Liquidation Amount of the Trust Preferred Securities may, on behalf of the
Holders of all the Trust Preferred Securities, waive any past default or Event of Default and its
consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising there from shall be deemed to have been cured, for every
purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.



     Section 5.17 CUSIP Numbers.



     The Administrative Trustees in issuing the Trust Preferred Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices
of redemption as a convenience to Holders; 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.



     Section 5.18 Remarketing Procedures.



     (a) The Depositor will give notice to the Property Trustee of a Remarketing at least 28 days
prior to the related Remarketing Date. Upon written instruction of the Depositor, the Property
Trustee will give holders of Normal ITS and Capital ITS, and will request that the Clearing Agency
give to its participants holding Normal ITS or Capital ITS, notice of a Remarketing at least 21
days prior to the related Remarketing Date. Such notices will set forth:




     (i) for interest periods for the Notes commencing on or after the
Remarketing Settlement Date, the applicable interest payment dates and related record
dates;




     (ii) any change in the stated maturity date of the Notes and, if applicable,
the date on and after which the Depositor will have the right to redeem the Notes (which is
subject to Section 3.2 of the Indenture Supplement);




     (iii) whether in connection with an Early Remarketing that is not the first
scheduled Remarketing, the Depositor’s obligations under the Notes will remain subordinated
to Senior Debt (as defined in the Indenture) after the Remarketing Settlement Date;




     (iv) any other changes in the terms of the Notes notified by the Depositor
in connection with such Remarketing pursuant to Section 3.2 of the Indenture Supplement
(including on a Final Remarketing that is a Failed Remarketing, any change in the Stated
Maturity Date (as defined in the Indenture) and, if applicable, the date on or after which
the



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Trust will have the right to redeem the Notes (which is subject to Section 3.2 of the
Indenture Supplement));




     (v) the procedures a Holder of Normal ITS must follow to elect to exchange
its Normal ITS for Stripped ITS and Capital ITS if the Remarketing is Successful, and the
date by which such election must be made; and




     (vi) the procedures a Holder of Capital ITS must follow to elect to dispose
of its Capital ITS in connection with a Remarketing and the date by which such election
must be made.



ARTICLE VI




Acts of Holders; Meetings; Voting



     Section 6.1 Limitations on Voting Rights.



     (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise
required by law, no Holder of Trust Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the Issuer Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms
of the Trust Securities Certificates, be construed so as to constitute the Holders from time to
time as partners or members of an association.



     (b) So long as any Notes are held by the Property Trustee on behalf of the Issuer Trust, the
Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for
any remedy available to the Note Trustee, or execute any trust or power conferred on the Note
Trustee with respect to the Notes, (ii) waive any past default that may be waived under Section
5.13 of the Base Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Notes shall be due and payable, or (iv) consent to any amendment, modification
or termination of the Indenture or the Notes, where such consent shall be required by the Holders
of the Notes pursuant to the terms of the Indenture, without, in each case, obtaining the prior
approval of the Holders of at least a Majority in Liquidation Amount of the Normal ITS and the
Capital ITS then Outstanding, considered together as a single Class; provided, however, that where
a consent under the Indenture would require the consent of each holder of Notes affected thereby,
no such consent shall be given by the Property Trustee without the prior written consent of each
Holder of Normal ITS and Capital ITS. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the
Normal ITS and the Capital ITS, except by a subsequent vote of the Holders of the Normal ITS
and the Capital ITS. The Property Trustee shall notify all Holders of the Normal ITS and the
Capital ITS of any notice of default received with respect to the Notes. In addition to obtaining
the foregoing approvals of the Holders of the Normal ITS and the Capital ITS, prior to taking any
of the foregoing actions, the Issuer 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
Issuer Trust to be classified as an association or a publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes.



     (c) For so long as any Stock Purchase Contracts are outstanding, the Issuer Trustees may
consent to any amendment to or modification of the Stock Purchase Contract Agreement or the
Collateral Agreement, without having obtained the prior approval of the Holders of any Trust
Preferred Securities to such amendment or modification, for the purposes of (i) evidencing the
succession of another person to the Issuer Trust’s or the Property Trustee’s obligations
thereunder,



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(ii) adding to the covenants therein for the benefit of the Issuer Trust or the
Property Trustee or to surrender any of the Depositor’s rights or powers thereunder, (iii)
evidencing and providing for the acceptance of appointment of a successor Collateral Agent,
Custodial Agent or Securities Intermediary under the Collateral Agreement, (iv) curing any
ambiguity, or correcting or supplementing any provisions that may be inconsistent, (v) conforming
the terms of the Stock Purchase Contract Agreement or the Collateral Agreement, to the descriptions
thereof in the Prospectus, or (vi) making any other provisions with respect to such matters or
questions, provided that such action pursuant to this clause (vi) shall not adversely affect the
interest of the Holders of Trust Preferred Securities of any Class in any material respect. The
Issuer Trustees may, with the consent of the Holders of not less than a Majority in Liquidation
Amount of the Normal ITS and Stripped ITS then Outstanding, considered together as a single Class,
agree to any other amendment to or modification of the Stock Purchase Contract Agreement or the
Collateral Agreement, except that, without obtaining the prior written consent of each Holder of
Normal ITS and Capital ITS then Outstanding, the Issuer Trustees may not agree to any amendment or
modification that would (A) change any payment dates for Contract Payments, (B) change the amount
or type of Pledged Notes or Pledged Treasury Securities required to be pledged under the Collateral
Agreement, impair the right of the Property Trustee (on behalf of the Issuer Trust) to receive
distributions on Pledged Notes or Pledged Treasury Securities or otherwise adversely affect the
Issuer Trust’s rights in or to the Pledged Notes or Pledged Treasury Securities, (C) change the
place or currency or reduce any Contract Payments, (D) impair the Property Trustee’s right (or any
Holder’s right pursuant to Section 5.16(d)) to institute suit for the enforcement of the Stock
Purchase Contracts or payment of any Contract Payments, or (E) reduce the number of shares of
Preferred Stock purchasable under the Stock Purchase Contracts, increase the price to purchase
Preferred Stock upon settlement of the Stock Purchase Contracts, change the Stock Purchase Date or
otherwise adversely affect the Issuer Trust’s rights under the Stock Purchase Contracts.




     (d) So long as any shares of Preferred Stock are held by the Property Trustee on behalf of the
Issuer Trust, the Issuer Trustees shall not waive any Preferred Stock Default without obtaining the
prior approval of the Holders of at least a Majority in Liquidation Amount of the Normal ITS and
the Stripped ITS then Outstanding, considered together as a single Class. Additionally, in
addition to and notwithstanding the foregoing, the Issuer Trustees shall not consent to any
amendment to the Certificate of Designation or the Depositor’s certificate of incorporation that
would change the dates on which dividends are payable on the Preferred Stock or the amount of such
dividends, without the prior written consent of each Holder of Normal ITS and Stripped ITS. In
addition to obtaining the foregoing approvals of the Holders of Normal ITS and Stripped ITS, prior
to taking any of the foregoing actions, the Issuer Trustee shall, at the
expense of Depositor, obtain an Opinion of Counsel experienced in such matters to the effect
that such action shall not cause the Issuer Trust to be classified as an association or a publicly
traded partnership taxable as a corporation for U.S. federal income tax purposes.



     (e) If any proposed amendment to or modification of the Trust Agreement, the Stock Purchase
Contract Agreement or the Collateral Agreement provides for, or the Issuer Trustees otherwise
propose to effect, any action that would adversely affect in any material respect the powers,
preferences or special rights of the Trust Preferred Securities of any Class in a manner that is
different from the manner in which it would affect the Trust Preferred Securities of other Classes,
whether by way of amendment to or modification of the Trust Agreement, the Stock Purchase Contract
Agreement or the Collateral Agreement or otherwise, then the Holders of the Outstanding Trust
Preferred Securities of such 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 Trust Preferred Securities of such Class.



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     (f) No amendment to or modification of any Transaction Document that adversely affects the
rights, duties or immunities of the Securities Registrar, the Paying Agent, the Collateral Agent,
the Securities Intermediary or the Custodial Agent shall be effective as against any such affected
party without its consent.



     Section 6.2 Notice of Meetings.



     Notice of all meetings of the Holders of the Trust Preferred Securities of any one or more
Classes, stating the time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 12.8 to each Holder of Trust Preferred Securities of each Class entitled to
attend such meeting, at such Holder’s registered address, at least 15 days and not more than 90
days before the meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held
as adjourned without further notice.



     Section 6.3 Meetings of Holders of the Trust Preferred Securities.



