Unassociated Document


    Exhibit
      4(f)

     

    
      

      

    

    AMENDED
      AND RESTATED

    TRUST
      AGREEMENT

     

    among

     

    THE
      BEAR
      STEARNS COMPANIES INC.,

    as
      Depositor,

     

    THE
      BANK
      OF NEW YORK,

    as
      Property Trustee,

     

    THE
      BANK
      OF NEW YORK (DELAWARE),

    as
      Delaware Trustee,

     

    THE
      ADMINISTRATIVE TRUSTEES NAMED HEREIN

     

    and

     

    THE
      SEVERAL HOLDERS

     

    Dated
      as
      of _________, ____

     

    BEAR
      STEARNS CAPITAL TRUST __

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CROSS-REFERENCE
      TABLE

    

      
        	
                Trust
                  Indenture Act
                  Section

              	
                Trust
                  Agreement Section

              
	 	 	 
	
                310

              	
                (a)
                  (1)

              	
                8.1

              
	 	
                (a)
                  (2)

              	
                8.1

              
	 	
                (a)
                  (3)

              	
                8.9

              
	 	
                (a)
                  (4)

              	
                Not
                  Applicable

              
	 	
                (b)

              	
                8.8

              
	
                311

              	
                (a)

              	
                8.13

              
	 	
                (b)

              	
                8.13

              
	
                312

              	
                (a)

              	
                5.7

              
	 	
                (b)

              	
                5.7

              
	 	
                (c)

              	
                5.7

              
	
                313

              	
                (a)

              	
                8.14
                  (a), 8.14 (b)

              
	 	
                (b)

              	
                Not
                  Applicable

              
	 	
                (c)

              	
                10.8

              
	 	
                (d)

              	
                8.14
                  (c)

              
	
                314

              	
                (a)

              	
                8.15

              
	 	
                (b)

              	
                Not
                  Applicable

              
	 	
                (c)
                  (1)

              	
                8.16

              
	 	
                (c)
                  (2)

              	
                8.16

              
	 	
                (c)
                  (3)

              	
                Not
                  Applicable

              
	 	
                (d)

              	
                Not
                  Applicable

              
	 	
                (e)

              	
                1.1,
                  8.16

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Trust
                  Indenture Act Section 

              	
                Trust
                  Agreement Section 

              
	 	 	 
	
                3.15

              	
                (a)

              	
                8.2

              
	 	
                (b)

              	
                8.2,
                  10.8

              
	 	
                (c)

              	
                8.2

              
	 	
                (d)

              	
                8.2

              
	 	
                (e)

              	
                Not
                  Applicable

              
	
                3.16

              	
                (a)

              	
                Not
                  Applicable

              
	 	
                (a)
                  (1) (A)

              	
                Not
                  Applicable

              
	 	
                (a)
                  (1) (B)

              	
                Not
                  Applicable

              
	 	
                (a)
                  (2)

              	
                Not
                  Applicable

              
	 	
                (b)

              	 
	 	
                (c)

              	
                6.7

              
	
                3.17

              	
                (a)
                  (1)

              	
                Not
                  Applicable

              
	 	
                (a)
                  (2)

              	
                Not
                  Applicable

              
	 	
                (b)

              	
                5.9

              
	
                3.18

              	
                (a)

              	
                10.10

              


      

    

     

    
      

    

    Note:
      This Cross-Reference Table shall not, for any purpose, be deemed to be a part
      of
      this Trust Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

    

      
        	 	 	 	 	
                Page

              
	 	 	 	 	 
	
                ARTICLE
                  I

                 

                DEFINED
                  TERMS

              
	 	 	 	 	 
	
                Section
                  1.1

              	 	
                Definitions

              	 	
                2

              
	 	 	 	 	 
	
                ARTICLE
                  II

                 

                CONTINUATION
                  OF THE TRUST

              
	 	 	 	 	 
	
                Section
                  2.1

              	 	
                Name

              	 	
                10

              
	
                Section
                  2.2

              	 	
                Office
                  of the Delaware Trustee; Principal Place of Business

              	 	
                10

              
	
                Section
                  2.3

              	 	
                Initial
                  Contribution of Trust Property; Organizational Expenses

              	 	
                10

              
	
                Section
                  2.4

              	 	
                Issuance
                  of the Preferred Securities

              	 	
                10

              
	
                Section
                  2.5

              	 	
                Issuance
                  of the Common Securities; Subscription and Purchase of
                  Debentures

              	 	
                11

              
	
                Section
                  2.6

              	 	
                Declaration
                  of Trust; Intention of Parties

              	 	
                11

              
	
                Section
                  2.7

              	 	
                Intended
                  Tax Treatment

              	 	
                11

              
	
                Section
                  2.8

              	 	
                Authorization
                  to Enter into Certain Transactions

              	 	
                12

              
	
                Section
                  2.9

              	 	
                Assets
                  of Trust

              	 	
                17

              
	
                Section
                  2.10

              	 	
                Title
                  to Trust Property

              	 	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  III

                 

                PAYMENT
                  ACCOUNT

              
	 	 	 	 	 
	
                Section
                  3.1

              	 	
                Payment
                  Account

              	 	
                17

              
	 	 	 	 	 
	
                ARTICLE
                  IV

                 

                DISTRIBUTIONS;
                  REDEMPTION

              
	 	 	 	 	 
	
                Section
                  4.1

              	 	
                Distributions

              	 	
                17

              
	
                Section
                  4.2

              	 	
                Redemption

              	 	
                18

              
	
                Section
                  4.3

              	 	
                Subordination
                  of Common Securities

              	 	
                20

              
	
                Section
                  4.4

              	 	
                Withholding
                  Tax

              	 	
                21

              
	
                Section
                  4.5

              	 	
                Payment
                  Procedures

              	 	
                21

              
	
                Section
                  4.6

              	 	
                Tax
                  Returns and Reports

              	 	
                22

              
	
                Section
                  4.7

              	 	
                Payment
                  of Taxes, Duties, Etc. of the Trust

              	 	
                22

              
	
                Section
                  4.8

              	 	
                Reduction
                  for Payments under Indenture or Pursuant to Direct Actions

              	 	
                22

              
	 


      

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  V

                 

                TRUST
                  SECURITIES CERTIFICATES

              
	 	 	 	 	 
	
                Section
                  5.1

              	 	
                Initial
                  Ownership

              	 	
                22

              
	
                Section
                  5.2

              	 	
                The
                  Trust Securities Certificates; Execution and Delivery
                  Thereof

              	 	
                23

              
	
                Section
                  5.3

              	 	
                Transfer
                  of Preferred Securities

              	 	
                23

              
	
                Section
                  5.4

              	 	
                Registration
                  of Transfer and Exchange of Preferred Securities
                  Certificates

              	 	
                23

              
	
                Section
                  5.5

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Trust Securities Certificates

              	 	
                24

              
	
                Section
                  5.6

              	 	
                Persons
                  Deemed Securityholders

              	 	
                25

              
	
                Section
                  5.7

              	 	
                Access
                  to List of Securityholders’ Names and Addresses

              	 	
                25

              
	
                Section
                  5.8

              	 	
                Maintenance
                  of Office or Agency for Transfers

              	 	
                25

              
	
                Section
                  5.9

              	 	
                Appointment
                  of Paying Agent

              	 	
                25

              
	
                Section
                  5.10

              	 	
                Ownership

                  of Common Securities by Depositor

              	 	
                26

              
	
                Section
                  5.11

              	 	
                Book-Entry
                  Interests

              	 	
                26

              
	
                Section
                  5.12

              	 	
                Notices
                  to Clearing Agency

              	 	
                28

              
	
                Section
                  5.13

              	 	
                Procedures
                  for Issuance of Definitive Preferred Securities
                  Certificates

              	 	
                28

              
	
                Section
                  5.14

              	 	
                Rights
                  of Securityholders

              	 	
                28

              
	
                Section
                  5.15

              	 	
                CUSIP
                  Numbers

              	 	
                30

              
	 	 	 	 	 
	
                ARTICLE
                  VI

                 

                ACTS
                  OF SECURITYHOLDERS; MEETINGS; VOTING

              
	 	 	 	 	 
	
                Section
                  6.1

              	 	
                Limitations
                  on Voting Rights

              	 	
                30

              
	
                Section
                  6.2

              	 	
                Notice
                  of Meetings

              	 	
                31

              
	
                Section
                  6.3

              	 	
                Meetings
                  of Preferred Securityholders

              	 	
                32

              
	
                Section
                  6.4

              	 	
                Voting
                  Rights

              	 	
                32

              
	
                Section
                  6.5

              	 	
                All
                  Votes Must Be Made by a United States Person

              	 	
                32

              
	
                Section
                  6.6

              	 	
                Proxies,
                  Etc

              	 	
                32

              
	
                Section
                  6.7

              	 	
                Securityholder
                  Action by Written Consent

              	 	
                33

              
	
                Section
                  6.8

              	 	
                Record
                  Date for Voting and Other Purposes

              	 	
                33

              
	
                Section
                  6.9

              	 	
                Acts
                  of Securityholders

              	 	
                33

              
	
                Section
                  6.10

              	 	
                Inspection
                  of Records

              	 	
                34

              
	 
	
                ARTICLE
                  VII

                 

                REPRESENTATIONS
                  AND WARRANTIES

              
	 	 	 	 	 
	
                Section
                  7.1

              	 	
                Representations
                  and Warranties of the Property Trustee and the Delaware
                  Trustee

              	 	
                34

              
	
                Section
                  7.2

              	 	
                Representations
                  and Warranties of Depositor

              	 	
                35

              
	 	 	 	 	 


      

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        	
                ARTICLE
                  VIII

                 

                THE
                  TRUSTEES

              
	 	 	 	 	 
	
                Section
                  8.1

              	 	
                Corporate
                  Property Trustee Required; Eligibility of Trustees

              	 	
                36

              
	
                Section
                  8.2

              	 	
                Certain
                  Duties and Responsibilities

              	 	
                36

              
	
                Section
                  8.3

              	 	
                Certain
                  Notices

              	 	
                38

              
	
                Section
                  8.4

              	 	
                Certain
                  Rights of Property Trustee

              	 	
                39

              
	
                Section
                  8.5

              	 	
                Not
                  Responsible for Recitals or Issuance of Securities

              	 	
                41

              
	
                Section
                  8.6

              	 	
                May
                  Hold Securities

              	 	
                41

              
	
                Section
                  8.7

              	 	
                Compensation;
                  Indemnity; Fees

              	 	
                41

              
	
                Section
                  8.8

              	 	
                Conflicting
                  Interests

              	 	
                42

              
	
                Section
                  8.9

              	 	
                Co-Trustees
                  and Separate Trustee

              	 	
                42

              
	
                Section
                  8.10

              	 	
                Resignation
                  and Removal; Appointment of Successor

              	 	
                44

              
	
                Section
                  8.11

              	 	
                Acceptance
                  of Appointment by Successor

              	 	
                45

              
	
                Section
                  8.12

              	 	
                Merger,
                  Conversion, Consolidation or Succession to Business

              	 	
                45

              
	
                Section
                  8.13

              	 	
                Property
                  Trustee May File Proofs of Claim

              	 	
                46

              
	
                Section
                  8.14

              	 	
                Reports
                  by Property Trustee

              	 	
                46

              
	
                Section
                  8.15

              	 	
                Reports
                  to the Property Trustee

              	 	
                47

              
	
                Section
                  8.16

              	 	
                Evidence
                  of Compliance with Conditions Precedent

              	 	
                47

              
	
                Section
                  8.17

              	 	
                Number
                  of Trustees

              	 	
                47

              
	
                Section
                  8.18

              	 	
                Delegation
                  of Power

              	 	
                47

              
	
                Section
                  8.19

              	 	
                Delaware
                  Trustee

              	 	
                48

              
	 	 	 	 	 
	
                ARTICLE
                  IX

                 

                DISSOLUTION,
                  LIQUIDATION AND MERGER

              
	 	 	 	 	 
	
                Section
                  9.1

              	 	
                Dissolution
                  Upon Expiration Date

              	 	
                48

              
	
                Section
                  9.2

              	 	
                Early
                  Dissolution

              	 	
                48

              
	
                Section
                  9.3

              	 	
                Dissolution

              	 	
                49

              
	
                Section
                  9.4

              	 	
                Liquidation

              	 	
                49

              
	
                Section
                  9.5

              	 	
                Mergers,
                  Consolidations, Conversions, Amalgamations or Replacements of the
                  Trust

              	 	
                50

              
	 	 	 	 	 
	
                ARTICLE
                  X

                 

                MISCELLANEOUS
                  PROVISIONS

              
	 	 	 	 	 
	
                Section
                  10.1

              	 	
                Limitation
                  of Rights of Securityholders to Terminate Trust

              	 	
                51

              
	
                Section
                  10.2

              	 	
                Amendment

              	 	
                51

              
	
                Section
                  10.3

              	 	
                Separability

              	 	
                52

              
	
                Section
                  10.4

              	 	
                Governing
                  Law

              	 	
                53

              
	
                Section
                  10.5

              	 	
                Payments
                  Due on Non-Business Day

              	 	
                53

              
	
                Section
                  10.6

              	 	
                Successors

              	 	
                53

              
	
                Section
                  10.7

              	 	
                Headings

              	 	
                53

              


      

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  10.8

              	 	
                Reports,
                  Notices and Demands

              	 	
                53

              
	
                Section
                  10.9

              	 	
                Agreement
                  Not to Petition

              	 	
                54

              
	
                Section
                  10.10

              	 	
                Trust
                  Indenture Act; Conflict with Trust Indenture Act

              	 	
                54

              
	
                Section
                  10.11

              	 	
                Acceptance
                  of Terms of Trust Agreement, Guarantee and Indenture

              	 	
                54

              
	
                Section
                  10.12

              	 	
                Counterparts

              	 	
                54

              


      

      
         

        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

    

     

    AMENDED
      AND RESTATED TRUST AGREEMENT, dated as of _____________, ____ among The Bear
      Stearns Companies Inc., a Delaware corporation (including any successors or
      assigns, the “Depositor”),
      (ii) The Bank of New York, a corporation organized under the laws of the
      United States, as property trustee (in such capacity, the “Property
      Trustee”
and,
      in
      its separate corporate capacity and not in its capacity as Property Trustee,
      the
“Bank”),
      (iii) The Bank of New York (Delaware), a Delaware banking corporation that
      maintains its principal place of business in Delaware, as Delaware trustee
      (the
“Delaware
      Trustee”),
      (iv) [               ],
      an individual,
      [               ],
      an individual, and
      [               ],
      an individual, each of whose address is c/o The Bear Stearns Companies Inc.,
      383
      Madison Ave, New York, New York 10179 (each, an “Administrative
      Trustee”
and
      all
      collectively, the “Administrative
      Trustees”),
      (the
      Property Trustee, the Delaware Trustee, and the Administrative Trustees referred
      to jointly as the “Trustees”),
      and
      (v) the several Holders, as hereinafter defined.