     No annual meeting of Holders is required to be held. However, the Property Trustee or the
Administrative Trustees shall call a meeting of the Holders of the Trust Preferred Securities of a
Class to vote on any matter upon the written request of the Holders of at least 25% in aggregate
Liquidation Amount of the Outstanding Trust Preferred Securities of such Class; the Property
Trustee or the Administrative Trustees shall call a meeting of the Holders of the Trust Preferred
Securities of all Classes to vote on any matter upon the written request of the Holders of at least
25% in aggregate Liquidation Amount of the Outstanding Trust Preferred Securities of all Classes,
considered together; and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of the Holders of the Trust Preferred Securities of any Class or
Classes to vote on any matters as to which such Holders are entitled to vote.



     The Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities of
the Class or Classes (as applicable) entitled to attend a meeting, present in person or by proxy,
shall constitute a quorum at any meeting of the Holders of the Trust Preferred Securities.



     If a quorum is present at a meeting, an affirmative vote by the Holders present, in person or
by proxy, holding Trust Preferred Securities representing at least a Majority in Liquidation
Amount of the Trust Preferred Securities of the Class or Classes (as applicable) entitled to
attend such meeting held by the Holders present, either in person or by proxy, at such meeting
shall constitute the action of the Holders of the Trust Preferred Securities of the Class or
Classes (as applicable) invited to attend such meeting, unless this Trust Agreement requires a
greater number of affirmative votes.



     Section 6.4 Voting Rights.



     Holders shall be entitled to one vote for each $1,000 of Liquidation Amount represented by
their Outstanding Trust Securities in respect of any matter as to which such Holders are entitled
to vote.



     Section 6.5 All Votes Must Be Made by a United States Person.



     Voting and consensual rights available to or in favor of Holders or Owners under this Trust
Agreement may be exercised only by a United States Person that is a beneficial owner of a Trust
Security or by a United States Person acting as irrevocable agent with discretionary powers for the



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beneficial owner of a Trust Security that is not a United States Person. Holders that are not
United States Persons must irrevocably appoint a United States Person with discretionary powers to
act as their agent with respect to such voting and consensual rights.




     Section 6.6 Proxies, Etc.



     At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided
that no proxy shall be voted at any meeting unless it shall have been placed on file with the
Property Trustee, or with such other officer or agent of the Issuer Trust as the Property Trustee
may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a
resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or
one or more officers of the Property Trustee. Only Holders of record shall be entitled to vote.
When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting
in person or by proxy in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect of such Trust
Securities. A proxy purporting to be executed by or on behalf of a Holder shall be 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 6.7 Holder Action by Written Consent.



     Any action that may be taken by Holders at a meeting may be taken without a meeting and
without prior notice if Holders holding at least a Majority in Liquidation Amount of all Trust
Preferred Securities entitled to vote in respect of such action (or such larger proportion thereof
as shall be required by any other provision of this Trust Agreement) shall consent to the action in
writing.



     Section 6.8 Record Date for Voting and Other Purposes.



     For the purposes of determining the Holders 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 Holders or the payment of a Distribution or
other action, as the case may be, as a record date for the determination of the identity of the
Holders of record for such purposes. The Administrative Trustees shall cause a notice of any such
date fixed in respect of any such distribution to be forwarded to each Paying Agent.



     Section 6.9 Acts of Holders.



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



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Agreement and
(subject to Section 8.1) conclusive in favor of the Issuer Trustees, if made in the manner provided
in this Section.




     The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness 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 that any Issuer Trustee receiving the same deems sufficient.



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



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



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



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



     Section 6.10 Inspection of Records.



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



ARTICLE VII




Representations and Warranties



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



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




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



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     (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 banking corporation, duly organized, validly existing
and in good standing under the laws of 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 have been duly
authorized by all necessary corporate or other action on the part of the Property Trustee
and the Delaware Trustee and do 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 Delaware, governing the banking or trust
powers of the Property Trustee or the Delaware Trustee (as appropriate in context) or
any order, judgment or decree applicable to the Property Trustee or the Delaware Trustee;




     (g) neither the authorization, execution or delivery by the Property Trustee or the
Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by
the Property Trustee or the Delaware Trustee (as the case may be) contemplated herein
requires the consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency under any
existing law of the State of Delaware, governing the banking, trust or general powers of
the Property Trustee or the Delaware Trustee (as appropriate in context), other than the
filing of the Certificate of Trust with the Delaware Secretary of State; 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 that, individually or in the aggregate, would materially and
adversely affect the Issuer 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 Issuer Trustees under this Trust Agreement.



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     Section 7.2 Representations and Warranties of Depositor.



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




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




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



ARTICLE VIII




The Issuer Trustees



     Section 8.1 Certain Duties and Responsibilities.



     (a) The duties and responsibilities of the Issuer Trustees shall be as provided by this Trust
Agreement, subject to Section 12.10. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require any of the Issuer Trustees to expend or risk its or their own funds or
otherwise incur any financial liability in the performance of any of its or their duties hereunder,
or in the exercise of any of its or their rights or powers, if it or they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the
Issuer Trustees shall be subject to the provisions of this Section 8.1. To the extent that,
at law or in equity, an Issuer Trustee has duties and liabilities relating to the Issuer Trust or
to the Holders, such Issuer Trustee shall not be liable to the Issuer Trust or to any Holder for
such Issuer Trustee’s good faith reliance on the provisions of this Trust Agreement. Except as
otherwise required by the Trust Indenture Act and the Commission’s rules thereunder applicable to
indentures qualified under such Act, the provisions of this Trust Agreement, to the extent that
they restrict the duties and liabilities of the Issuer Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Holders to replace such other duties and liabilities of
the Issuer Trustees.



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



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



     (d) The Property Trustee, before the occurrence of any Event of Default and after the curing
of all Events of Default that may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Trust Agreement (including pursuant to Section 12.10), and no
implied covenants shall be read into this Trust Agreement against the Property Trustee. If an
Event of Default has occurred (that has not been cured or waived pursuant to Section 5.13 of the
Base Indenture), the Property Trustee shall exercise such of the rights and powers vested in it by
this Trust Agreement, and use the same degree of care and skill in its exercise thereof, as a
prudent person would exercise or use under the circumstances in the conduct of his or her own
affairs.



     (e) 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) prior to the occurrence of any Event of Default and after the curing or
waiving of all such Events of Default that may have occurred:




     (A) the duties and obligations of the Property Trustee shall be
determined solely by the express provisions of this Trust Agreement (including
pursuant to Section 12.10), and the Property Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set forth in
this Trust Agreement (including pursuant to Section 12.10); and




     (B) in the absence of bad faith on the part of the Property Trustee,
the Property Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Property Trustee and conforming to the requirements
of this Trust Agreement; but in the case of any such certificates or opinions that
by any provision hereof or of the Trust Indenture Act are specifically required to
be furnished to the Property Trustee, the Property Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of
this Trust Agreement;




     (ii) 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;




     (iii) 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 at least a Majority in Liquidation Amount of the Trust Preferred Securities of
all Affected Classes considered together as a single Class, 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;




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



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




     (vi) the Property Trustee shall not be responsible for monitoring the
compliance by the Administrative Trustees, the Depositor, the Collateral Agent, the
Securities Registrar, the Custodial Agent, the Paying Agent, the Remarketing Agent or any
other Person, with their respective duties under this Trust Agreement or any Transaction
Document, nor shall the Property Trustee be liable for the default or misconduct of any
other Issuer Trustee, the Administrative Trustees, the Depositor, the Collateral Agent, the
Securities Registrar, the Custodial Agent, the Paying Agent, the Remarketing Agent or any
other Person; and




     (vii) subject to Section 8.1(c), no provision of this Trust Agreement shall
require the Property Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if the Property Trustee shall have reasonable grounds for believing
that the repayment of such funds or liability is not reasonably assured to it under the
terms of this Trust Agreement or adequate indemnity against such risk or liability is not
reasonably assured to it.



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



     Section 8.2 Certain Notices.



     Within thirty days after the occurrence of any Event of Default actually known to the Property
Trustee or the Administrative Trustees, the Property Trustee or the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 12.8, notice of such Event of Default
to the Holders of each Affected Class, unless such Event of Default shall have been cured or
waived.



     For so long as Notes are included within the Trust Property, 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 Notes pursuant to the Indenture, the Property Trustee or the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 12.8, notice of such exercise to the
Holders of the Normal ITS and the Capital ITS, unless such exercise shall have been revoked.



     If during any calendar year any original issue discount shall have accrued on the Notes, the
Depositor shall file with each Paying Agent (including the Trustee if it is a Paying Agent)
promptly at the end of such calendar year (i) a written notice specifying the amount of original
issue discount (including daily rates and accrual periods) accrued on outstanding Notes as of the
end of such year and (ii) such other specific information relating to such original issue discount
as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.



     For so long as Stock Purchase Contracts are included within the Trust Property, within five
Business Days after the receipt of notice of the Depositor’s exercise of its right to defer
Contract



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Payments, the Property Trustee or the Administrative Trustees shall transmit, in the
manner and to the extent provided in Section 12.8, notice of such exercise to the Holders of the
Normal ITS and the Stripped ITS, unless such exercise shall have been revoked.




     For so long as shares of Preferred Stock are included within the Trust Property, within five
Business Days after the receipt of notice of the Depositor’s determination not to pay dividends on
a dividend payment date, the Property Trustee shall transmit, in the manner and to the extent
provided in Section 12.8, notice of such decision to the Holders of the Normal ITS and Stripped
ITS, unless such notice shall have been revoked.



     The Property Trustee shall not be deemed to have knowledge of any Event of Default unless the
Property Trustee shall have received written notice or a Responsible Officer of the Property
Trustee charged with the administration of this Trust Agreement shall have obtained actual
knowledge of such Event of Default.



     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, (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 Holders of the Trust Preferred Securities are entitled to vote under
the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the
Depositor requesting the Depositor’s opinion as to the course of action to be taken;
provided, however, that if the Depositor fails to deliver such opinion, the Property
Trustee may take such action, or refrain from taking such action, as the Property Trustee
shall deem advisable and in the interests of the Holders, in which event the Property
Trustee shall have no liability except for its own bad faith, negligence or willful
misconduct;




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




     (d) any direction or act of an Administrative Trustee contemplated by this Trust
Agreement shall be sufficiently evidenced by a certificate executed by such Administrative
Trustee and setting forth such direction or act;




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



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     (f) the Property Trustee may consult with counsel of its own 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
Holders pursuant to this Trust Agreement, unless such Holders shall have offered to the
Property Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such request or
direction; provided that nothing contained in this Section 8.3(g) shall be taken to relieve
the Property Trustee, upon the occurrence of an Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement;




     (h) the Property Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, debenture, note or other evidence of
indebtedness or other paper or document, unless requested in writing to do so by one or
more Holders, but the Property Trustee may make such further inquiry or investigation
into such facts or matters as it may see fit at the expense of the Depositor and shall
incur no liability of any kind by reason of such inquiry or investigation;




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




     (j) whenever in the administration of this Trust Agreement the Property Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy or right or
taking any other action hereunder, the Property Trustee (i) may request instructions from
the Holders (which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the Property
Trustee under the terms of the Trust Securities in respect of such remedy, right or
action), (ii) may refrain from enforcing such remedy or right or taking such other action
until such instructions are received, and (iii) shall be protected in acting in accordance
with such 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 any Issuer Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts, or to
exercise any such right, power, duty or obligation. No permissive power or authority
available to any Issuer Trustee shall be construed to be a duty.



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     Section 8.4 Not Responsible for Recitals or Issuance of Securities.



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



     Section 8.5 May Hold Securities.



     Any Issuer Trustee or any other agent of any Issuer Trustee or the Issuer Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject
to Sections 8.8 and 8.13, may otherwise deal with the Issuer Trust with the same rights it would
have if it were not Issuer Trustee or such other agent.



     Section 8.6 Compensation; Indemnity; Fees.



     The Depositor agrees:



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



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



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



     The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and
the removal or resignation of any Issuer Trustee. No Issuer Trustee may claim any Lien on any
Trust Property as a result of any amount due pursuant to this Section 8.6.



     Notwithstanding any provision of law or equity, the Depositor and any Issuer Trustee may
engage in or possess an interest in other business ventures of any nature or description,
independently or with others, similar or dissimilar to the business of the Issuer Trust, and the
Issuer Trust and the Holders of Trust Securities shall have no rights by virtue of this Trust
Agreement in



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and to such independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the Issuer Trust, shall not
be deemed wrongful or improper. Notwithstanding any provision of law or equity, neither the
Depositor nor any Issuer Trustee shall be obligated to present any particular investment or other
opportunity to the Issuer Trust even if such opportunity is of a character that, if presented to
the Issuer Trust, could be taken by the Issuer Trust, and the Depositor and any Issuer 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. Notwithstanding any
provision of law or equity, any Issuer Trustee may engage or be interested in any financial or
other transaction with the Depositor or any Affiliate of the Depositor, or may act as depository
for, trustee or agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.




     Section 8.7 Corporate Property Trustee Required; Eligibility of Issuer Trustees and
Administrative Trustees.



     (a) There shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a Person that is a national or state chartered bank and
eligible pursuant to the Trust Indenture Act to act as such and that has a combined capital and
surplus of at least $50,000,000. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining authority, then
for the purposes of this Section 8.7 and to the extent permitted by the Trust Indenture Act, 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, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII. At the time of appointment, the Property Trustee must
have securities rated in one of the three highest rating categories by a nationally recognized
statistical rating organization.



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



     (c) There shall at all times be a Delaware Trustee. 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 and that shall act through one or more persons
authorized to bind such entity.



     Section 8.8 Conflicting Interests.



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



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



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     Section 8.9 Co-Trustees and Separate Trustee.



     Unless and until a Note 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 Holder of
Common Securities and the Administrative Trustees shall have the power to appoint one or more
Persons 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 a Note Event of
Default shall have occurred and be continuing, the Property Trustee shall have the sole power to so
appoint such a co-trustee or separate trustee, and upon the written request of the Property
Trustee, the Depositor, and the Administrative Trustees shall for such purpose join with the
Property Trustee in the execution, delivery, and performance of all instruments and agreements
necessary or proper to appoint, such co-trustee or separate trustee. Any co-trustee or separate
trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21
years of age and a resident of the United States, or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons authorized to bind such
entity.



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



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



     (a) The Trust Securities shall be executed by one or more Administrative Trustees, and the
Trust Securities shall be delivered by the Property Trustee or an Administrative Trustee on behalf
of the Property Trustee, and all rights, powers, duties, and obligations hereunder in respect of
the custody of securities, cash and other personal property held by, or required to be deposited or
pledged with, the Property Trustee specified hereunder shall be exercised solely by the Property
Trustee 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 Note 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



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resignation or removal. A successor to any co-trustee or separate trustee so
resigning or removed may be appointed in the manner provided in this Section 8.9.



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.




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



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



     Section 8.10 Resignation and Removal; Appointment of Successor.



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



     Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time by
giving written notice thereof to the Holders and by appointing a successor Relevant Trustee. The
Relevant Trustee shall appoint a successor by requesting from at least three Persons
meeting the eligibility requirements its expenses and charges to serve as the Relevant Trustee
on a form provided by the Administrative Trustees, and selecting the Person who agrees to the
lowest expenses and charges. If the instrument of acceptance by the successor Issuer Trustee
required by Section 8.11 shall not have been delivered to the Relevant Trustee within 60 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the
Depositor, in the case of the Property Trustee, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.



     The Administrative Trustees, or any of them, may be removed at any time by Act of the Holders
of Common Securities delivered to the Relevant Trustee.



     The Property Trustee or the Delaware Trustee, or both of them, may be removed by Act of the
Holders of at least a Majority in Liquidation Amount of the Trust Preferred Securities, delivered
to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on
behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default
described in subparagraph (d) of the definition thereof with respect to the Relevant Trustee), or
(ii) at any time if a Note Event of Default shall have occurred and be continuing. Unless and
until a Note Event of Default shall have occurred and be continuing, the Property Trustee or the
Delaware Trustee, or both of them, may be removed at any time by Act of the Holders of the Common
Securities.



     If a resigning Property Trustee or Delaware Trustee shall fail to appoint a successor, or if
the Property Trustee or the Delaware Trustee shall be removed or become incapable of acting as
Issuer Trustee, or if a vacancy shall occur in the office of the Property Trustee or the Delaware
Trustee for any cause, the Holders of the Common Securities by Act of such Holders delivered to the
Relevant Trustee or, if a Note Event of Default shall have occurred and be continuing, the Holders
of the Trust Preferred Securities, by Act of the Holders of not less than 25% in aggregate
Liquidation Amount of the Trust Preferred Securities then Outstanding delivered to such Relevant
Trustee, may appoint a successor Relevant Trustee or Trustees, and such successor Issuer Trustee
shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee



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shall have been so appointed by the Holders of the Common Securities or Trust Preferred Securities,
as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on
behalf of such Holder and all others similarly situated, or any other Issuer Trustee, may petition
any court of competent jurisdiction for the appointment of a successor Relevant Trustee.




     The Property Trustee shall give notice of each resignation and each removal of an Issuer
Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in
Section 12.8 and shall give notice to the Depositor and to the Administrative Trustees. 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, if any Delaware
Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common
Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by the Property Trustee following the procedures regarding expenses and
charges set forth above (with the successor being a Person who satisfies the eligibility
requirement for the Delaware Trustee 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 (if requested by the Depositor) and each successor Relevant Trustee with respect to the
Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant
Trustee shall accept such appointment and which (a) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee
all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Issuer Trust, and (b) shall add to or change any of the provisions of this
Trust Agreement as shall be necessary to provide for or facilitate the administration of the Issuer
Trust by more than one Relevant Trustee, it being understood that nothing herein or in such
amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery
of such 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, other than the filing of an amendment to the Certificate of Trust
to the extent required under the Delaware Statutory Trust Act; but, on request of the Issuer Trust
or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held
by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Issuer
Trust.