     

    WITNESSETH:

     

    WHEREAS,
      the Depositor and the original trustees and administrators of the Trust have
      heretofore duly declared and established a statutory trust pursuant to the
      Delaware Statutory Trust Act by entering into that certain trust agreement,
      dated as of November 4, 1998 (the “Original
      Trust Agreement”),
      and
      by the execution and filing with the Secretary of State of the State of Delaware
      of a Certificate of Trust, filed on November 4, 1998;

     

    WHEREAS,
      on October 31, 2006, (a) the Depositor (i) removed the original trustees and
      administrators of the Trust and (ii) appointed The Bank of New York as successor
      Property Trustee and The Bank of New York (Delaware) as successor Delaware
      Trustee of the Trust and (b) the Depositor, the Property Trustee and the
      Delaware Trustee continued the Trust pursuant to the Delaware Statutory Trust
      Act by entering into that certain amended and restated trust agreement, dated
      as
      of October 31, 2006 (as amended, the “Amended
      Original Trust Agreement”),
      and
      by the execution and filing with the Secretary of State of the State of Delaware
      of a Restated Certificate of Trust, executed on October 31, 2006 and filed
      on
      November 1, 2006, attached as Exhibit
      A
      (as
      restated, the “Certificate
      of Trust”);

     

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

     

    NOW
      THEREFORE, in consideration of the agreements and obligations set forth herein
      and for other good and valuable consideration, the sufficiency of which is
      hereby acknowledged, each party, for the benefit of the other parties and for
      the benefit of the Securityholders, hereby amends and restates the Amended
      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:

     

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

     

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

     

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

     

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

     

      “Act”
has
      the
      meaning specified in Section 6.9.

     

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

     

      “Additional
      Sums”
has
      the
      meaning specified in Section 4.08
      of the
      Indenture.

     

      “Additional
      Taxes” has the meaning specified in Section 1.01
      of the
      Indenture.

     

      “Administrative
      Trustees”
has
      the
      meaning specified in the preamble to this Agreement or any successors appointed
      in accordance with Section 8.10
      solely
      in such Person’s capacity as Administrative Trustee of the Trust and not in such
      Person’s individual capacity.

     

      “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.

     

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

     

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

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

      “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 all or substantially all 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 90 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 all or substantially all of its property, or the making by it of an
      assignment for the benefit of creditors, or the admission by it in writing
      of
      its inability to pay its debts generally as they become due and its willingness
      to be adjudicated a bankrupt, or the taking of corporate action by such Person
      in furtherance of any such action.

     

      “Bankruptcy
      Laws”
has
      the
      meaning specified in Section 10.9.

     

      “Book-Entry
      Preferred Securities Certificates”
has
      the
      meaning specified in Section 5.11.

     

      “Business
      Day”
means
      any day which is not a Saturday or Sunday and which in The City of New York
      is
      neither a legal holiday nor a day on which banking institutions are authorized
      or required by law, regulation or executive order to close or a day on which
      the
      Corporate Trust Office is closed for business.

     

      “Certificate
      Depository Agreement”
means
      a
      customary letter of representations among the Trust, the Property Trustee and
      DTC, as the initial Clearing Agency, dated on or around the Closing Date,
      relating to the Trust Securities Certificates, as the same may be amended and
      supplemented from time to time.

     

      “Clearing
      Agency”
means
      an organization registered as a “clearing agency” pursuant to Section 17A
      of the Exchange Act. 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
      ____________, ____, which is the date of execution and delivery of this Trust
      Agreement, or such other date as may be designated the Closing Date pursuant
      to
      the Underwriting Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

      “Corporate
      Trust Office”
means
      (i) when used with respect to the Property Trustee, the principal corporate
      trust office of the Property Trustee and (ii) when used with respect to the
      Debenture Trustee, the principal corporate trust office of the Debenture
      Trustee.

     

      “Debenture
      Applicable Rate”
means
      the “Applicable Rate” as defined in the Indenture.

     

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

     

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

     

      “Debenture
      Trustee”
means
      The Bank of New York and any successor thereto under the Indenture.

     

      “Debentures”
means
      the aggregate principal amount of the Depositor’s Debentures due ____________,
      20__ issued pursuant to the Indenture.

     

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

     

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

     

      “Delaware
      Trustee”
means
      The Bank of New York (Delaware), solely in its capacity as Delaware Trustee
      under this Trust Agreement and not in its individual capacity, until a successor
      Delaware Trustee shall have become such pursuant to the applicable provisions
      of
      this Trust Agreement, and thereafter, “Delaware Trustee” shall mean or include
      each Person who is then a Delaware Trustee hereunder.

     

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

     

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

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

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

     

      “DTC”
means
      The Depository Trust Company.

     

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

     

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

     

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

     

    (b)  default
      by the Trust in the payment of any Distribution when it becomes due and payable
      (taking into account any deferral periods), and continuation of such default
      for
      a period of 30 days; or

     

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

     

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

     

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

     

      “Existing
      Indenture”
means
      the Indenture, dated as of December 16, 1998, between the Depositor and The
      Bank
      of New York, as successor trustee to JPMorgan Chase Bank, N.A., as amended
      or
      supplemented from time to time.

     

      “Expiration
      Date”
has
      the
      meaning specified in Section 9.1.

     

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

     

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

     

      “Indenture”
means
      the Indenture, dated as of _______ __ ____, between the Depositor and the
      Debenture Trustee, as trustee, as amended or supplemented from time to time
      in
      accordance with the terms thereof.

     

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

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

      “Investment
      Company Event”
means
      the receipt by the Trust of an Opinion of Counsel to the effect that, as a
      result of the occurrence of a change in law or regulation or a change (including
      any announced proposed change) in interpretation or application of law or
      regulation by any legislative body, court, governmental agency or regulatory
      authority, there is more than an insubstantial risk that the Trust is or will
      be
      considered an “investment company” that is required to be registered under the
      Investment Company Act, which change or proposed change becomes effective or
      would become effective, as the case may be, on or after the date of the issuance
      of the Preferred Securities of the Trust.

     

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

     

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

     

      “Liquidation
      Amount”
means
      the stated amount of $_____ per Trust Security.

     

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

     

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

     

      “Majority
      in Liquidation Amount”
means,
      except as provided in the terms of the Preferred Securities or by the Trust
      Indenture Act, Holder(s) of outstanding Trust Securities, voting together as
      a
      single class, or, as the context may require, Holders of outstanding Preferred
      Securities or Holders of outstanding Common Securities, voting separately as
      a
      class, who are the record owners of more than 50% of the aggregate liquidation
      amount of all outstanding Trust Securities of the relevant class.

     

      “Officers’
      Certificate”
means
      a
      certificate signed by the Chairman of the Board or any Vice Chairman of the
      Board or the President or any Executive Vice President or Chief Operating
      Officer or Chief Financial Officer of the Depositor and by the Treasurer or
      an
      Assistant Treasurer or Controller or the Secretary or an Assistant Secretary
      of
      the Depositor and delivered to the appropriate Trustee. Any Officers’
Certificate delivered with respect to compliance with a condition or covenant
      provided for in this Trust Agreement shall include:

     

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

     

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

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

      “Opinion
      of Counsel”
means
      a
      written opinion of counsel, who may be counsel for the Trust, the Property
      Trustee or the Depositor (including counsel who is an employee of the
      Depositor), who is experienced in matters related to the substance of the
      opinion.

     

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

     

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

     

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

     

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

     

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

     

      “Owner”
means
      each Person who is the beneficial owner of a Book-Entry Preferred Securities
      Certificate 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).

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

      “Property
      Trustee”
means
      the Person identified as the “Property Trustee” in the preamble to this Trust
      Agreement solely in its capacity as Property Trustee of the Trust, or its
      successor in interest in such capacity, or any successor property trustee
      appointed as herein provided.

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

      “Special
      Event”
means
      an Investment Company Event or a Tax Event.

     

    “Tax
      Code”
shall
      mean the Internal Revenue Code of 1986 or any successor statute thereto, in
      each
      case as amended from time to time.

     

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

     

      “Treasury
      Regulations”
means
      the U.S. Treasury Regulations promulgated under the Tax Code.

     

      “Trust”
means
      the Delaware statutory trust created under the Original Trust Agreement and
      continued hereby and identified on the cover page to this Trust
      Agreement.

     

      “Trust
      Agreement”
means
      this Amended and Restated Trust Agreement, as the same may be modified, amended
      or supplemented in accordance with the applicable provisions hereof, including
      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
      Property”
means
      (a) the Debentures, (b) any cash on deposit in, or owing to, the
      Payment Account and (c) all proceeds and rights in respect of the foregoing
      and any other property and assets for the time being held or deemed to be held
      by the Property Trustee pursuant to the trusts of this Trust
      Agreement.

     

      “Trust
      Securities”
means
      the Common Securities and the Preferred Securities. The Trust Securities
      represent undivided beneficial interests in the Trust Property.

     

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

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

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

     

      “Underwriter”
means
      _________________.

     

      “Underwriting
      Agreement”
means
      the Agreement, dated as of _________________, ____ among the Trust, the
      Depositor and ______________________ ____________________, as representatives
      of
      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.

     

    ARTICLE
      II

     

    CONTINUATION
      OF THE TRUST

     

    Section
      2.1.  Name.
      The
      Trust
      continued hereby shall be known as “Bear Stearns Capital Trust __” as such name
      may be modified from time to time by the Administrative Trustees following
      written notice to the Securityholders and the Trustees, in which name the
      Property Trustee and the Administrative Trustees may conduct the business of
      the
      Trust, make and execute contracts and other instruments on behalf of the Trust
      and sue and be sued.

     

    Section
      2.2.  Office
      of the Delaware Trustee; Principal Place of Business.
      The
      address of the Delaware Trustee in the State of Delaware is The Bank of New
      York
      (Delaware), 502 White Clay Center, Route 273, PO Box 6973, Newark, DE
      19711, or such other address in the State of Delaware as the Delaware
      Trustee may designate by written notice to the Securityholders and the
      Depositor. The principal executive office of the Trust is c/o The Bear Stearns
      Companies Inc. 245 Park Avenue, New York, New York 10167, as such address may
      be
      changed from time to time by the Administrative Trustees following written
      notice to the Holders and the other Trustees.

     

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

     

    Section
      2.4.  Issuance
      of the Preferred Securities.
      The
      Depositor, on behalf of the Trust and pursuant to the Amended Original Trust
      Agreement, executed and delivered the Underwriting Agreement. Contemporaneously
      with the execution and delivery of this Trust Agreement, an Administrative
      Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2
      and
      deliver to the Underwriters, Preferred Securities Certificates, registered
      in
      the name of the nominee of the initial Clearing Agency, in an aggregate amount
      of ___,000 Preferred Securities having an aggregate Liquidation Amount of
      $___,000,000 against receipt of an aggregate purchase price for such Preferred
      Securities of $__________ ($_______ per Preferred Security).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    Section
      2.5.  Issuance
      of the Common Securities; Subscription and Purchase of
      Debentures.
      Contemporaneously
      with the execution and delivery of this Trust Agreement, an Administrative
      Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2
      and
      deliver to the Depositor, Common Securities Certificates, registered in the
      name
      of the Depositor, in an aggregate amount of _____ Common Securities having
      an
      aggregate Liquidation Amount of $_________ against payment by the Depositor
      of
      an aggregate purchase price of $_________ ($______ per Common Security).
      Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust,
      shall subscribe to and purchase from the Depositor Debentures, registered in
      the
      name of the Property Trustee and having an aggregate principal amount equal
      to
      $_________ and, in satisfaction of the purchase price for such Debentures,
      the
      Trust shall deliver to the Depositor the sum of $_________ such sum being the
      sum of the amounts delivered to the Trust pursuant to (i) the second
      sentence of Section 2.4
      and
      (ii) the first sentence of this Section 2.5).

     

    Section
      2.6.  Declaration
      of Trust; Intention of Parties.
      The
      exclusive purposes and functions of the Trust are (a) to issue and sell
      Trust Securities, (b) to use the proceeds from such sale to acquire the
      Debentures and (c) to engage in those activities necessary, convenient or
      incidental thereto. The Depositor hereby appoints the Trustees as trustees
      of
      the Trust, to have all the rights, powers and duties to the extent set forth
      herein, and the Trustees hereby accept such appointment. The Property Trustee
      hereby declares that it will hold the Trust Property in trust upon and subject
      to the conditions set forth herein for the benefit of the Trust and the
      Securityholders. The Administrative Trustees shall have only those ministerial
      duties set forth herein with respect to accomplishing the purposes of the Trust.
      The Delaware Trustee shall not be entitled to exercise any powers, nor shall
      the
      Delaware Trustee have any of the duties and responsibilities, of the Property
      Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
      shall be one of the Trustees of the Trust for the sole and limited purpose
      of
      fulfilling the requirements of Section 3807 of the Delaware Statutory Trust
      Act. The Trust shall not borrow money, issue debt or reinvest proceeds derived
      from investments or pledge any assets. The Trust shall not undertake or permit
      to be undertaken any activity that is reasonably expected (i) to cause the
      Trust
      not to be classified for United States federal income tax purposes as a grantor
      trust or (ii) to cause the Debentures to be treated as other than indebtedness
      of the Depositor for United States federal income tax purposes. It is the
      intention of the parties hereto that the Trust be classified as a grantor trust
      and that the Debentures be treated as indebtedness of the Depositor for United
      States federal income tax purposes. The provisions of this Agreement shall
      be
      interpreted to further this intention of the parties.

     

    Section
      2.7.  Intended
      Tax Treatment.  The
      Trust
      intends, and each Holder and beneficial owner of Trust Securities by acquiring
      Trust Securities hereby agrees (i) to treat the Trust as a grantor trust for
      U.S. federal, state, and local income tax purposes, (ii) to treat the Trust
      Securities (including but not limited to all payments and proceeds with respect
      to the Trust Securities) as undivided beneficial ownership interests in the
      Trust Property for U.S. federal, state, and local income tax purposes and (iii)
      to treat the related Debentures as indebtedness of the Company, and the amounts,
      other than payments of principal, payable in respect of the principal amount
      of
      such Securities as interest, for all U.S. federal, state, and local income
      tax
      purposes, and will take no action inconsistent with this treatment unless
      otherwise required by law. The provisions of this Trust Agreement shall be
      interpreted to further this intention and agreement of the parties.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (A)  to
      establish the terms and form of the Preferred Securities and the Common
      Securities and issue and sell the Trust Securities in accordance with this
      Trust
      Agreement; provided,
      however,
      that
      the Trust may issue no more than one series of Preferred Securities and no
      more
      than one series of Common Securities, and, provided further, that there shall
      be
      no interests in the Trust other than the Trust Securities, and the issuance
      of
      Securities shall be limited to a simultaneous issuance of both Preferred
      Securities and Common Securities on the Closing Date;

     

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

     

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

     

    (D)  assisting
      in the listing, if any, of the Preferred Securities upon such national
      securities exchange or exchanges or automated quotation system or systems as
      shall be determined by the Depositor and the registration of the Preferred
      Securities under the Exchange Act, if required by applicable law, and the
      execution and filing of all applications, periodic and other reports and other
      documents pursuant to the foregoing, or the seeking of relief from the
      same;

     

    (E)  to
      purchase the Debentures with the gross proceeds from the issuance and sale
      of
      the Preferred Securities and the Common Securities; provided, however, that
      the
      Administrative Trustees shall cause legal title to the Debentures to be held
      of
      record in the name of the Property Trustee for the benefit of the Holders of
      the
      Preferred Securities and the Holders of the Common Securities;

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (H)  execution
      of the Trust Securities on behalf of the Trust in accordance with this Trust
      Agreement;

     

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

     

    (J)  to
      employ
      or otherwise engage employees and agents (who may be designated as officers
      with
      titles) and managers, contractors, advisors and consultants to conduct only
      those services that the Administrative Trustees have authority to conduct
      directly, and to pay reasonable compensation for such services;

     

    (K)  to
      cause
      the Trust to comply with the Trust’s obligations under the Trust Indenture
      Act;

     

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

     

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

     

    (N)  execution
      and delivery of letters or documents to, or instruments with DTC relating to
      the
      Preferred Securities;

     

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

     

    (P)  unless
      otherwise required by the Trust Indenture Act, to execute on behalf of the
      Trust
      (either acting alone or together with the other Administrative Trustee) any
      documents that the Administrative Trustees have the power to execute pursuant
      to
      this Trust Agreement;

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (Q)  to
      establish a record date with respect to all actions to be taken hereunder that
      require a record date be established, including and with respect to, for the
      purposes of Section 316(c) of the Trust Indenture Act, Distributions,
      voting rights, redemptions and exchanges, and to issue relevant notices to
      the
      Holders of Trust Securities as to such actions and applicable record
      dates;

     

    (R)  to
      duly
      prepare and file all applicable tax returns and tax information reports that
      are
      required to be filed with respect to the Trust on behalf of the Trust and to
      provide to each beneficial owner of a Trust Security any additional information
      that the beneficial owner reasonably requests in order for the beneficial owner
      to comply with the federal, state or local tax and information returns and
      reporting obligations;

     

    (S)  to
      incur
      expenses that are necessary or incidental to carry out any of the purposes
      of
      the Trust;

     

    (T)  if
      applicable, to give prompt written notice to the Holders of the Trust Securities
      of any notice received from the Depositor of its election to defer payments
      of
      interest on the Debentures by extending the interest payment period under the
      Debentures as authorized by the Indenture; and

     

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

     

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

     

    (A)  the
      establishment of the Payment Account;

     

    (B)  the
      receipt of the Debentures and holding legal title of the Debentures for the
      benefit of the Trust and the holders of the Trust Securities;

     

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

     

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

     

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

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (J)  to
      take
      all reasonable action at the direction of the Depositor that may be necessary
      or
      appropriate for the preservation and the continuation of the Trust’s valid
      existence, rights, franchises and privileges as a statutory trust under the
      laws
      of the State of Delaware and of each other jurisdiction in which such existence
      is necessary to protect the limited liability of the Holders of the Preferred
      Securities or to enable the Trust to effect the purposes for which the Trust
      was
      created.

     

    (b)  So
      long
      as this Trust Agreement remains in effect, the Trust (or the Trustees acting
      on
      behalf of the Trust) shall not undertake any business, activities or transaction
      except as expressly provided herein or contemplated hereby. In particular,
      no
      Trustee shall, on behalf of the Trust, (i) acquire any investments or
      assets other than the Trust Property or engage in any activities not authorized
      by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage,
      pledge, set-off or otherwise dispose of any of the Trust Property or interests
      therein, including to Securityholders, except as expressly provided herein,
      (iii) take any action that is reasonably expected to cause the Trust to
      fail or cease to qualify as a “grantor trust” or cause the Debentures to be
      treated as other than indebtedness of the Depositor, for United States federal
      income tax purposes, (iv) incur any indebtedness for borrowed money or
      issue any other debt or (v) take or consent to any action that would result
      in the placement of a Lien on any of the Trust Property. The Property Trustee
      shall defend all claims and demands of all Persons at any time claiming any
      Lien
      on any of the Trust Property adverse to the interest of the Trust or the
      Securityholders in their capacity as Securityholders.

     

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

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (i)  the
      preparation and filing by the Trust with the Commission and the execution on
      behalf of the Trust of a “shelf” registration statement on the appropriate form,
      including amendments thereto, to register the Preferred Securities, the
      Guarantee and the Debentures;

     

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

     

    (iii)  if
      the
      Depositor shall desire, the preparation for filing by the Trust and execution
      on
      behalf of the Trust of an application to the New York Stock Exchange or any
      other national or international stock exchange or the Nasdaq National Market
      or
      any other automated quotation system for listing, upon notice of issuance,
      of
      any Preferred Securities; and the preparation for filing by the Trust with
      the
      Commission and the execution on behalf of the Trust of a registration statement
      on Form 8-A relating to the registration of the Preferred Securities under
      Section 12(b) or 12(g) of the Exchange Act, including any amendments
      thereto; and filing with such exchange or self-regulatory organization such
      notifications and documents as may be necessary from time to time to maintain
      such listing;

     

    (iv)  the
      negotiation of the terms of, and the execution and delivery of, the Underwriting
      Agreement providing for the sale of the 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 and the Property
      Trustee are authorized and directed to conduct the affairs of the Trust and
      to
      operate the Trust so that the Trust will not be deemed to be an “investment
      company” required to be registered under the 1940 Act or fail to be classified
      as a grantor trust for United States federal income tax purposes and so that
      the
      Debentures will be treated as indebtedness of the Depositor for United States
      federal income tax purposes. In this regard, the Property Trustee shall be
      protected if it shall have conducted the affairs of the Trust and operated
      the
      Trust in accordance with its rights, powers and duties as specifically set
      forth
      in this Trust Agreement. In this connection, the Administrative Trustees, the
      Property Trustee and the Holder of the Common Securities are authorized to
      take
      any action, not inconsistent with applicable law, the Certificate of Trust
      or
      this Trust Agreement, that any of the Administrative Trustees, Property Trustee
      and the Holder of the Common Securities determines in its discretion to be
      necessary or desirable for such purposes, as long as such action does not
      materially adversely affect the interests of the Holders of the Preferred
      Securities. The Property Trustee shall not be required to take any action under
      this clause (d) unless directed to do so by the Depositor, the Administrative
      Trustees or (subject to the provisions hereof) by Holders of not less than
      a
      Majority in Liquidation Amount of the Trust Securities.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Section
      2.9.  Assets
      of Trust.
      The
      assets of the Trust shall consist of the Trust Property.

     

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

     

    ARTICLE
      III

    


    PAYMENT
      ACCOUNT

     

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

     

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

     

    ARTICLE
      IV

     

    DISTRIBUTIONS;
      REDEMPTION

     

    Section
      4.1.  Distributions.  (a) Distributions
      (including Distributions of Additional Amounts, if applicable) will be made
      on
      the Trust Securities at the rate and on the dates that payments of interest
      (including Additional Amounts) are made on the Debentures. Distributions on
      the
      Trust Securities shall be cumulative, and will accumulate whether or not there
      are funds of the Trust available for the payment of Distributions. Distributions
      shall accumulate from ____________, ____ and, except in the event (and to the
      extent) that the Depositor exercises its right, or is required to, defer the
      payment of interest on the Debentures pursuant to the Indenture, shall be
      payable [semiannually] on __________, and _________, of each year, commencing
      on
      ____________, ____. If any date on which a Distribution is otherwise payable
      on
      the Trust Securities is not a Business Day, then the payment of such
      Distribution shall be made on the next succeeding day that is a Business Day
      or
      if such Business Day falls in the next calendar year, on the immediately
      preceding Business Day, in each case, with the same force and effect as if
      made
      on such date (each date on which Distributions are payable in accordance with
      this Section 4.1(a),
      a
“Distribution
      Date”).
      [Until ____________, 20__, in the event that any __________ or __________ is
      not
      a Business Day, Distributions will be paid on the next succeeding Business
      Day,
      without any interest or other payment with respect to any such delay. After
      ____________, 20__, Distributions shall be the amount of Distributions
      accumulated from, and including, the last date on which Distributions have
      previously been paid, to, but excluding, the Distribution Date.]

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (b)  Assuming
      payments of interest on the Debentures are made when due (and before giving
      effect to any Additional Amounts, if applicable), Distributions on the Trust
      Securities shall be payable at a rate of ___% per annum of the Liquidation
      Amount of the Trust Securities until ____________, 20__, and at the Debenture
      Applicable Rate of the Liquidation Amount thereafter. The amount of
      Distributions payable for any full period shall be computed on the basis of
      a
      360-day year of twelve 30-day months until ____________, 20__, and thereafter
      on
      the basis of a 360-day year and the actual number of days elapsed. The amount
      of
      Distributions payable for any period shall include the Additional Amounts,
      if
      any.

     

    (c)  Distributions
      on the Trust Securities 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 Trust has funds then on hand and available in the Payment Account for the
      payment of such Distributions.

     

    (d)  Distributions
      on the Trust Securities with respect to a Distribution Date shall be payable
      to
      the Holders thereof as they appear on the Securities Register for the Trust
      Securities on the relevant record date, which shall be the _____ day of the
      month [immediately prior to the month] in which the relevant Distribution Date
      occurs.