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



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



     Section 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,



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succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided that such Person shall be otherwise qualified and
eligible under this Article VIII, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, other than the filing of an amendment to the Certificate
of Trust to the extent required under the Delaware Statutory Trust Act.




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



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



     Section 8.14 Property Trustee May File Proofs of Claim.



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




     (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 8.15 Reports by Property Trustee.



     (a) Within 60 days after May 15 of each year commencing with May 15, 2006, the Property
Trustee shall transmit to all Holders in accordance with Section 12.8, and to the Depositor, a
brief report dated as of the immediately preceding May 15 with respect to:



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




     (ii) a statement that the Property Trustee has complied with all of its
obligations under this Trust Agreement during the twelve-month period (or, in the case of
the initial report, the period since the Closing Date) ending with such May 15 or, if the
Property Trustee has not complied in any material respect with such obligations, a
description of such noncompliance; and




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



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



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



     Section 8.16 Reports to the Property Trustee.



     Each of the Depositor and the Administrative Trustees 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. The
Depositor and the Administrative Trustees shall annually file with the Property Trustee a
certificate specifying whether such Person is in compliance with all of the terms and covenants (if
any) applicable to such Person hereunder.



     Section 8.17 Evidence of Compliance with Conditions Precedent.



     Each of the Depositor and the Administrative Trustees 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 8.18 Number of Issuer Trustees.



     (a) The number of Issuer Trustees shall be five, unless the Property Trustee also acts as the
Delaware Trustee, in which case the number of Issuer Trustees may be four.



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



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



     Section 8.19 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) or making any governmental filing.



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



ARTICLE IX




Dissolution, Liquidation and Merger



     Section 9.1 Perpetual Existence.



     The Issuer Trust shall have perpetual existence and shall be dissolved only in accordance with
this Article IX.



     Section 9.2 Early Dissolution.



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




     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor, unless the Common Securities shall be transferred as
provided by Section 5.10, in which case this provision shall refer instead to any such
successor Holder of the Common Securities;




     (b) the redemption of all of the Trust Preferred Securities in accordance with the
provisions of this Trust Agreement; and




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



     If an Early Dissolution Event occurs, Section 9.4 shall apply.



     Section 9.3 Dissolution.



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



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Administrative Trustees, including the performance of any tax reporting obligations with respect to
the Issuer Trust or the Holders.




     Section 9.4 Liquidation.



     (a) If an Early Dissolution Event specified in clause (a) of Section 9.2 occurs, the Issuer
Trust shall be liquidated by the Property Trustee and the Administrative Trustees as expeditiously
as the Property Trustee and the Administrative Trustees determine to be possible by distributing,
after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law,
to each Holder of Trust Preferred Securities of each Class a Like Amount of Corresponding Assets as
of the date of such distribution, subject to Section 9.4(d). If an Early Dissolution Event
specified in clause (c) of Section 9.2 occurs, because such Early Dissolution Event is also an
Early Settlement Event, unless otherwise required by applicable law the Issuer
Trust will not be liquidated until after the Stock Purchase Date but, commencing promptly
after the Stock Purchase Date, the Issuer Trust shall be liquidated by the Property Trustee and the
Administrative Trustees as expeditiously as the Property Trustee and the Administrative Trustees
determine to be possible by distributing, after satisfaction of liabilities to creditors of the
Issuer Trust as provided by applicable law, to each Holder of Trust Preferred Securities of each
Class a Like Amount of Corresponding Assets as of the date of such distribution, subject to Section
9.4(d). Notice of liquidation shall be given by the Property Trustee or the Administrative
Trustees by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the Liquidation Date to each Holder of Trust Preferred Securities of each Class at such Holder’s
address appearing in the Securities Register. All such notices of liquidation shall:




     (i) state the CUSIP Number of the Trust Securities of each Class;




     (ii) state the Liquidation Date;




     (iii) state that from and after the Liquidation Date, the Trust Securities
of such Class 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
Corresponding Assets as of the date of such distribution, or if Section 9.4(d) applies, a
right to receive a Liquidation Distribution; and




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



     (b) Except where Section 9.2(b) or 9.4(d) applies, in order to effect the liquidation of the
Issuer Trust and distribution of the Corresponding Assets to Holders, the Property Trustee, either
itself acting as exchange agent or through the appointment of a separate exchange agent, shall
establish a record date for such distribution (which shall be not more than 30 days prior to the
Liquidation Date) and, establish such procedures as it shall deem appropriate to effect the
distribution of Corresponding Assets in exchange for the Outstanding Trust Securities Certificates
of the related Classes.



     (c) Except where Section 9.2(b) or 9.4(d) applies, after the Liquidation Date, (i) the Trust
Securities will no longer be deemed to be Outstanding, (ii) if the Corresponding Assets for a Class
of Trust Preferred Securities are Notes or shares of Preferred Stock, certificates representing a
Like Amount of Notes or Preferred Stock (or fractional interests in or depositary shares for



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Preferred Stock) will be issued to Holders of Trust Securities Certificates of the relevant
Classes, upon surrender of such certificates to the exchange agent for exchange, and where Pledged
Treasury Securities are Corresponding Assets, Pledged Treasury Securities will be delivered by
Book-Entry Transfer to Holders upon surrender of such certificates, (iii) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like Amount of
Corresponding Assets of the applicable Class until such certificates are so surrendered (and until
such certificates are so surrendered, no payments of interest, principal, dividends, redemption
price or otherwise will be made to Holders of Trust Securities Certificates with respect to such
Corresponding Assets) and (iv) all rights of Holders holding Trust Securities will cease, except
the right of such Holders to receive Corresponding Assets upon surrender of Trust Securities
Certificates.




     (d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order
for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the
Corresponding Assets in the manner provided herein is determined by the Property Trustee and the
Administrative Trustees not to be practical, or if an Early Dissolution Event specified in clause
(b) of Section 9.2 occurs, the Trust Property shall be liquidated, and the Issuer Trust’s affairs
wound-up, by the Property Trustee and the Administrative Trustees in such manner as the Property
Trustee and the Administrative Trustees determine. In such event, upon the winding-up of the
Issuer Trust except with respect to an Early Dissolution Event specified in clause (b) of Section
9.2, Holders will be entitled to receive out of the assets of the Issuer Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as
provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount being the
“Liquidation Distribution”). If, upon any such winding-up, the Liquidation Distribution can be
paid only in part because the Issuer Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts
payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis (based upon
Liquidation Amounts), except that the right of Holders of the Common Securities to receive
Liquidation Distributions will be subordinated to the right of Holders of Trust Preferred
Securities to receive Liquidation Distributions as provided in Section 4.3(c).



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



     The Issuer Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety to any corporation
or other body, except pursuant to Section 9.4 or this Section 9.5. At the request of the Holders
of the Common Securities, with the consent of the Administrative Trustees, but without the consent
of the Holders of the Trust Preferred Securities of any Class, the Property Trustee or the Delaware
Trustee, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any state; provided that (i) such successor entity either (a)
expressly assumes all of the obligations of the Issuer Trust with respect to the Trust Preferred
Securities, or (b) substitutes for the Trust Preferred Securities other securities having
substantially the same terms as the Trust Preferred Securities (the “Successor Securities”) so long
as the Successor Securities have the same priority as the Trust Preferred Securities with respect
to distributions and payments upon liquidation, redemption and otherwise, (ii) the Successor
Securities are listed, or any Successor Securities will be listed upon notification of issuance, on
any national securities exchange or other organization on which the Trust Preferred Securities are
listed, (iii) a trustee of such successor entity possessing the same powers and duties as the
Property Trustee is appointed to



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hold the Trust Property, (iv) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the Trust Preferred
Securities of any Class (including any Successor Securities) to be downgraded by any nationally
recognized statistical rating organization, (v) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights, preferences and
privileges of the holders of the Trust Preferred Securities of any Class (including any Successor
Securities) in any material respect, (vi) such successor entity has a purpose substantially
identical to that of the Issuer Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Property Trustee 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 Preferred Securities of any Class (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, neither the Issuer Trust nor such successor entity will be required to register as an
“investment company” under the Investment Company Act, (viii) the Issuer Trust has received an
Opinion of Counsel experienced in such matters that such merger, consolidation, amalgamation,
conveyance, transfer or lease will not cause the Issuer Trust or the successor entity to be
classified as an association or a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes and (ix) the Depositor or its permitted transferee owns all of the
Common Securities of such successor entity and the Depositor guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided by the Guarantee
Agreement. The Issuer Trust may with the consent of Holders of all of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it even if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would otherwise not
be permitted under (viii) of the preceding sentence.