     

    (e)  As
      a
      condition to the payment of any principal of or interest on the Trust Securities
      without the imposition of withholding tax, an Administrative Trustee and/or
      Paying Agent shall require the previous delivery of properly completed and
      signed applicable U.S. federal income tax certifications (generally, an Internal
      Revenue Service Form W-9 (or applicable successor form) in the case of a person
      that is a “United States person” within the meaning of Section 7701(a)(30) of
      the Tax Code or an Internal Revenue Service Form W-8 (or applicable successor
      form) in the case of a person that is not a “United States person” within the
      meaning of Section 7701(a)(30) of the Tax Code) and any other certification
      acceptable to it to enable such Administrative Trustee or any Paying Agent
      to
      determine its respective duties and liabilities with respect to any taxes or
      other charges that they may be required to pay, deduct or withhold in respect
      of
      such Trust Securities. Each Holder and beneficial owner of a Trust Security
      agrees to provide any certification or information that is reasonably requested
      by the Trust (a) to permit the Trust to make payments to it without, or at
      a
      reduced rate of, withholding, (b) to enable the Trust to qualify for a reduced
      rate of withholding in any jurisdiction from or through which the Trust receives
      payments on its assets, or (c) to enable the Trust or its agents to satisfy
      reporting and other obligations under the Tax Code and Treasury
      Regulations.

     

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

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

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

     

    (i)  the
      Redemption Date;

     

    (ii)  the
      Redemption Price or if the Redemption Price cannot be calculated prior to the
      time the notice of redemption is required to be sent, the manner of calculation
      thereof;

     

    (iii)  the
      CUSIP
      number;

     

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

     

    (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.

     

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

     

    (d)  If
      the
      Property Trustee gives a notice of redemption in respect of any Preferred
      Securities, then, by 10:00 a.m., New York City time, on the Redemption Date,
      the
      Depositor shall deposit sufficient funds with the Property Trustee to pay the
      Redemption Price. If such deposit has been made, then, by 12:00 noon, New York
      City time, on the Redemption Date, subject to Section 4.2(c),
      the
      Property Trustee will, so long as the Preferred Securities are in
      book-entry-only form, irrevocably deposit with the Clearing Agency for the
      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 thereof.
      If Preferred Securities are no longer in book-entry-only form, the Property
      Trustee, subject to Section 4.2(c),
      will
      irrevocably deposit with the Paying Agent, 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 with
      respect to such Preferred Securities to the Holders thereof upon surrender
      of
      their 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. If notice of redemption
      shall have been given and funds deposited as required, then upon the date of
      such deposit, all rights of Securityholders holding Trust Securities so called
      for redemption will cease, except the right of such Securityholders to receive
      the Redemption Price and any unpaid Distribution payable on or prior to the
      Redemption Date, but without interest, and such Trust Securities will cease
      to
      be outstanding. In the event that any date on which any Redemption Price is
      payable is not a Business Day, then payment of the Redemption Price payable
      on
      such date will be made on the next succeeding day that is a Business Day (and
      without any interest or other payment in respect of any such delay), except
      that, if such Business Day falls in the next calendar year, such payment will
      be
      made on the immediately preceding Business Day, in each case with the same
      force
      and effect as if made on such date. In the event that payment of the Redemption
      Price in respect of any Trust Securities called for redemption is improperly
      withheld or refused and not paid either by the Trust or by the Depositor
      pursuant to the Guarantee, Distributions on such Trust Securities will continue
      to accumulate, at the then applicable rate, from the Redemption Date originally
      established by the Trust for such Trust Securities to the date such Redemption
      Price is actually paid, in which case the actual payment date will be the date
      fixed for redemption for purposes of calculating the Redemption
      Price.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (e)  Payment
      of the Redemption Price on the Trust Securities shall be made to the
      recordholders thereof as they appear on the Securities Register for the Trust
      Securities on a date to be established as the record date for the distribution
      by the Administrative Trustees, which date shall be not more than 60 days
      nor less than 30 days prior to the relevant Redemption Date.

     

    (f)  Subject
      to Section 4.3(a),
      if less
      than all the Outstanding Trust Securities are to be redeemed on a Redemption
      Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed
      shall be allocated on a pro
      rata
      basis
      (based on Liquidation Amounts) among the Common Securities and the Preferred
      Securities. The particular Preferred Securities to be redeemed shall be selected
      on a pro
      rata
      basis
      (based upon Liquidation Amounts) not less than 30 nor more than 60 days
      prior to the Redemption Date by the Property Trustee from the Outstanding
      Preferred Securities not previously called for redemption, by such method as
      the
      Property Trustee shall deem fair and appropriate. Any such proration may be
      based on the aggregate Liquidation Amount of Trust Securities held by each
      Holder and in making any such proration the Property Trustee may make such
      adjustments as may be appropriate in order that only Trust Securities in
      Liquidation Amount equal to $_____ or integral multiples of $_____ in excess
      thereof shall be redeemed. The Property Trustee shall promptly notify the
      Securities Registrar in writing of the Preferred Securities selected for
      redemption and, in the case of any Preferred Securities selected for partial
      redemption, the Liquidation Amount thereof to be redeemed. For all purposes
      of
      this Trust Agreement, unless the context otherwise requires, all provisions
      relating to the redemption of Preferred Securities shall relate, in the case
      of
      any Preferred Securities redeemed or to be redeemed only in part, to the portion
      of the Liquidation Amount of Preferred Securities that has been or is to be
      redeemed.

     

    (g)  In
      the
      event that there is any money or other property held by or for the Trust that
      is
      not accounted for hereunder, such property shall be distributed pro
      rata
      among
      the Holders of Trust Securities on the next Distribution Date.

     

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

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      4.4.  Withholding
      Tax. The
      Trust
      and the Administrative Trustees shall comply with all withholding and backup
      withholding tax requirements under United States federal, state and local law.
      The Administrative Trustees on behalf of the Trust shall request, and the
      Holders and beneficial owners shall provide to the Trust, such forms or
      certificates as are necessary to establish an exemption from withholding and
      backup withholding tax with respect to each Holder and beneficial owner and
      any
      representations and forms as shall reasonably be requested by the Administrative
      Trustees on behalf of the Trust to assist it in determining the extent of,
      and
      in fulfilling, its withholding and backup withholding tax obligations. The
      Administrative Trustees shall file required forms with applicable jurisdictions
      and, unless an exemption from withholding and backup withholding tax is properly
      established by a Holder and/or beneficial owner, shall remit amounts withheld
      with respect to the Holder and/or beneficial owner to applicable jurisdictions.
      To the extent that the Trust is required to withhold and pay over any amounts
      to
      any jurisdiction with respect to Distributions or allocations to any Holder
      and/or beneficial owner, the amount withheld shall be deemed to be a
      Distribution in the amount of the withholding to the Holder and beneficial
      owner. In the event of any claimed overwithholding, Holders and beneficial
      owners shall be limited to an action against the applicable jurisdiction. If
      the
      amount required to be withheld was not withheld from actual Distributions made,
      the Administrative Trustees on behalf of the Trust may reduce subsequent
      Distributions by the amount of such required withholding.

     

    Section
      4.5.  Payment
      Procedures.
      Payments
      of Distributions (including Additional Amounts, if applicable) in respect of
      the
      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 Preferred Securities are held
      by a
      Clearing Agency, such Distributions shall be made to the Clearing Agency in
      immediately available funds, which shall credit the relevant Persons’ accounts
      at such Clearing Agency on the applicable Distribution Dates. A Holder of
      $1,000,000 or more in aggregate Liquidation Amount of Preferred Securities
      may
      receive payments of Distributions (including Additional Amounts, if applicable)
      by wire transfer of immediately available funds upon written request to the
      Property Trustee received not less than 15 days prior to 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 and the
      Common Securityholder.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    Section
      4.6.  Tax
      Returns and Reports.
      The
      Administrative Trustees shall prepare (or cause to be prepared), at the
      Depositor’s expense, and file all United States federal, state and local tax and
      information returns and reports required to be filed by or in respect of the
      Trust and to provide to each beneficial owner of a Trust Security any additional
      information that the beneficial owner reasonably requests in order for the
      beneficial owner to comply with the federal, state or local tax and information
      returns and reporting obligations. In this regard, the Administrative Trustees
      shall (a) prepare and file (or cause to be prepared and filed) the
      appropriate Internal Revenue Service form required to be filed in respect of
      the
      Trust in each taxable year of the Trust and (b) prepare and furnish (or
      cause to be prepared and furnished) to each Securityholder the appropriate
      Internal Revenue Service form required to be so provided and furnished. The
      Administrative Trustees shall provide the Depositor and the Property Trustee
      with a copy of all such returns and reports promptly after such filing or
      furnishing. The Property Trustee shall comply with United States federal
      withholding and backup withholding tax laws and information reporting
      requirements with respect to any payments to Securityholders under the Trust
      Securities.

     

    Section
      4.7.  Payment
      of Taxes, Duties, Etc. of the Trust.
      Upon
      receipt under the Debentures of Additional Sums and the written direction of
      any
      of the Administrative Trustees, the Property Trustee shall promptly pay, solely
      out of moneys on deposit pursuant to this Trust Agreement, any Additional Taxes
      imposed on the Trust by the United States or any other taxing
      authority.

     

    Section
      4.8.  Reduction
      for Payments under Indenture or Pursuant to Direct Actions.
      Any
      amount payable hereunder to any Holder of Preferred Securities shall be reduced
      by the amount of any corresponding payment such Holder (or an Owner with respect
      to the Holder’s Preferred Securities) has directly received pursuant to the
      Indenture or Section 5.14
      of this
      Trust Agreement.

     

    ARTICLE
      V

     

    TRUST
      SECURITIES CERTIFICATES

     

    Section
      5.1.  Initial
      Ownership.
      Upon
      the
      formation of the 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 Trust.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    Section
      5.2.  The
      Trust Securities Certificates; Execution and Delivery Thereof.  (a) The
      Preferred Securities Certificates shall be issued in minimum denominations
      of
      $_____ Liquidation Amount and integral multiples thereof, and the Common
      Securities Certificates shall be issued in denominations of $_____ Liquidation
      Amount and integral multiples thereof. The Trust Securities Certificates shall
      be executed on behalf of the Trust by manual signature of at least one
      Administrative Trustee and shall be dated their date of execution. Trust
      Securities Certificates bearing the manual signatures of individuals who were,
      at the time when such signatures shall have been affixed, authorized to sign
      on
      behalf of the Trust, shall be validly issued and entitled to the benefits of
      this Trust Agreement, notwithstanding that such individuals or any of them
      shall
      have ceased to be so authorized prior to the delivery of such Trust Securities
      Certificates or did not hold such offices at the date of delivery of such Trust
      Securities Certificates. A transferee of a Trust Securities Certificate shall
      become a Securityholder, and shall be entitled to the rights and subject to
      the
      obligations of a Securityholder hereunder, upon due registration of such Trust
      Securities Certificate in such transferee’s name pursuant to Sections
      5.4,
      5.11
      and
5.13.

     

    (b)  At
      the
      Closing Date, the Administrative Trustees, or any of them, shall cause Trust
      Securities Certificates, in an aggregate Liquidation Amount as provided in
      Sections
      2.4
      and
2.5,
      to be
      executed on behalf of the Trust and delivered to or upon the written order
      of
      the Depositor, signed by its Chairman of the Board, any Vice Chairman of the
      Board, its President, any Executive Vice President, its Chief Operating Officer,
      its Chief Financial Officer, its Treasurer or any Assistant Treasurer or its
      Controller, without further corporate action by the Depositor, in authorized
      denominations.

     

    Section
      5.3.  Transfer
      of Preferred Securities.  (a) Preferred
      Securities may only be transferred, in whole or in part, in accordance with
      the
      terms and conditions set forth in this Trust Agreement and in the terms of
      the
      Preferred Securities. To the fullest extent permitted by law, any transfer
      or
      purported transfer of any Preferred Security not made in accordance with this
      Trust Agreement shall be null and void.

     

    (b)  Subject
      to this Section 5.3,
      Preferred Securities shall be freely transferable; provided,
      however,
      that no
      transfer shall be effected unless such transfer (whether by sale or any other
      disposition) is comprised of a block of Preferred Securities having an aggregate
      Liquidation Amount of not less than $_____. Any transfer, sale or other
      disposition of Preferred Securities in a block having a Liquidation Amount
      of
      less than $_____ shall be deemed to be void and of no legal effect whatsoever.
      Any such transferee shall be deemed not to be the Holder of such Preferred
      Securities for any purpose, including but not limited to the receipt of
      Distributions on such Preferred Securities, and such transferee shall be deemed
      to have no interest whatsoever in such Preferred Securities.

     

    Section
      5.4.  Registration
      of Transfer and Exchange of 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 for the purpose of registering Trust Securities Certificates and
      transfers and exchanges of Preferred Securities Certificates (the “Securities
      Register”)
      in
      which the registrar designated by the Depositor (the “Securities
      Registrar”),
      subject to such reasonable regulations as it may prescribe, shall provide for
      the registration of 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 Preferred Securities Certificates as herein provided. The Bank
      shall be the initial Securities Registrar. The Securities Registrar shall not
      be
      required to register the transfer or exchange of any Preferred Securities
      (i) during a period beginning at the opening of business 15 days
      before the day of the mailing of a notice of redemption of Preferred Securities
      and ending at the close of business on the day of such mailing or (ii) that
      have been selected for redemption in whole or in part, except the unredeemed
      portion of any Preferred Security redeemed in part.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    Upon
      surrender for registration of transfer of any Preferred Securities Certificate
      at the office or agency maintained pursuant to Section 5.8,
      the
      Administrative Trustees or any one of them shall execute and the Property
      Trustee shall deliver, in the name of the designated transferee or transferees,
      one or more new Preferred Securities Certificates in authorized denominations
      of
      a like aggregate Liquidation Amount dated the date of execution by such
      Administrative Trustee. Subject to Section 5.11,
      at the
      option of a Holder, Preferred Securities Certificates may be exchanged for
      other
      Preferred Securities Certificates in authorized denominations of the same class
      and of a like aggregate Liquidation Amount upon surrender of the Preferred
      Securities Certificates to be exchanged at the office or agency maintained
      pursuant to Section 5.8.

     

    Every
      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 the Securities Registrar duly executed by the Holder or
      his
      attorney duly authorized in writing. Each Preferred Securities Certificate
      surrendered for registration of transfer or exchange shall be canceled and
      subsequently disposed of by the Property 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
      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 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 bona fide purchaser,
      the Administrative Trustees, or any one of them, on behalf of the Trust shall
      execute and make available for delivery, in exchange for or in lieu of any
      such
      mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
      Securities Certificate of like class, tenor and denomination. In connection
      with
      the issuance of any new Trust Securities Certificate under this Section, the
      Administrative Trustees or the Securities Registrar may require the payment
      of a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection therewith. Any duplicate Trust Securities Certificate issued
      pursuant to this Section shall constitute conclusive evidence of an undivided
      beneficial interest in the Trust Property, as if originally issued, whether
      or
      not the lost, stolen or destroyed Trust Securities Certificate shall be found
      at
      any time.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement of
      mutilated, destroyed, lost or stolen Trust Securities.

     

    Section
      5.6.  Persons
      Deemed Securityholders.
      The
      Trustees, the Administrative Trustees or the Securities Registrar shall treat
      the Person in whose name any Trust Securities Certificate shall be registered
      in
      the Securities Register as the owner of such Trust Securities Certificate for
      the purpose of receiving Distributions and for all other purposes whatsoever
      (subject to the record date provisions hereof), and neither the Trustees nor
      the
      Securities Registrar shall be bound by any notice to the contrary.

     

    Section
      5.7.  Access
      to List of Securityholders’ Names and Addresses.
      At
      any
      time when the Property Trustee is not also acting as the Securities Registrar,
      the Depositor shall furnish or cause to be furnished to the Property Trustee,
      semiannually not more than five days after __________ and __________ of each
      year beginning with _________, ____, and at such other times as the Property
      Trustee may request in writing within 30 days after receipt by the
      Depositor of any such request, a list, in such form as the Property Trustee
      may
      reasonably require containing all information in the possession or control
      of
      the Depositor, or any Paying Agent or any registrar of the Trust Securities
      other than the Property Trustee, as to the names and addresses of the
      Securityholders obtained (in the case of each list other than the first list)
      since the date as of which the next previous list was furnished. Any such list
      may be dated as of a date not more than fifteen days prior to the time such
      information is furnished or caused to be furnished, and need not include
      information received after such date. The rights of Securityholders to
      communicate with other Securityholders with respect to their rights under this
      Trust Agreement or under the Trust Securities, and the corresponding obligations
      and rights of the Property Trustee, shall be as provided in the Trust Indenture
      Act. Each Holder, by receiving and holding a Trust Securities Certificate,
      and
      each Owner shall be deemed to have agreed not to hold the Depositor, the
      Property Trustee or the Administrative Trustees accountable by reason of the
      disclosure of its name and address, regardless of the source from which such
      information was derived.

     

    Section
      5.8.  Maintenance
      of Office or Agency for Transfers.
      The
      Administrative Trustees or the Property Trustee shall maintain an office or
      offices or agency or agencies where Preferred Securities Certificates may be
      surrendered for registration of transfer or exchange and where notices and
      demands to or upon the Trustees in respect of the Trust Securities Certificates
      may be served. The Administrative Trustees initially designate The Bank of
      New
      York, 101 Barclay Street, New York, NY 10286, Attention: Corporate Finance
      Group, as the office or agency for such purposes. The Administrative Trustees
      or
      the Property Trustee shall give prompt written notice to the Depositor and
      to
      the Securityholders of any change in the location of the Securities Register
      or
      any such office or agency.

     

    Section
      5.9.  Appointment
      of Paying Agent.
      The
      Paying Agent shall make Distributions to Securityholders from the Payment
      Account and shall report the amounts of such Distributions to the Property
      Trustee and the Administrative Trustees. Any Paying Agent shall have the
      revocable power to withdraw funds from the Payment Account for the purpose
      of
      making the Distributions referred to above. The Property Trustee may revoke
      such
      power and remove the Paying Agent if such Trustee determines in its sole
      discretion that the Paying Agent shall have failed to perform its obligations
      under this Trust Agreement in any material respect. The Paying Agent shall
      initially be the Bank, and any co-paying agent chosen by the Bank, and
      acceptable to the Administrative Trustees and the Depositor. Any Person acting
      as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’
written notice to the Administrative Trustees, the Property Trustee and the
      Depositor. In the event that the Bank shall no longer be the Paying Agent or
      a
      successor Paying Agent shall resign or its authority to act be revoked, the
      Administrative Trustees shall appoint a successor that is acceptable to the
      Property Trustee and the Depositor to act as Paying Agent (which shall be a
      bank
      or trust company). The Administrative Trustees shall cause such successor Paying
      Agent or any additional Paying Agent appointed by the Administrative Trustees
      to
      execute and deliver to the Trustees an instrument in which such successor Paying
      Agent or additional Paying Agent shall agree with the Trustees that as Paying
      Agent, such successor Paying Agent or additional Paying Agent will hold all
      sums, if any, held by it for payment to the Securityholders in trust for the
      benefit of the Securityholders entitled thereto until such sums shall be paid
      to
      such Securityholders. The Paying Agent shall return all unclaimed funds to
      the
      Property Trustee and upon removal of a Paying Agent such Paying Agent shall
      also
      return all funds in its possession to the Property Trustee. The provisions
      of
Sections
      8.2,
      8.4
      and
8.6
      herein
      shall apply to the Bank also in its role as Paying Agent, for so long as the
      Bank shall act as Paying Agent and, to the extent applicable, to any other
      paying agent appointed hereunder. Any reference in this Trust Agreement to
      the
      Paying Agent shall include any co-paying agent unless the context requires
      otherwise.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    Section
      5.10.  Ownership
      of Common Securities by Depositor.
      At
      the
      Closing Date, the Depositor shall acquire and retain beneficial and record
      ownership of the Common Securities. To the fullest extent permitted by law,
      other than transactions permitted by Article XI of the Indenture, any
      attempted transfer of the Common Securities shall be void. The Administrative
      Trustees cause the Common Securities Certificate issued to the Depositor to
      contain a legend stating “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS
      DESCRIBED IN THE TRUST AGREEMENT (AS DEFINED BELOW).”

     

    Section
      5.11.  Book-Entry
      Interests.
       (a) So
      long as Preferred Securities are eligible for book-entry settlement with the
      Clearing Agency or unless otherwise required by law, all Preferred Securities
      that are so eligible will be represented by one or more fully registered
      Preferred Securities Certificates (each a “Book
      Entry Preferred Securities Certificate”)
      in
      global form to be delivered to the Clearing Agency or its custodian, by, or
      on
      behalf of, the Trust. Such Book Entry Preferred Securities Certificates shall
      initially be registered on the Securities Register in the name of Cede &
Co., the nominee of DTC, and no Owner will receive a Definitive Preferred
      Securities Certificate representing such Owner’s interests in such Book Entry
      Preferred Securities Certificates, except as provided in Section 5.11(d)
      below.
      The transfer and exchange of beneficial interests in any such Preferred Security
      in global form shall be effected through the Clearing Agency in accordance
      with
      this Trust Agreement and the procedures of the Clearing Agency
      therefor.

     

    (b)  Except
      as
      provided in subparagraph (d) of this Section 5.11,
      Owners
      of a Preferred Security in global form shall not be entitled to have
      certificates registered in their names, will not receive or be entitled to
      receive physical delivery of certificates in definitive form and will not be
      considered Holders of such Preferred Securities in global form.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (c)  Any
      Book
      Entry Preferred Securities Certificate may be endorsed with or have incorporated
      in the text thereof such legends or recitals or changes as may be required
      by
      the Clearing Agency or any securities exchange, interdealer quotation system
      or
      self-regulatory organization upon which the Preferred Securities may be listed
      or traded or to conform with any usage with respect thereto, or to indicate
      any
      special limitations or restrictions to which any particular Preferred Securities
      are subject.

     

    (d)  Notwithstanding
      any other provisions of this Trust Agreement (other than the provisions set
      forth in this Section 5.11(d)),
      a
      Preferred Security in global form may not be exchanged in whole or in part
      for
      Preferred Securities registered, and no transfer of a Preferred Security in
      global form may be registered, in the name of any Person other than the Clearing
      Agency or nominee thereof unless (i) such Clearing Agency (A) has notified
      the Property Trustee and the Depositor that it is unwilling or unable to
      continue as Clearing Agency for such global Preferred Security and the Depositor
      on behalf of the Trust thereupon fails to appoint a successor Clearing Agency
      within 90 days after the receipt of such notice or (B) has ceased to be a
      clearing agency registered as such under the Exchange Act, (ii) the
      Depositor in its sole discretion elects to cause the issuance of the Preferred
      Securities in certificated form or (iii) there shall have occurred and be
      continuing an Event of Default, or any event which after notice or lapse of
      time
      or both would be an Event of Default under the Trust Agreement, with respect
      to
      such global Preferred Security. Following exchange of a global Preferred
      Security, or a portion thereof, for a definitive Preferred Security, no such
      definitive Preferred Security, or portion thereof, shall be included in any
      Book
      Entry Preferred Securities Certificate.

     

    Unless
      and until Definitive Preferred Securities Certificates have been issued to
      Owners pursuant to Section 5.13:

     

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

     

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

     

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

     

    (iv)  the
      rights of the Owners of the Book-Entry 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 Preferred Securities Certificates are
      issued pursuant to Section 5.13,
      the
      initial Clearing Agency will make book-entry transfers among the Clearing Agency
      Participants and receive and transmit payments on the Preferred Securities
      to
      such Clearing Agency Participants.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

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

     

    Section
      5.12.  Notices
      to Clearing Agency.
      To
      the
      extent that a notice or other communication to the Owners is required under
      this
      Trust Agreement, unless and until Definitive Preferred Securities Certificates
      shall have been issued to Owners pursuant to Section 5.13,
      the
      Trustees shall give all such notices and communications specified herein to
      be
      given to Owners to the Clearing Agency, and shall have no obligations to the
      Owners.

     

    Section
      5.13.  Procedures
      for Issuance of Definitive Preferred Securities Certificates.
      Upon
      surrender to the Securities Registrar of the typewritten Preferred Securities
      Certificate or Certificates representing the Book Entry Preferred Securities
      Certificates by the Clearing Agency upon occurrence of any of the events
      described in Section 5.11(d),
      accompanied by registration instructions, the Administrative Trustees, or any
      one of them, shall execute and the Securities Registrar shall register the
      Definitive Preferred Securities Certificates in accordance with the instructions
      of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
      be liable for any delay in delivery of such instructions and may conclusively
      rely on, and shall be protected in relying on, such instructions. Upon the
      issuance of Definitive Preferred Securities Certificates, the Trustees shall
      recognize the Holders of the Definitive Preferred Securities Certificates as
      Securityholders. The Definitive Preferred Securities Certificates shall be
      printed, lithographed or engraved or may be produced in any other manner as
      is
      reasonably acceptable to the Administrative Trustees, as evidenced by the
      execution thereof by the Administrative Trustees or any one of
      them.

     

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

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (C)  all
      sums
      paid or advanced by the Debenture Trustee under the Indenture and the reasonable
      compensation, expenses, disbursements and advances of the Debenture Trustee
      and
      the Property Trustee, their agents and counsel and the amounts payable to the
      Debenture Trustee under Section 7.06 of the Indenture; and

     

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

     

    The
      Holders of a Majority in Liquidation Amount of the Preferred Securities may,
      on
      behalf of the Holders of all the Preferred Securities, waive any past default
      under the Indenture, except a default in the payment of principal or interest
      (unless such default has been cured and a sum sufficient to pay all matured
      installments of interest and principal due otherwise than by acceleration has
      been deposited with the Debenture Trustee) or a default in respect of a covenant
      or provision which under the Indenture cannot be modified or amended without
      the
      consent of the holder of each outstanding Debenture. No such rescission shall
      affect any subsequent default or impair any right consequent
      thereon.

     

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

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    (c)  For
      so
      long as any Preferred Securities remain Outstanding, to the fullest extent
      permitted by law and subject to the terms of this Trust Agreement and the
      Indenture, upon a Debenture Event of Default specified in Section 6.01(a)
      or
6.01(b)
      of the
      Indenture, any Holder of Preferred Securities shall have the right to institute
      a proceeding directly against the Depositor, pursuant to Article VI of the
      Indenture, for enforcement of payment to such Holder of the principal amount
      of
      interest on Debentures having a principal amount equal to the Liquidation Amount
      of the Preferred Securities of such Holder (a “Direct
      Action”).
      Except as set forth in Section 5.14(b)
      and this
Section 5.14(c),
      the
      Holders of Preferred Securities shall have no right to exercise directly any
      right or remedy available to the holders of, or in respect of, the
      Debentures.