ARTICLE X




Qualifying Treasury Securities 



     Section 10.1 Qualifying Treasury Securities.



     (a) The Administrative Trustees or any one of them shall, for each January 15, April 15, July
15 and October 15, commencing on July 15, 2006 and ending on the Stock Purchase Date or the earlier
termination of the Stock Purchase Contracts, or if any such day is not a Business Day, the
immediately succeeding Business Day (each, a “Reference Date”) identify:




     (i) the 13-week treasury bill that matures at least one and not more than
six Business Days prior to that Reference Date, or




     (ii) if no 13-week treasury bill that matures at least one and not more than
six Business Days prior to that Reference Date is or is scheduled to be outstanding on the
immediately preceding Reference Date, the 26-week treasury bill that matures at least one
and not more than six Business Days prior to that Reference Date, or




     (iii) if neither of such treasury bills is or is scheduled to be outstanding
on the immediately preceding Reference Date, any other treasury security (which may be a
zero coupon treasury security) that is outstanding on the immediately preceding Reference
Date, is highly liquid and matures at least one Business Day prior to such Reference Date;



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provided that any treasury security identified pursuant to this clause (iii) shall be
selected in a manner intended to minimize the cash value of the security selected.



     (b) The Administrative Trustees or any one of them shall use commercially reasonable efforts
to identify the security meeting the foregoing criteria for each Reference Date promptly after the
Department of the Treasury makes the schedule for upcoming auctions of treasury securities publicly
available and shall, to the extent that a security previously identified with respect to any
Reference Date is no longer expected to be outstanding on the immediately preceding Reference Date,
identify another security meeting the foregoing criteria for such Reference Date. The security
most recently identified by the Administrative Trustees or any one of them with respect to any
Reference Date shall be the “Qualifying Treasury Security” with respect to the period from and
including its date of issuance (or if later, the date of maturity of the
Qualifying Treasury Security with respect to the immediately preceding Reference Date) to but
excluding its date of maturity, and the Administrative Trustees’ identification of a security as a
Qualifying Treasury Security for such period shall be final and binding for all purposes absent
manifest error. The Administrative Trustees or any one of them shall give (or cause to be given)
prompt written notice to the Company, the Collateral Agent, the Custodial Agent and the Property
Trustee of each determination made pursuant to this Section 10.1.



ARTICLE XI




Other ITS Related Provisions



     Section 11.1 Tax Treatment.



     Each Holder of Trust Preferred Securities agrees, by acceptance of Trust Preferred Securities,
and each Owner agrees, by acceptance of a beneficial interest in Trust Preferred Securities, to
treat for all U.S. federal income tax purposes (i) the Trust as one or more grantor trusts and/or
agency arrangements, (ii) itself as the owner of the Corresponding Assets for the related Class of
Trust Preferred Securities, (iii) in the case of Normal ITS the fair market value of the $1,000
principal amount of Notes corresponding to one Normal ITS as $1,000 and the fair market value of
1/100th fractional interest in a Stock Purchase Contract corresponding to one Normal ITS
as $0 at the time of initial purchase, (iv) the Notes as indebtedness of the Depositor, and (v) the
stated interest on the Notes as ordinary interest income that is includible in the Holder’s or
Owner’s gross income at the time the interest is paid or accrued in accordance with the Holder’s or
Owner’s regular method of tax accounting, and otherwise to treat the Notes as described in the
Prospectus.



ARTICLE XII




Miscellaneous Provisions



     Section 12.1 Limitation of Rights of Holders.



     Except as set forth in Section 9.2, the death, dissolution, bankruptcy or incapacity of any
Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to
terminate this Trust Agreement nor dissolve, terminate or annul the Issuer Trust, nor entitle the
legal representatives or heirs of such person or any Holder for such Person, to claim an
accounting, take any action or bring any proceeding in any court for a partition or winding up of
the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them.



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     Section 12.2 Amendment.



     (a) This Trust Agreement may be amended from time to time by the Administrative Trustees and
the Holders of all of the Common Securities, without the consent of any Holder of the Trust
Preferred Securities, the Property Trustee or the Delaware Trustee (i) to cure any ambiguity,
correct or supplement any provision herein that may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or questions arising under this
Trust Agreement, which shall not be inconsistent with the other provisions of this Trust Agreement,
(ii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall
be necessary to ensure that the Issuer Trust will not be taxable as a corporation or classified as
a partnership for U.S. federal income tax purposes at all times that any Trust
Securities are outstanding, to ensure that the Issuer Trust will not be required to register
as an “investment company” under the Investment Company Act or to ensure the treatment of the Trust
Preferred Securities as Tier 1 regulatory capital under the prevailing Federal Reserve Board rules
and regulations, (iii) to provide that Trust Preferred Securities Certificates may be executed by
an Administrative Trustee by facsimile signature instead of manual signature, in which case such
amendment(s) shall also provide for the appointment by the Depositor of an authentication agent,
the fees and expenses of which will be paid by the Depositor, a form of authentication certificate,
and provisions to the effect that Trust Preferred Securities Certificates that have been executed
by an Administrative Trustee by facsimile signature shall not be entitled to any benefit under the
Trust Agreement or be valid or obligatory for any purpose unless the certificate of authentication
thereon has been executed by the authentication agent by manual signature, or (iv) to conform the
terms of this Trust Agreement to the description of this Trust Agreement and the Trust Securities
in the Prospectus; provided, however, that in the case of either clause (i) or (ii), such action
shall not adversely affect in any material respect the interests of any Holder, the Property
Trustee or the Delaware Trustee; provided, further, that in the case of clause (iv), the Depositor
shall deliver to the Property Trustee an Officers’ Certificate and an Opinion of Counsel (who may
be counsel to the Depositor or the Issuer Trust), in each case confirming that such amendment has
the effect of conforming the terms of this Trust Agreement to the descriptions of this Trust
Agreement and the Trust Securities in the Prospectus. Any such amendment shall become effective
when notice is given to the Property Trustee and the Holders of the Trust Preferred Securities.



     (b) Except as provided in Section 12.2(c), any provision of this Trust Agreement may be
amended by the Administrative Trustees and the Holders of all of the Common Securities and with (i)
the consent of Holders of at least a Majority in Liquidation Amount of the Outstanding Trust
Preferred Securities of each Affected Class, and (ii) receipt by the Issuer Trustees of an Opinion
of Counsel experienced in such matters to the effect that such amendment or the exercise of any
power granted to the Issuer Trustees or the Administrative Trustees in accordance with such
amendment will not affect the Issuer Trust’s status as a grantor trust or cause the Issuer Trust to
be classified as an association or a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment
company” under the Investment Company Act.



     (c) In addition to and notwithstanding any other provision in this Trust Agreement, without
the consent of each affected Holder, 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 Holder to institute suit for the enforcement of any such
payment on or after such date; and notwithstanding any other provision herein, without the
unanimous consent of the Holders, this Section 12.2(c) may not be amended.



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     (d) Notwithstanding any other provisions of this Trust Agreement, no Issuer Trustee shall
enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to
fail or cease to qualify for the exemption from status as an “investment company” under the
Investment Company Act or to be taxable as a corporation or to be classified as other than as one
or more grantor trusts and/or agency arrangements for U.S. federal income tax purposes. In
particular, no Issuer Trustee shall enter into or consent to any amendment to this Trust Agreement
that would cause the Issuer Trust to be classified as an association or a publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes.



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



     (f) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Property Trustee, this Trust Agreement may not be amended in a manner that imposes any
additional obligation on the Property Trustee or that adversely affects the Property Trustee.



     (g) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Delaware Trustee, this Trust Agreement may not be amended in a manner that imposes any
additional obligation on the Delaware Trustee or that adversely affects the Delaware Trustee.



     (h) Notwithstanding anything in this Trust Agreement to the contrary, without the consent of
the Securities Registrar and the Paying Agent, this Trust Agreement may not be amended in a manner
that imposes any additional obligation on the Securities Registrar or the Paying Agent or that
adversely affects the Securities Registrar or the Paying Agent.



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



     (j) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any
amendment to this Trust Agreement that affects its own rights, duties or immunities under this
Trust Agreement. The Property Trustee and the Delaware 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 12.3 Separability Clause.



     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 12.4 Governing Law.



     This Trust Agreement and the Trust Securities shall be governed by and construed in accordance
with the laws of the State of Delaware (without regard to conflicts of laws principles).



Trust Agreement





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     Section 12.5 Payments Due on Non-Business Day.