     

    Section
      5.15.  CUSIP
      Numbers.
      The
      Administrative Trustees in issuing the 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 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 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.

     

    ARTICLE
      VI


     

    ACTS
      OF SECURITYHOLDERS; MEETINGS; VOTING

     

    Section
      6.1.  Limitations
      on Voting Rights.  (a) Except
      as provided in this Section, in Sections
      5.14,
      8.10
      and
10.2
      and in
      the Indenture, and as otherwise required by law, no Holder of Preferred
      Securities shall have any right to vote or in any manner otherwise control
      the
      administration, operation and management of the Trust or the obligations of
      the
      parties hereto, nor shall anything herein set forth, or contained in the terms
      of the Trust Securities Certificates, be construed so as to constitute the
      Securityholders from time to time as partners or members of an
      association.

     

    (b)  So
      long
      as any Debentures are held by the Property Trustee for the benefit of the Trust,
      the Property Trustee shall not (i) direct the time, method or place of
      conducting any proceeding for any remedy available to the Debenture Trustee,
      or
      exercising any trust or power conferred on the Debenture Trustee with respect
      to
      such Debentures, (ii) waive any past default which is waivable under the
      Indenture, (iii) exercise any right to rescind or annul a declaration that
      the principal of all the Debentures shall be due and payable or
      (iv) consent to any amendment, modification or termination of the Indenture
      or the Debentures, where such consent shall be required, without, in each case,
      obtaining the prior approval of the Holders of at least a Majority in
      Liquidation Amount of all Outstanding Preferred Securities; provided,
      however,
      that
      where a consent under the Indenture would require the consent of each holder
      of
      Debentures affected thereby, no such consent shall be given by the Property
      Trustee without the prior written consent of each Holder of Preferred
      Securities. The Property Trustee shall not revoke any action previously
      authorized or approved by a vote of the Holders of Preferred Securities, except
      by a subsequent vote of the Holders of Preferred Securities. Subject to
Section 8.3,
      the
      Property Trustee shall notify all Holders of the Preferred Securities of any
      notice of default received from the Debenture Trustee with respect to the
      Debentures. In addition to obtaining the foregoing approvals of the Holders
      of
      the Preferred Securities, prior to taking any of the foregoing actions, the
      Property Trustee shall, at the expense of the Depositor, obtain an Opinion
      of
      Counsel to the effect that such action shall not cause the Trust to be
      classified as an association taxable as a corporation or as other than a grantor
      trust for United States federal income tax purposes.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    (c)  If
      any
      proposed amendment to the Trust Agreement provides for, or the Trustees
      otherwise propose to effect, (i) any action that would adversely affect in
      any material respect the powers, preferences or special rights of the Preferred
      Securities, whether by way of amendment to the Trust Agreement or otherwise,
      or
      (ii) the dissolution, winding-up or termination of the Trust, other than
      pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
      Preferred Securities as a class will be entitled to vote on such amendment
      or
      proposal and such amendment or proposal shall not be effective except with
      the
      approval of the Holders of at least a Majority in Liquidation Amount of the
      Outstanding Preferred Securities, except as otherwise provided in Section 10.2(c).
      Notwithstanding any other provision of this Trust Agreement, no amendment to
      this Trust Agreement may be made if, as a result of such amendment, it would
      cause the Trust to be classified as an association taxable as a corporation
      or
      as other than a grantor trust for United States federal income tax
      purposes.

     

    The
      Holders of a Majority in Liquidation Amount of the Preferred Securities at
      the
      time Outstanding shall have the right to direct the time, method, and place
      of
      conducting any proceeding for any remedy available to the Property Trustee,
      or
      exercising any trust or power conferred on the Property Trustee with respect
      to
      such Preferred Securities; provided,
      however,
      that,
      the Property Trustee shall have the right to decline to follow any such
      direction if the Property Trustee being advised by Opinion of Counsel determines
      that the action so directed may not lawfully be taken, or if the Property
      Trustee in good faith shall determine that the proceedings so directed would
      be
      illegal or involve it in personal liability or be unduly prejudicial to the
      rights of Holders of Preferred Securities not parties to such direction, and
      provided,
      further,
      that
      nothing in the Trust Agreement shall impair the right of the Property Trustee
      to
      take any action deemed proper by the Property Trustee and which is not
      inconsistent with such direction by such Securityholders.

     

    Section
      6.2.  Notice
      of Meetings.
      Notice
      of
      all meetings of the Preferred Securityholders, stating the time, place and
      purpose of the meeting, shall be given by the Property Trustee pursuant to
      Section 10.8
      to each
      Preferred Securityholder of record, at his 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.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Section
      6.4.  Voting
      Rights.
      Securityholders
      shall be entitled to one vote for each $_____ of Liquidation Amount represented
      by their Trust Securities in respect of any matter as to which such
      Securityholders 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 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.
      The form on which the consent or vote is submitted shall either identify the
      beneficial owner of the Trust Security as a United States Person, or otherwise
      provide:

     

    “The
      beneficial owner of the Trust Security agrees that it hereby irrevocably
      appoints __________, a United States Person, with discretionary powers to act
      as
      its agent with respect to consents and other votes.”

     

    and
      the
      vote or consent should be submitted by such agent.

     

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

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    Section
      6.7.  Securityholder
      Action by Written Consent.
      Any
      action which may be taken by Securityholders at a meeting may be taken without
      a
      meeting and without prior notice if Securityholders holding a Majority in
      Liquidation Amount of all Outstanding Trust Securities entitled to vote in
      respect of such action (or such larger proportion thereof as shall be required
      by any express provision of this Trust Agreement) shall consent to the action
      in
      writing.

     

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

     

    Section
      6.9.  Acts
      of Securityholders.
      Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided or permitted by this Trust Agreement to be given, made or taken
      by Securityholders may be embodied in and evidenced by one or more instruments
      of substantially similar tenor signed by such Securityholders in person or
      by an
      agent duly appointed in writing; and, except as otherwise expressly provided
      herein, such action shall become effective when such instrument or instruments
      representing the requisite number of Securityholders (based upon Liquidation
      Amounts) are delivered to an Administrative Trustee. Such instrument or
      instruments (and the action embodied therein and evidenced thereby) are herein
      sometimes referred to as the “Act” of the Securityholders signing such
      instrument or instruments. Proof of execution of any such instrument or of
      a
      writing appointing any such agent shall be sufficient for any purpose of this
      Trust Agreement and (subject to Section 8.2)
      conclusive in favor of the Trustees, if made in the manner provided in this
      Section.

     

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

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    If
      any
      dispute shall arise among the Securityholders and the Administrative Trustees
      or
      among such Securityholders or Trustees with respect to the authenticity,
      validity or binding nature of any request, demand, authorization, direction,
      consent, waiver or other Act of such Securityholder or Administrative Trustees
      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 Trust shall be open to inspection by Securityholders during
      normal business hours for any purpose reasonably related to such
      Securityholder’s interest as a Securityholder.

     

    ARTICLE
      VII

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section
      7.1.  Representations
      and Warranties of the Property Trustee and the Delaware Trustee.
      The
      Property Trustee and the Delaware Trustee, each severally on behalf of and
      as to
      itself, hereby represents and warrants for the benefit of the Depositor and
      the
      Securityholders that:

     

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

     

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

     

    (c)  the
      Delaware Trustee is a corporation duly organized, validly existing and in good
      standing with its principal place of business in the State of
      Delaware;

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    (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, or (ii) violate
      any law, governmental rule or regulation of the State of New York or the State
      of Delaware, as the case may be, governing the banking 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; and

     

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

     

    Any
      successor Property Trustee and Delaware Trustee shall make similar
      representations and warranties as contained in this Section 7.1
      for the
      benefit of the Depositor and the Securityholders.

     

    Section
      7.2.  Representations
      and Warranties of Depositor.
      The
      Depositor hereby represents and warrants for the benefit of the Securityholders
      that:

     

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

     

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

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII

     

    THE
      TRUSTEES 

     

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

     

    (b)  There
      shall at all times be one or more Administrative Trustees hereunder with respect
      to the Trust Securities, who shall be appointed by the Holder of Common
      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. Each of the individuals identified
      as an
“Administrative
      Trustee”
in
      the
      preamble of this Trust Agreement hereby accepts his or her appointment as
      such.

     

    (c)  If
      required by the Delaware Statutory Trust Act, there shall at all times be a
      Delaware Trustee with respect to the Trust Securities. The Delaware Trustee
      shall either be (i) a natural person who is at least 21 years of age and a
      resident of the State of Delaware or (ii) a legal entity with its principal
      place of business in the State of Delaware and that otherwise meets the
      requirements of applicable Delaware law that shall act through one or more
      persons authorized to bind such entity. If at any time the Delaware Trustee
      shall cease to be eligible in accordance with the provisions of this Section,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article.

     

    Section
      8.2.  Certain
      Duties and Responsibilities.  (a) The
      rights, immunities, duties and responsibilities of the Trustees shall be as
      provided by this Trust Agreement and, in the case of the Property Trustee,
      by
      the Trust Indenture Act and no implied covenants or obligations shall be read
      into this Trust Agreement against the Property Trustee. Notwithstanding the
      foregoing, no provision of this Trust Agreement shall require the Trustees
      to
      expend or risk their own funds or otherwise incur any financial liability in
      the
      performance of any of their duties hereunder, or in the exercise of any of
      their
      rights or powers, if they shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to them. In the absence of bad faith on its part, the
      Property Trustee may conclusively rely, as to the truth of the statements and
      the correctness of the opinions expressed therein, upon certificates or opinions
      furnished to the Property Trustee and conforming to the requirements of this
      Trust Agreement. Whether or not therein expressly so provided, every provision
      of this Trust Agreement relating to the conduct or affecting the liability
      of or
      affording protection to the Trustees shall be subject to the provisions of
      this
      Section. Nothing in this Trust Agreement shall be construed to release an
      Administrative Trustee or the Delaware Trustee from liability for his own gross
      negligence or willful misconduct. To the extent that, at law or in equity,
      an
      Administrative Trustee or the Delaware Trustee has duties (including fiduciary
      duties) and liabilities relating thereto to the Trust or to the Securityholders,
      such Administrative Trustee and the Delaware Trustee shall not be liable to
      the
      Trust or any other Trustee or to any Securityholder for such Administrative
      Trustee’s or the Delaware Trustee’s good faith reliance on the provisions of
      this Trust Agreement. The provisions of this Trust Agreement, to the extent
      that
      they restrict the duties and liabilities of the Administrative Trustees and
      the
      Delaware Trustee otherwise existing at law or in equity, are agreed by the
      Depositor, the Trustees and the Securityholders to replace such other duties
      and
      liabilities of the Administrative Trustees and the Delaware
      Trustee.

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    (b)  All
      payments made by the Property Trustee or a Paying Agent in respect of the Trust
      Securities shall be made only from the revenue and proceeds from the Trust
      Property and only to the extent that there shall be sufficient revenue or
      proceeds from the Trust Property to enable the Property Trustee or a Paying
      Agent to make payments in accordance with the terms hereof. Each Securityholder,
      by its acceptance of a Trust Security, agrees that it will look solely to the
      revenue and proceeds from the Trust Property to the extent legally available
      for
      distribution to it as herein provided and that the Trustees are not personally
      liable to it for any amount distributable in respect of any Trust Security
      or
      for any other liability in respect of any Trust Security. This Section 8.2(b)
      does not
      limit the liability of the Trustees expressly set forth elsewhere in this Trust
      Agreement or, in the case of the Property Trustee, in the Trust Indenture
      Act.

     

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

     

    (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 10.10), 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), 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
      10.10), 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 10.10); and 

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    (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 not less than a Majority in Liquidation Amount of the Preferred Securities
      or
      the Common Securities relating to the time, method and place of conducting
      any
      proceeding for any remedy available to the Property Trustee, or exercising
      any
      trust or power conferred upon the Property Trustee under this Trust
      Agreement;

     

    (iv)  the
      Property Trustee’s sole duty with respect to the custody, safe keeping and
      physical preservation of the Trust Property 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;

     

    (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; and

     

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

     

    Section
      8.3.  Certain
      Notices.
      Within
      five Business Days after the occurrence of any Event of Default actually known
      to an officer of the Property Trustee assigned to its Corporate Trust Office,
      the Property Trustee shall transmit, in the manner and to the extent provided
      in
Section 10.8,
      notice
      of such Event of Default to the Securityholders, the Administrative Trustees
      and
      the Depositor, unless such Event of Default shall have been cured or
      waived.