     If the date fixed for any payment on any Trust Security shall be a day that is not a Business
Day, then such payment need not be made on such date but may be made on the next succeeding day
that is a Business Day, with the same force and effect as though made on the date fixed for such
payment, and no Distributions shall accumulate on such unpaid amount for the period after such
date.



     Section 12.6 Successors and Assigns.



     All covenants and agreements in this Trust Agreement by each party hereto shall bind its
successors and assigns, whether so expressed or not. Except in connection with a consolidation,
merger or sale involving the Depositor that is permitted under Article VIII of the Base 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 12.7 Effect of Headings and Table of Contents.



     The Article and Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.



     Section 12.8 Reports, Notices and Demands.



     Any report, notice, demand or other communication that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon any Holder, the Depositor or
the Administrative Trustees may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case,
addressed, (a) in the case of a Holder of Trust Preferred Securities, to such Holder as such
Holder’s name and address may appear on the Securities Register and (b) in the case of the Holder
of the Common Securities or the Depositor, to U.S. Bancorp, 800 Nicollet Mall, Minneapolis,
Minnesota 55402, facsimile (612) 303-1338, Attention: Treasury Department, or to such other address
as may be specified in a written notice by the Depositor to the Property Trustee. Such notice,
demand or other communication to or upon a Holder shall be deemed to have been sufficiently given
or made, for all purposes, upon hand delivery, mailing or transmission. Such notice, demand or
other communication to or upon the Depositor or the Holder of the Common Securities shall be deemed
to have been sufficiently given or made only upon actual receipt of the writing by the Depositor or
the Holder of the Common Securities, as the case may be. Any notice, demand or other communication
that by any provision of this Trust Agreement is required or permitted to be given or served to or
upon the Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrative Trustees or
the Issuer Trust shall be given in writing addressed to such Person as follows: (a) with respect
to the Property Trustee, to Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-1600, Fax: 302-636-4140, Attention: Corporate Trust
Administration; (b) with respect to the Delaware Trustee, to Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Fax: 302-636-4140,
Attention: Corporate Trust Administration; (c) with respect to the Administrative Trustees, to
them at c/o U.S. Bancorp, 800 Nicollet Mall, Minneapolis, Minnesota 55402, facsimile (612)
303-1338; and (d) with respect to the Issuer Trust, to its principal office specified in Section
2.2, with a copy to the Property Trustee. Such notice, demand or other communication to or upon
the Issuer Trust, the Property Trustee or the Administrative Trustees shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the
Property Trustee or such Administrative Trustee.



Trust Agreement




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     Section 12.9 Agreement Not to Petition.



     Each of the Issuer Trustees and the Depositor agree for the benefit of the Holders that, until
at least one year and one day after the Issuer Trust has been dissolved in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Issuer Trust under any
bankruptcy, insolvency, reorganization or other similar law (including the United States Bankruptcy
Code) (collectively, “Bankruptcy Laws”) or otherwise join in the commencement of any proceeding
against the Issuer Trust under any Bankruptcy Law. If the Depositor takes action in violation of
this Section 12.9, the Property Trustee agrees, for the benefit of Holders, that at the expense of
the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor against the Issuer Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as counsel for the
Issuer Trustee or the Issuer Trust may assert.



     Section 12.10 Trust Indenture Act; Conflict with Trust Indenture Act.



     (a) If any provision hereof limits, qualifies or conflicts with a provision of the Trust
Indenture Act that is required under such Act to be a part of and govern this Trust Agreement, the
latter provision shall control. If any provision of this Trust Agreement modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the latter provision
shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may
be.



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



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



     Section 12.11 Acceptance of Terms of Trust Agreement, Guarantee Agreement and
Indenture.



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



* * * *




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



Trust Agreement




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     In Witness Whereof, the parties hereto have executed this Amended and Restated Trust
Agreement as of the day and year first above written.



	 	 	 	 	 
	 	U.S. BANCORP, as Depositor

 	 
	 	By:  	/s/  Kenneth D. Nelson
 	 
	 	 	Name:  	Kenneth D. Nelson 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WILMINGTON TRUST COMPANY, as 

     Property Trustee

 	 
	 	By:  	/s/  Patricia A. Evans
 	 
	 	 	Name:  	Patricia A. Evans 	 
	 	 	Title:  	Vice President 	 
	 
	 	WILMINGTON TRUST COMPANY, as 

     Delaware Trustee

 	 
	 	By:  	/s/  Patricia A. Evans
 	 
	 	 	Name:  	Patricia A. Evans 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	/s/   David M. Moffett
 	 
	 	 	David M. Moffett, 	 
	 	 	     as Administrative Trustee 	 
	 
	 	 	 
	 	/s/   Daryl N. Bible
 	 
	 	 	Daryl N. Bible, 	 
	 	 	     as Administrative Trustee 	 
	 
	 	 	 
	 	/s/    Lee R. Mitau
 	 
	 	 	Lee R. Mitau, 	 
	 	 	     as Administrative Trustee 	 
	 





 









 








EXHIBIT A




[ORIGINAL CERTIFICATE OF TRUST]




Trust Agreement




A-1









 








EXHIBIT B




[RESTATED CERTIFICATE OF TRUST]




Trust Agreement




B-1









 








EXHIBIT C




(FORM OF FACE OF CAPITAL ITS CERTIFICATE)





     {For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN
THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.}



			
	 	 	 
	No.                     
	 	Number of Capital ITS:                     
	 
	 	CUSIP No.                     






USB Capital IX



Capital ITS



     This Capital ITS Certificate certifies that {          } is the
registered Holder of the number of Capital ITS set forth above {for inclusion in Global
Certificates only - or such other number of Capital ITS reflected in the Schedule of Increases and
Decreases in the Global Certificate attached hereto}. Each Capital ITS represents a beneficial
interest in USB Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The Capital ITS
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 Capital ITS are set forth in, and
this certificate and the Capital ITS represented hereby are issued and shall in all respects be
subject to the terms and provisions of the Amended and Restated Trust Agreement of the Trust, dated
as of March 17, 2006, as the same may be amended and restated from time to time (the “Trust
Agreement”), including the designation of the terms of the Capital ITS as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and
Wilmington Trust Company, as Guarantee Trustee, dated as of March 17, 2006 (the “Guarantee
Agreement”). All capitalized terms used herein that are defined in the Trust Agreement have the
meaning set forth therein.



Trust Agreement




C-1









 








     Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders
of Capital ITS and Stripped ITS may exchange them for Normal ITS and Qualifying Treasury Securities
and Section 5.14(f) of the Trust Agreement provides for the procedures pursuant to which Holders of
Capital ITS may elect to dispose of Capital ITS in the event a Remarketing is Successful. The
forms of Recombination Notice and Request and Notice of Contingent Disposition Election required to
be delivered in connection therewith are printed on the reverse hereof.



     A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection
at the offices of the Property Trustee.



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



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Capital ITS Certificate.



	 	 	 	 	 
	 	USB CAPITAL IX, acting through one of its
      Administrative Trustees

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 


Date:




Trust Agreement




C-2









 








ABBREVIATIONS





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



	 	 	 	 	 	 	 	 	 

	TEN COM:	 	as tenants in common
	 
	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT:

	 	 	 	Custodian
	 	 	 	(cust)(minor) Under
	 

	 	 
	 	 	 	 	 	 
	 	 	Uniform Gifts to Minors Act of	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TENANT:	 	as tenants by the entireties
	 
	 	 	 	 	 	 	 	 
	JT TEN:	 	as joint tenants with right of survivorship and not as
tenants in common






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



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)




(Please print or type name and address including Postal Zip Code of Assignee)




the within Capital ITS Certificates and all rights thereunder, hereby irrevocably constituting
and appointing attorney                                         , to transfer said Capital ITS Certificates on the
books of U.S. Bancorp, with full power of substitution in the premises.



	 	 	 

	Dated:

	 	Signature
	 

	 	NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Capital ITS
Certificates in every particular, without alteration or enlargement
or any change whatsoever.






Trust Agreement




C-3









 








FORM OF RECOMBINATION NOTICE AND REQUEST




U.S. Bank National Association

     as Collateral Agent and Securities Registrar

100 Wall Street, 16th Floor

New York, New York 10005




     Re:      Stripped ITS and Capital ITS USB Capital IX



     The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and
Restated Trust Agreement, dated as of March 17, 2006, of USB Capital IX (the “Trust Agreement”),
among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several
Holders of the Trust Securities, and Section 6.03(a) of the Collateral Agreement that the Holder:




     (i) is transferring $                     Liquidation Amount of Stripped ITS and
Capital ITS in connection with an Exchange of such Stripped ITS and Capital ITS for a Like
Amount of Normal ITS and Qualifying Treasury Securities,




     (ii) hereby requests the Collateral Agent to release from the Pledge and
deliver to the Holder Pledged Treasury Securities in a principal amount equal to such
Liquidation Amount, and




     (iii) hereby requests the delivery to the Holder of such Normal ITS of a Like
Amount.