     

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

     

    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    

     

    Section
      8.4.  Certain
      Rights of Property Trustee.
      Subject
      to the provisions of Section 8.2:
      

     

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

     

    (b)  if
      (i) in performing its duties under this Trust Agreement the Property
      Trustee is required to decide between alternative courses of action or
      (ii) in construing any of the provisions of this Trust Agreement the
      Property Trustee finds the same ambiguous or inconsistent with any other
      provisions contained herein or (iii) the Property Trustee is unsure of the
      application of any provision of this Trust Agreement, then, except as to any
      matter as to which the Preferred Securityholders are entitled to vote under
      the
      terms of this Trust Agreement, the Property Trustee shall deliver a notice
      to
      the Depositor requesting written instructions of the Depositor as to the course
      of action to be taken and the Property Trustee shall take such action, or
      refrain from taking such action, as the Property Trustee shall be instructed
      in
      writing to take, or to refrain from taking, by the Depositor; provided,
      however,
      that if
      the Property Trustee does not receive such instructions of the Depositor within
      ten Business Days after it has delivered such notice, or such reasonably shorter
      period of time set forth in such notice (which to the extent practicable shall
      not be less than two Business Days), it may, but shall be under no duty to,
      take
      or refrain from taking such action as it shall deem advisable and in the best
      interests of the Securityholders, in which event the Property Trustee shall
      have
      no liability except for its own bad faith, negligence or willful
      misconduct;

     

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

     

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

     

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

     

    (f)  the
      Property Trustee may consult with counsel (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;

     

    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    

     

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

     

    (h)  the
      Property Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, consent, order, approval, bond, debenture, note or
      other evidence of indebtedness or other paper or document, unless requested
      in
      writing to do so by one or more Securityholders, but the Property Trustee may
      make such further inquiry or investigation into such facts or matters as it
      may
      see fit and, if the Property Trustee shall determine to make such inquiry or
      investigation, it shall be entitled to examine the books, records and premises
      of the Depositor, personally or by agent or attorney upon reasonable prior
      written notice and during normal business hours;

     

    (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 not be responsible for any misconduct or negligence
      on
      the part of, or for the supervision of, any such agent or attorney appointed
      with due care by it hereunder;

     

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

     

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

     

    (l)  the
      Property Trustee shall not be charged with knowledge of an Event of Default
      unless an officer of the Property Trustee assigned to its Corporate Trust Office
      obtains actual knowledge of such event or the Property Trustee receives written
      notice of such event from the Depositor, any Trustee or Administrative Trustee
      or Securityholders.

     

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Section
      8.6.  May
      Hold Securities.
      Any
      Trustee or any other agent of any Trustee or the Trust, in its individual or
      any
      other capacity, may become the owner or pledgee of Trust Securities and, subject
      to Section 8.8
      and to
      Section 311 of the Trust Indenture Act and except as provided in the
      definition of the term “Outstanding” in Article I, may otherwise deal with
      the Trust with the same rights it would have if it were not a Trustee or such
      other agent.

     

    Section
      8.7.  Compensation;
      Indemnity; Fees.
      The
      Depositor agrees: 

     

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

     

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

     

    (c)  to
      the
      fullest extent permitted by applicable law, to indemnify and hold harmless
      (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
      officer, director, shareholder, employee, representative or agent of any
      Trustee, and (iv) any employee or agent of the Trust or its Affiliates,
      (referred to herein as an “Indemnified
      Person”)
      from
      and against any loss, damage, liability, tax (other than income, franchise
      or
      similar taxes imposed on amounts paid pursuant to section (a) or (b) of this
      Section
      8.7),
      penalty, expense or claim of any kind or nature whatsoever incurred without
      negligence or bad faith on its part, arising out of or in connection with the
      acceptance or administration of the trust or trusts hereunder, including the
      costs and expenses of defending itself against any claim or liability in
      connection with the exercise or performance of any of its powers or duties
      hereunder; and

     

    (d)  to
      the
      fullest extent permitted by applicable law, to advance expenses (including
      legal
      fees) incurred by an Indemnified Person in defending any claim, demand, action,
      suit or proceeding which shall be advanced, from time to time, prior to the
      final disposition of such claim, demand, action, suit or proceeding upon receipt
      by the Depositor of (x) a written affirmation by or on behalf of the Indemnified
      Person of its or his good faith belief that it or he has met the standard of
      conduct set forth in this Section 8.7
      and (y)
      an undertaking by or on behalf of the Indemnified Person to repay such amount
      if
      it shall be determined that the Indemnified Person is not entitled to be
      indemnified as authorized in the preceding subsection.

     

    
      
        
        

      

      
        -41-

        
          

        

      

      
        
        

      

    

     

    
      The
        provisions of this Section 8.7
        shall
        survive the termination of this Trust Agreement and the resignation or removal
        of any Trustee.

       

      No
        Trustee may claim any lien or charge on any Trust Property as a result of
        any
        amount due pursuant to this Section 8.7.

       

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

       

      Section
        8.8.  Conflicting
        Interests. If
        the
        Property Trustee has or shall acquire a conflicting interest within the meaning
        of the Trust Indenture Act, the Property Trustee shall either eliminate such
        interest or resign, to the extent and in the manner provided by, and subject
        to
        the provisions of, the Trust Indenture Act and this Trust Agreement. The
        Guarantee; the Indenture and the securities issued or to be thereunder; any
        Preferred Securities Guarantee Agreement relating to a Bear Stearns Trust
        (as
        defined in the Indenture and the Existing Indenture) between the Depositor
        and
        The Bank of New York, as guarantee trustee; any Amended and Restated Trust
        Agreement relating to a Bear Stearns Trust among the Depositor, as depositor,
        The Bank of New York, as property trustee, The Bank of New York (Delaware),
        as
        Delaware trustee, the administrative trustees named therein and the several
        holders, and the Existing Indenture and the securities issued or to be issued
        thereunder shall be deemed to be sufficiently described in this Trust Agreement
        for the purposes of clause (i) of the first provisio
        contained in Section 310(b) of the Trust Indenture Act.

       

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

       

      
        
          
          

        

        
          -42-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          -43-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Section
        8.10.  Resignation
        and Removal; Appointment of Successor.
        No
        resignation or removal of any Trustee (other than an Administrative Trustee)
        (the “Relevant
        Trustee”)
        and no
        appointment of a successor Trustee (other than an Administrative Trustee)
        pursuant to this Article shall become effective until the acceptance of
        appointment by the successor Trustee (other than an Administrative 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 Securityholders. If the instrument
        of acceptance by the successor 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 Trust, any court of competent jurisdiction for the appointment
        of
        a successor Relevant Trustee.

       

      Unless
        a
        Debenture Event of Default shall have occurred and be continuing any Trustee
        may
        be removed at any time by the Holder of the Common Securities. If a Debenture
        Event of Default has occurred and is continuing, the Property Trustee or
        the
        Delaware Trustee, or both of them, may be removed by Act of the Holders of
        a
        Majority in Liquidation Amount of the Preferred Securities, delivered to
        the
        Relevant Trustee (in its individual capacity and on behalf of the Trust).
        In no
        event will the Holders of the Preferred Securities have the right to vote
        to
        appoint, remove or replace the Administrative Trustees, which voting rights
        are
        vested exclusively in the Depositor, as Holder of the Common
        Securities.

       

      If
        any
        Trustee (other than an Administrative Trustee) shall resign, be removed or
        become incapable of acting as Trustee, or if a vacancy shall occur in the
        office
        of any Trustee (other than an Administrative Trustee) for any cause, at a
        time
        when no Debenture Event of Default shall have occurred and be continuing,
        the
        Holder of the Common Securities, by Act of the Holder of the Common Securities,
        delivered to the retiring Trustee, shall promptly appoint a successor Trustee
        or
        Trustees, and the retiring Trustee shall comply with the applicable requirements
        of Section 8.11.
        If any
        Trustee (other than an Administrative Trustee) shall resign, be removed or
        become incapable of acting as Trustee, at a time when a Debenture Event of
        Default Exists, the Holders of the Preferred Securities, by Act of the Holders
        of a Majority in Liquidation Amount of the Preferred Securities then Outstanding
        delivered to the retiring Relevant Trustee, shall promptly appoint a successor
        Relevant Trustee or Trustees, and each successor Trustee shall comply with
        the
        applicable requirements of Section 8.11.
        If an
        Administrative Trustee shall resign, be removed or become incapable of acting
        as
        Administrative Trustee, the Holder of Common Securities by Act of the Holder
        of
        Common Securities delivered to the Administrative Trustee shall promptly
        appoint
        a successor Administrative Trustee or Administrative Trustees and such successor
        Administrative Trustee or Administrative Trustees shall comply with the
        applicable requirements of Section 8.11.
        If no
        successor Relevant Trustee shall have been so appointed by the Holder of
        the
        Common Securities or the Holders of the Preferred Securities and accepted
        appointment in the manner required by Section 8.11,
        any
        Holder who has been a Holder of Trust Securities for at least six months
        may, on
        behalf of himself and all other similarly situated, petition any court of
        competent jurisdiction for the appointment of a successor Relevant
        Trustee.

       

      
        
          
          

        

        
          -44-

          
            

          

        

        
          
          

        

      

       

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

       

      Notwithstanding
        the foregoing or any other provision of this Trust Agreement, in the event
        any
        Administrative Trustee or a Delaware Trustee who is a natural person dies
        or
        becomes, in the opinion of the Depositor, incompetent or incapacitated, the
        vacancy created by such death, incompetence or incapacity may be filled by
        (a) the unanimous act of remaining Administrative Trustees if there are at
        least two of them prior to such vacancy or (b) otherwise by the Depositor
        (with the successor in each case being a Person who satisfies the eligibility
        requirement for Administrative Trustees or Delaware Trustee, as the case
        may be,
        set forth in Section 8.1).

       

      Section
        8.11.  Acceptance
        of Appointment by Successor.
        In
        case
        of the appointment hereunder of a successor Relevant Trustee, the retiring
        Relevant Trustee and each successor Relevant Trustee shall execute and deliver
        an amendment hereto wherein each successor Relevant Trustee shall accept
        such
        appointment and which shall contain such provisions as shall be necessary
        or
        desirable to transfer and confirm to, and to vest in, each successor Relevant
        Trustee all the rights, powers, trusts and duties of the retiring Relevant
        Trustee with respect to the Trust Securities and the Trust. Upon the execution
        and delivery of such amendment the resignation or removal of the retiring
        Relevant Trustee shall become effective to the extent provided therein and
        each
        such successor Relevant Trustee, without any further act, deed or conveyance,
        shall become vested with all the rights, powers, trusts and duties of the
        retiring Relevant Trustee; but, on request of the Trust or any successor
        Relevant Trustee such retiring Relevant Trustee shall, upon payment of its
        charges, duly assign, transfer and deliver to such successor Relevant Trustee
        all Trust Property, all proceeds thereof and money held by such retiring
        Relevant Trustee hereunder with respect to the Trust Securities and the
        Trust.

       

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

       

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

       

      
        
          
          

        

        
          -45-

          
            

          

        

        
          
          

        

      

       

      Section
        8.13.  Property
        Trustee May File Proofs of Claim.
        In
        case
        of the pendency of any receivership, insolvency, liquidation, bankruptcy,
        reorganization, arrangement, adjustment, composition or other similar judicial
        proceeding relative to the Trust or any other obligor upon the Trust Securities
        or the property of the Trust or of such other obligor or their creditors,
        the
        Property Trustee (irrespective of whether any Distributions or other amounts
        due
        on the Trust Securities shall then be due and payable as therein expressed
        or by
        declaration or otherwise and irrespective of whether the Property Trustee
        shall
        have made any demand on the Trust for the payment of any past due Distributions
        or such other amounts) 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 and other amounts
        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 under Section 8.7.

       

      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 composition affecting the Trust
        Securities or the rights of any Holder thereof or to authorize the Property
        Trustee to vote in respect of the claim of any Holder in any such
        proceeding.

       

      Section
        8.14.  Reports
        by Property Trustee.  (a) Within
        60 days after May 15 of each year, the Property Trustee shall transmit to
        all
        Securityholders in accordance with Section 10.8,
        and to
        the Depositor, a brief report dated as of May 15 concerning the Property
        Trustee
        and its actions under this Trust Agreement if and as may be required pursuant
        to
        Section 313(a) of the Trust Indenture Act.

       

      
        
          
          

        

        
          -46-

          
            

          

        

        
          
          

        

      

       

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

       

      (c)  A
        copy of
        each such report shall, at the time of such transmission to Holders, be filed
        by
        the Property Trustee with any exchange, interdealer quotation system or
        self-regulatory organization upon which the Trust Securities are designated
        for
        trading, and with the Depositor. The Depositor will notify the Property Trustee
        when and as the Preferred Securities become so designated for
        trading.

       

      Section
        8.15.  Reports
        to the Property Trustee.
        Within
        60
        days after May 15 of each year, the Depositor and the Administrative Trustee
        on
        behalf of the Trust shall provide to the Property Trustee such documents,
        reports and information as required by Section 314 of the Trust Indenture
        Act (if any) and the compliance certificate required by Section 314(a)(4)
        of the Trust Indenture Act in the form, in the manner and at the times required
        by Section 314 of the Trust Indenture Act.

       

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

       

      Section
        8.17.  Number
        of Trustees.  (a) The
        number of Trustees (other than the Administrative Trustees) shall be two.
        The
        Property Trustee and the Delaware Trustee may be the same Person, in which
        case,
        the number of Trustees (other than the Administrative Trustees) shall be
        one.