     All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Exchange.



	 	 	 

	Date:
	 	 
	 

	 	Signature Guarantee:
	 
	 	 
	Please print name and address of
Registered
 Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer
Identification Number, if any
	 
	 	 
	Address
	 	 






Trust Agreement




C-4









 








FORM OF NOTICE OF CONTINGENT DISPOSITION ELECTION




U.S. Bank National Association

     as Collateral Agent and Securities Registrar

100 Wall Street, 16th Floor

New York, New York 10005




     Re:     Normal ITS of USB Capital IX



     The undersigned Holder hereby notifies you pursuant to Section 5.14(f) of the Amended and
Restated Trust Agreement, dated as of March 17, 2006, of USB Capital IX (the “Trust Agreement”),
among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several
Holders of the Trust Securities, and Section 8.03 of the Collateral Agreement, that the Holder:




     (i) is transferring                      Capital ITS to the Securities Registrar, and




     (ii) hereby requests the payment to the Holder, if the upcoming Remarketing
is Successful, of an amount in cash for each such Capital ITS equal to the proceeds of the
sale of $1,000 principal amount of Notes, it being understood that if such Remarketing is
not Successful, this Notice shall be disregarded.



     All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Contingent Exchange Election.



	 	 	 

	Date:
	 	 
	 

	 	Signature Guarantee:
	 
	 	 
	Please print name and address of
Registered 
Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer
Identification Number, if any
	 
	 	 
	Address
	 	 






Trust Agreement




C-5









 








{TO BE ATTACHED TO GLOBAL CERTIFICATES}




SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE



The following increases or decreases in this Global Certificate have been made:



	 	 	 	 	 	 	 
	Amount of increase in	 	Amount of decrease in	 	Number of Capital ITS	 	 
	Number of Capital ITS	 	Number of Capital ITS	 	evidenced by this Global	 	Signature of authorized
	evidenced by this	 	evidenced by this Global	 	 Certificate following such	 	signatory of Securities
	Global Certificate	 	Certificate	 	decrease or increase	 	Registrar
	 	 	 	 	 	 	 





Trust Agreement




C-6









 








EXHIBIT D




(FORM OF TRUST COMMON SECURITIES CERTIFICATE)




     TO THE FULLEST EXTENT PERMITTED BY LAW, OTHER THAN A TRANSFER IN CONNECTION WITH A
CONSOLIDATION OR MERGER OF U.S. BANCORP INTO ANOTHER PERSON, OR ANY CONVEYANCE, TRANSFER OR LEASE
BY U.S. BANCORP OF ITS PROPERTIES AND ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANY PERSON PURSUANT TO
SECTION 8.1 OF THE JUNIOR SUBORDINATED INDENTURE, DATED AS OF APRIL 28, 2005, BETWEEN U.S. BANCORP
AND DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, AS AMENDED AND SUPPLEMENTED BY THE FIRST
SUPPLEMENTAL INDENTURE, DATED AS OF AUGUST 3, 2005, BETWEEN U.S. BANCORP AND DELAWARE TRUST
COMPANY, NATIONAL ASSOCIATION, AS FURTHER AMENDED AND SUPPLEMENTED BY THE SECOND SUPPLEMENTAL
INDENTURE, DATED AS OF DECEMBER 29, 2005, AMONG U.S. BANCORP, DELAWARE TRUST COMPANY, NATIONAL
ASSOCIATION AND WILMINGTON TRUST COMPANY, AS FURTHER AMENDED AND SUPPLEMENTED BY THE THIRD
SUPPLEMENTAL INDENTURE, DATED AS OF MARCH 17, 2006, BETWEEN U.S. BANCORP AND WILMINGTON TRUST
COMPANY, AS TRUSTEE, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME, ANY ATTEMPTED TRANSFER OF THE
COMMON TRUST SECURITIES EVIDENCED HEREBY OTHER THAN TO A DIRECT OR INDIRECT SUBSIDIARY OF U.S.
BANCORP SHALL BE VOID.



USB Capital IX



1,000  Trust Common Securities



     This Trust Common Securities Certificate certifies that {          }
is the registered Holder of 1,000 Common Trust Securities. Each Common Trust Security represents a
beneficial interest in USB Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The
designations, rights, privileges, restrictions, preferences and other terms and provisions of the
Common Trust Securities are set forth in, and this certificate and the Common Trust Securities
represented hereby are issued and shall in all respects be subject to the terms and provisions of
the Amended and Restated Trust Agreement of the Trust, dated as of March 17, 2006, as the same may
be amended and restated from time to time (the “Trust Agreement”), including the designation of the
terms of the Common Trust Securities as set forth therein. All capitalized terms used herein that
are defined in the Trust Agreement have the meaning set forth therein.



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Common Trust Securities Certificate.



	 	 	 	 	 
	 	USB CAPITAL IX, acting through one of its
 Administrative Trustees

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 


Date:




Trust Agreement




D-1









 








EXHIBIT E




(FORM OF FACE OF NORMAL ITS CERTIFICATE)





     {For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN
THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.}



			
	 	 	 
	No.                     
	 	Number of Normal ITS:                     
	 
	 	CUSIP No.                     






USB Capital IX



Normal ITS



     This Normal ITS Certificate certifies that {          } is the
registered Holder of the number of Normal ITS set forth above {for inclusion in Global Certificates
only - or such other number of Normal ITS reflected in the Schedule of Increases and Decreases in
the Global Certificate attached hereto}. Each Normal ITS represents a beneficial interest in USB
Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The Normal ITS 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 Normal ITS are set forth in, and this certificate
and the Normal ITS represented hereby are issued and shall in all respects be subject to the terms
and provisions of the Amended and Restated Trust Agreement of the Trust, dated as of March 17,
2006, as the same may be amended and restated from time to time (the “Trust Agreement”), including
the designation of the terms of the Normal ITS as set forth therein. The Holder is entitled to the
benefits of the Guarantee Agreement entered into by the Depositor and Wilmington Trust Company, as
Guarantee Trustee, dated as of March 17, 2006 (the “Guarantee Agreement”). All capitalized terms
used herein that are defined in the Trust Agreement have the meaning set forth therein.



     Section 5.13(b) of the Trust Agreement provides for the procedures pursuant to which Holders
of Normal ITS may exchange Normal ITS and Qualifying Treasury Securities for Stripped ITS and
Capital ITS and Section 5.14(d) of the Trust Agreement provides for the procedures pursuant to
which Holders of Normal ITS may elect to exchange Normal ITS and Qualifying Treasury Securities for
Stripped ITS and Capital ITS in the event a Remarketing is Successful. The forms of Stripping
Notice and Request and



Trust Agreement




E-1









 







Notice of Contingent Exchange Election required to be delivered in connection therewith are
printed on the reverse hereof.




     A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection
at the offices of the Property Trustee.



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



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Normal ITS Certificate.



	 	 	 	 	 
	 	USB CAPITAL IX, acting through one of its
      Administrative Trustees

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 


Date:




Trust Agreement




E-2









 








ABBREVIATIONS





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



	 	 	 	 	 	 	 	 	 

	TEN COM:	 	as tenants in common
	 
	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT:

	 	 	 	Custodian
	 	 	 	(cust)(minor) Under
	 

	 	 
	 	 	 	 	 	 
	 	 	Uniform Gifts to Minors Act of	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TENANT:	 	as tenants by the entireties
	 
	 	 	 	 	 	 	 	 
	JT TEN:	 	as joint tenants with right of survivorship and not as
tenants in common






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



     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



(Please insert Social Security or Taxpayer I.D.

or other Identifying Number of Assignee)



(Please print or type name and address including Postal Zip Code of Assignee)




the within Normal ITS Certificates and all rights thereunder, hereby irrevocably constituting
and appointing attorney                                         , to transfer said Normal ITS Certificates on the
books of U.S. Bancorp, with full power of substitution in the premises.



	 	 	 

	Dated:

	 	Signature
	 

	 	NOTICE: The signature to this assignment must
correspond with the name as it appears upon the
face of the within Normal ITS Certificates in every particular,
without alteration or enlargement or any change whatsoever.






Signature Guarantee:




Trust Agreement




E-3









 








FORM OF STRIPPING NOTICE AND REQUEST




U.S. Bank National Association,

     as Collateral Agent and Securities Registrar

100 Wall Street, 16th Floor

New York, New York 10005




     Re:     Normal ITS of USB Capital IX



     The undersigned Holder hereby notifies you pursuant to Section 5.13(b) of the Amended and
Restated Trust Agreement, dated as of March 17, 2006, of USB Capital IX (the “Trust Agreement”),
among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several
Holders of the Trust Securities, and Section 6.02 of the Collateral Agreement, that the Holder:




     (i) is depositing the appropriate Qualifying Treasury Securities with U.S.
Bank National Association, as Collateral Agent, for deposit in the Collateral Account,




     (ii) is transferring the related Normal ITS to the Securities Registrar in
connection with an Exchange of such Normal ITS and Qualifying Treasury Securities for a Like
Amount of Stripped ITS and Capital ITS, and




     (iii) hereby requests the delivery to the Holder of such Stripped ITS and
Capital ITS.



     All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Exchange.



	 	 	 

	Date:
	 	 
	 

	 	Signature Guarantee:
	 
	 	 
	Please print name and address of
Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer
Identification Number, if any
	 
	 	 
	Address
	 	 






Trust Agreement




E-4









 








FORM OF NOTICE OF CONTINGENT EXCHANGE ELECTION




U.S. Bank National Association,

     as Collateral Agent and Securities Registrar

100 Wall Street, 16th Floor

New York, New York 10005




     Re:      Normal ITS of USB Capital IX



     The undersigned Holder hereby notifies you pursuant to Section 5.14(d) of the Amended and
Restated Trust Agreement, dated as of March 17, 2006, of USB Capital IX (the “Trust Agreement”),
among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several
Holders of the Trust Securities, and Section 8.02 of the Collateral Agreement, that the Holder:




     (i) is depositing the appropriate Qualifying Treasury Securities with U.S.
Bank National Association, as Collateral Agent, for deposit in the Collateral Account,




     (ii) is transferring the related Normal ITS to the Securities Registrar in
connection with a Contingent Exchange Election of such Normal ITS and Qualifying Treasury
Securities for a Like Amount of Stripped ITS and Capital ITS, and




     (iii) hereby requests the delivery to the Holder of such Stripped ITS and
Capital ITS if the upcoming Remarketing is Successful, it being understood that if such
Remarketing is not Successful, this Notice shall be disregarded and the Collateral Agent
shall return such Qualifying Treasury Securities to the Holder promptly after the
Remarketing.



     All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Contingent Exchange Election.



	 	 	 

	Date:
	 	 
	 

	 	Signature Guarantee:
	 
	 	 
	Please print name and address of
Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer
Identification Number, if any
	 
	 	 
	Address
	 	 






Trust Agreement




E-5









 








{TO BE ATTACHED TO GLOBAL CERTIFICATES}




SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE



The following increases or decreases in this Global Certificate have been made:



	 	 	 	 	 	 	 
	Amount of increase in	 	Amount of decrease in	 	Number of Normal ITS	 	 
	Number of Normal ITS	 	Number of Normal ITS	 	evidenced by this Global	 	Signature of authorized
	evidenced by this	 	evidenced by this Global	 	 Certificate following such	 	signatory of Securities
	Global Certificate	 	Certificate	 	decrease or increase	 	Registrar
	 	 	 	 	 	 	 





Trust Agreement




E-6









 








EXHIBIT F




(FORM OF FACE OF STRIPPED ITS CERTIFICATE)




     {For inclusion in Global Certificates only — THIS CERTIFICATE IS A GLOBAL CERTIFICATE WITHIN
THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR ITS NOMINEE. THIS CERTIFICATE IS EXCHANGEABLE FOR
CERTIFICATES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS CERTIFICATE
(OTHER THAN A TRANSFER OF THIS CERTIFICATE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.}



	 	 	 
	No.                     
	 	Number of Stripped ITS:                     
	 
	 	CUSIP No.                     






USB Capital IX



Stripped ITS



     This Stripped ITS Certificate certifies that {          } is the
registered Holder of the number of Stripped ITS set forth above {for inclusion in Global
Certificates only - or such other number of Stripped ITS reflected in the Schedule of Increases and
Decreases in the Global Certificate attached hereto}. Each Stripped ITS represents a beneficial
interest in USB Capital IX (the “Trust”), having a Liquidation Amount of $1,000. The Stripped ITS
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 Stripped ITS are set forth in, and
this certificate and the Stripped ITS represented hereby are issued and shall in all respects be
subject to the terms and provisions of the Amended and Restated Trust Agreement of the Trust, dated
as of March 17 2006, as the same may be amended and restated from time to time (the “Trust
Agreement”), including the designation of the terms of the Stripped ITS as set forth therein. The
Holder is entitled to the benefits of the Guarantee Agreement entered into by the Depositor and
Wilmington Trust Company, as Guarantee Trustee, dated as of March 17, 2006 (the “Guarantee
Agreement”). All capitalized terms used herein that are defined in the Trust Agreement have the
meaning set forth therein.



     Section 5.13(d) of the Trust Agreement provides for the procedures pursuant to which Holders
of Capital ITS and Stripped ITS may exchange them for Normal ITS and Qualifying Treasury
Securities.



Trust Agreement














 







The form of Recombination Notice required to be delivered in connection therewith is printed
on the reverse hereof.




     A copy of each of the Trust Agreement and the Guarantee Agreement is available for inspection
at the offices of the Property Trustee.



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



     IN WITNESS WHEREOF, the Trust acting through one of its Administrative Trustees has executed
this Stripped ITS Certificate.



	 	 	 	 	 
	 	USB CAPITAL IX, acting through one of its
      Administrative Trustees

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 


Date:




Trust Agreement




F-2









 








ABBREVIATIONS





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



	 	 	 	 	 	 	 	 	 

	TEN COM:	 	as tenants in common
	 
	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT:

	 	 	 	Custodian
	 	 	 	(cust)(minor) Under
	 

	 	 
	 	 	 	 	 	 
	 	 	Uniform Gifts to Minors Act of	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TENANT:	 	as tenants by the entireties
	 
	 	 	 	 	 	 	 	 
	JT TEN:	 	as joint tenants with right of survivorship and not as
tenants in common






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



(Please insert Social Security or Taxpayer I.D.



or other Identifying Number of Assignee)



(Please print or type name and address including Postal Zip Code of Assignee)




the within Stripped ITS Certificates and all rights thereunder, hereby irrevocably constituting
and appointing attorney                                         , to transfer said Stripped ITS Certificates on the
books of U.S. Bancorp, with full power of substitution in the premises.



	 	 	 

	Dated:

	 	Signature
	 

	 	NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Stripped ITS
Certificates in every particular, without alteration or enlargement
or any change whatsoever.






Signature Guarantee:




Trust Agreement




F-3









 








FORM OF RECOMBINATION NOTICE AND REQUEST




U.S. Bank National Association,

     as Collateral Agent and Securities Registrar

100 Wall Street, 16th Floor

New York, New York 10005




     Re:      Stripped ITS and Capital ITS of USB Capital IX



     The undersigned Holder hereby notifies you pursuant to Section 5.13(d) of the Amended and
Restated Trust Agreement, dated as of March 17, 2006, of USB Capital IX (the “Trust Agreement”),
among U.S. Bancorp, as Depositor, Wilmington Trust Company, as Property Trustee, Wilmington Trust
Company, as Delaware Trustee, the Administrative Trustees (as named therein) and the several
Holders of the Trust Securities, and Section 6.03 of the Collateral Agreement, that the Holder:




     (i) is transferring $                     Liquidation Amount of Stripped ITS and
Capital ITS in connection with an Exchange of such Stripped ITS and Capital ITS for a Like
Amount of Normal ITS and Qualifying Treasury Securities,




     (ii) hereby requests the Collateral Agent to release from the Pledge and
deliver to the Holder Pledged Treasury Securities in a principal amount equal to such
Liquidation Amount, and




     (iii) hereby requests the delivery to the Holder of such Normal ITS of a Like
Amount.



     All capitalized terms used herein that are defined in the Trust Agreement have the meaning set
forth therein. The undersigned Holder has paid all applicable fees and expenses relating to such
Exchange.



	 	 	 

	Date:
	 	 
	 

	 	Signature Guarantee:
	 
	 	 
	Please print name and address of
Registered Holder:
	 	 
	 
	 	 
	Name

	 	Social Security or other Taxpayer
Identification Number, if any
	 
	 	 
	Address
	 	 






Trust Agreement




F-4









 








{TO BE ATTACHED TO GLOBAL CERTIFICATES}




SCHEDULE OF INCREASES AND DECREASES IN GLOBAL CERTIFICATE



The following increases or decreases in this Global Certificate have been made:



	 	 	 	 	 	 	 
	Amount of increase in	 	Amount of decrease in	 	Number of Stripped ITS	 	 
	Number of Stripped ITS	 	Number of Stripped ITS	 	evidenced by this Global	 	Signature of authorized
	evidenced by this	 	evidenced by this Global	 	 Certificate following such	 	signatory of Securities
	Global Certificate	 	Certificate	 	decrease or increase	 	Registrar
	 	 	 	 	 	 	 





Trust Agreement





F-5