       

      (b)  If
        a
        Trustee ceases to hold office for any reason the vacancy shall be filled
        with a
        Trustee appointed in accordance with the provisions of Section 8.10.

       

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

       

      Section
        8.18.  Delegation
        of Power.  (a) Any
        Administrative Trustee may, by power of attorney consistent with applicable
        law,
        delegate to any other natural person over the age of 21 his or her power
        for the
        purpose of executing any documents contemplated in Section 2.7(a)
        or
        mailing any other governmental filing; and

       

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

       

      
        
          
          

        

        
          -47-

          
            

          

        

        
          
          

        

      

       

      Section
        8.19.  Delaware
        Trustee.  (a) Notwithstanding
        any other provision of this Trust Agreement, 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 Administrative Trustees or the Property
        Trustee described in this Trust Agreement. The Delaware Trustee shall be
        a
        trustee for the sole and limited purpose of fulfilling the requirements of
        Section 3807 of the Delaware Statutory Trust Act.

       

      (b)  It
        is
        expressly understood and agreed by the parties hereto that in fulfilling
        its
        obligations as Delaware Trustee hereunder on behalf of the Trust (i) any
        agreements or instruments executed and delivered by The Bank of New York
        (Delaware) are executed and delivered not in its individual capacity but
        solely
        as Delaware Trustee under this Trust Agreement in the exercise of the powers
        and
        authority conferred and vested in it, (ii) each of the representations,
        undertakings and agreements herein made on the part of the Trust is made
        and
        intended not as representations, warranties, covenants, undertakings and
        agreements by The Bank of New York (Delaware) in its individual capacity
        but is
        made and intended for the purpose of binding only the Trust, and
        (iii) under no circumstances shall The Bank of New York (Delaware) in its
        individual capacity be personally liable for the payment of any indebtedness
        or
        expenses of the Trust or be liable for the breach or failure of any obligation,
        representation, warranty or covenant made or undertaken by the Trust under
        this
        Trust Agreement, except if such breach or failure is due to any gross negligence
        or willful misconduct of the Delaware Trustee.

       

      ARTICLE
        IX


       

      DISSOLUTION,
        LIQUIDATION AND MERGER

       

      Section
        9.1.  Dissolution
        Upon Expiration Date.
        Unless
        earlier dissolved, the Trust shall automatically dissolve on _________, 20__
        (the “Expiration
        Date”).
        Thereafter, the Trust Property shall be distributed in accordance with
Section 9.4.

       

      Section
        9.2.  Early
        Dissolution.
        The
        first
        to occur of any of the following events is an “Early Termination Event,” the
        occurrence of which shall cause a dissolution of the Trust:

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          -48-

          
            

          

        

        
          
          

        

      

       

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

       

      Section
        9.4.  Liquidation.  (a) If
        an Early Termination Event specified in clause (a), (b) or (d) of Section 9.2
        occurs
        or upon the Expiration Date, the Trust shall be liquidated by the Trustees
        as
        expeditiously as the Trustees determine to be possible by distributing, after
        satisfaction of liabilities to creditors of the Trust as provided by applicable
        law, to each Securityholder a Like Amount of Debentures, subject to Section 9.4(d).
        Notice
        of liquidation shall be given by the Property Trustee by first-class mail,
        postage prepaid mailed not later than 15 nor more than 60 days prior to the
        Liquidation Date to each Holder of Trust Securities at such Holder’s address
        appearing in the Securities Register. All notices of liquidation
        shall:

       

      (i)  state
        the
        Liquidation Date;

       

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

       

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

       

      (b)  Except
        where Section 9.2(c)
        or
9.4(d)
        applies,
        in order to effect the liquidation of the Trust and distribution of the
        Debentures to Securityholders, the Property Trustee shall establish a record
        date for such distribution (which shall be not more than 45 days nor less
        than 15 days prior to the Liquidation Date) and, either itself acting as
        exchange agent or through the appointment of a separate exchange agent, shall
        establish such procedures as it shall deem appropriate to effect the
        distribution of Debentures in exchange for the Outstanding Trust Securities
        Certificates.

       

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

       

      
        
          
          

        

        
          -49-

          
            

          

        

        
          
          

        

      

       

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

       

      Section
        9.5.  Mergers,
        Consolidations, Conversions, Amalgamations or Replacements of the
        Trust.
        The
        Trust
        may not merge with or into, consolidate, convert into, amalgamate, or be
        replaced by, or convey, transfer or lease its properties and assets
        substantially as an entirety to any Person, except pursuant to this
        Article IX. At the request of the Holder of a Majority in Liquidation
        Amount of the Common Securities, without the consent of the Holders of the
        Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
        may merge with or into, consolidate, convert into, 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 Trust with respect to the Preferred Securities or
        (b) substitutes for the Preferred Securities other securities having
        substantially the same terms as the Preferred Securities (the “Successor
        Securities”)
        so
        long as the Successor Securities rank the same as the Preferred Securities
        rank
        in priority with respect to distributions and payments upon liquidation,
        redemption and otherwise, (ii) the Depositor expressly appoints a trustee
        of such successor entity possessing the same powers and duties as the Property
        Trustee as the holder of the Debentures, (iii) such merger, consolidation,
        amalgamation, replacement, conveyance, transfer or lease does not cause the
        Preferred Securities (including any Successor Securities) to be downgraded
        by
        any nationally recognized statistical rating organization, (iv) such
        merger, consolidation, conversion, amalgamation, replacement, conveyance,
        transfer or lease does not adversely affect the rights, preferences and
        privileges of the Holders of the Preferred Securities (including any Successor
        Securities) in any material respect, (v) such successor entity has a
        purpose substantially identical to that of the Trust, (vi) prior to such
        merger, consolidation, conversion, amalgamation, replacement, conveyance,
        transfer or lease, the Depositor has received an Opinion of Counsel from
        independent counsel to the Trust experienced in such matters to the effect
        that
        (a) such merger, consolidation, conversion, amalgamation, replacement,
        conveyance, transfer or lease does not adversely affect the rights, preferences
        and privileges of the Holders of the Preferred Securities (including any
        Successor Securities) in any material respect, and (b) following such
        merger, consolidation, conversion, amalgamation, replacement, conveyance,
        transfer or lease, neither the Trust nor such successor entity will be required
        to register as an investment company under the 1940 Act and neither the Trust
        nor such successor entity will be classified as an association or a publicly
        traded partnership taxable as a corporation for U.S. federal income tax purposes
        and (vii) the Depositor owns all of the common securities of such successor
        entity and guarantees the obligations of such successor entity under the
        Successor Securities at least to the extent provided by the Guarantee.
        Notwithstanding the foregoing, the Trust shall not, except with the consent
        of
        Holders of 100% in Liquidation Amount of the Trust Securities, consolidate,
        convert into, amalgamate, merge with or into, or be replaced by or convey,
        transfer or lease its properties and assets substantially as an entirety
        to any
        other Person or permit any other Person to consolidate, amalgamate, merge
        with
        or into, or replace it if such consolidation, conversion, amalgamation, merger,
        replacement, conveyance, transfer or lease would have a material adverse
        affect
        on the tax characterization of the Trust or the tax consequences of any Holder
        or beneficial owner of Preferred Securities or Common Securities.

       

      
        
          
          

        

        
          -50-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        X


       

      MISCELLANEOUS
        PROVISIONS

       

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

       

      Section
        10.2.  Amendment.  (a) This
        Trust Agreement may be amended from time to time by the Trustees, and the
        Holders of a Majority in Liquidation Amount of the Common Securities, without
        the consent of any Holders of the Preferred Securities, (i) to cure any
        ambiguity, correct or supplement any provision herein which may be inconsistent
        with any other provision herein, or to make any other provisions with respect
        to
        matters or questions arising under this Trust Agreement, which shall not
        be
        inconsistent with the other provisions of this Trust Agreement, or (ii) to
        modify, eliminate or add to any provisions of this Trust Agreement to such
        extent as shall be reasonably necessary to ensure that the Trust will be
        classified for United States federal income tax purposes as a grantor trust
        at
        all times that any Trust Securities are outstanding or to ensure that the
        Trust
        will not be required to register as an investment company under the 1940
        Act;
provided,
        however,
        that in
        the case of clause (i), such action shall not adversely affect in any material
        respect the interests of any Securityholder, and any such amendments of this
        Trust Agreement shall become effective when notice thereof is given to the
        Securityholders.

       

      
        
          
          

        

        
          -51-

          
            

          

        

        
          
          

        

      

       

      (b)  Except
        as
        provided in Section 10.2(c)
        hereof,
        any provision of this Trust Agreement may be amended by the Trustees and
        the
        Holders of a Majority in Liquidation Amount of the Common Securities with
        (i) the consent of Securityholders representing not less than a Majority in
        Liquidation Amount of the Trust Securities then Outstanding and
        (ii) receipt by the Trustees of an Opinion of Counsel to the effect that
        such amendment or the exercise of any power granted to the Trustees in
        accordance with such amendment will not have a material adverse affect on
        the
        tax characterization of the Trust or the tax consequences of any Holder or
        beneficial owner of Preferred Securities or Common Securities and will not
        affect the Trust’s exemption from status of an investment company under the 1940
        Act.

       

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

       

      (d)  Notwithstanding
        any other provisions of this Trust Agreement, no Trustee shall enter into
        or
        consent to any amendment to this Trust Agreement which would cause the Trust
        to
        fail or cease to qualify for the exemption from status of an investment company
        under the 1940 Act or fail or cease to be classified as a grantor trust for
        United States federal income tax purposes, or would cause the Debentures
        to fail
        or cease to be treated as indebtedness of the Depositor for United States
        federal income tax purposes, or would otherwise have a material adverse affect
        on the tax characterization of the Trust or the tax consequences of any Holder
        or beneficial owner of Preferred Securities or Common Securities.

       

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

       

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

       

      (g)  Neither
        the Property Trustee nor the Delaware Trustee shall be required to enter
        into
        any amendment to this Trust Agreement which affects its own rights, duties
        or
        immunities under this Trust Agreement. The Property Trustee shall be entitled
        to
        receive an Opinion of Counsel and an Officers’ Certificate stating that any
        amendment to this Trust Agreement is in compliance with this Trust Agreement
        and
        that all conditions precedent provided for relating to such action have been
        met.

       

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

       

      
        
          
          

        

        
          -52-

          
            

          

        

        
          
          

        

      

       

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

       

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

       

      Section
        10.6.  Successors.
        This
        Trust Agreement shall be binding upon and shall inure to the benefit of any
        successor to the Depositor, the Trust or the Relevant Trustee, including
        any
        successor by operation of law. Except in connection with transactions permitted
        under Article XI of the Indenture and pursuant to which the assignee agrees
        in writing to perform the Depositor’s obligations hereunder, the Depositor shall
        not assign its obligations hereunder.

       

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

       

      Section
        10.8.  Reports,
        Notices and Demands.
        Any
        report, notice, demand or other communication which by any provision of this
        Trust Agreement is required or permitted to be given or served to or upon
        any
        Securityholder or the Depositor may be given or served in writing by deposit
        thereof, first-class postage prepaid, in the United States mail, hand delivery
        or facsimile transmission, in each case, addressed, (a) in the case of a
        Preferred Securityholder, to such Preferred Securityholder as such
        Securityholder’s name and address may appear on the Securities Register; and
        (b) in the case of the Common Securityholder or the Depositor, to The Bear
        Stearns Companies Inc., 383 Madison Avenue, New York, New York 10179, Attention:
        Corporate Secretary, Facsimile No.: (212) 272-8239 (until another address
        is
        designated by notice to the Trustees). Such notice, demand or other
        communication to or upon a Securityholder shall be deemed to have been
        sufficiently given or made, for all purposes, upon hand delivery, mailing
        or
        transmission. Any notice, demand or other communication which by any provision
        of this Trust Agreement is required or permitted to be given or served to
        or
        upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative
        Trustees shall be given in writing addressed (until another address is
        designated by notice to the other parties hereto) as follows: (a) with
        respect to the Property Trustee, to The Bank of New York, 101 Barclay Street,
        New York, NY 10286, Attention: Corporate Finance Group; (b) with respect to
        the Delaware Trustee, to The Bank of New York (Delaware), 502 White Clay
        Center,
        Route 273, PO Box 6973, Newark, DE 19711; (c) with respect to the
        Administrative Trustees, to them at the address above for notices to the
        Depositor, marked “Attention: Administrative Trustees of Bear Stearns Capital
        Trust __” and (d) with respect to the Trust, c/o The Bear Stearns Companies
        Inc., 383 Madison Avenue, New York, New York, 10179, Attention: Corporate
        Secretary. Such notice, demand or other communication to or upon the Trust,
        the
        Administrative Trustees, the Property Trustee or the Delaware Trustee shall
        be
        deemed to have been sufficiently given or made only upon actual receipt of
        the
        writing by the Trust, the Administrative Trustees, the Property Trustee or
        the
        Delaware Trustee, as the case may be.

       

      
        
          
          

        

        
          -53-

          
            

          

        

        
          
          

        

      

       

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

       

      Section
        10.10.  Trust
        Indenture Act; Conflict with Trust Indenture Act.  (a) This
        Trust Agreement is subject to the provisions of the Trust Indenture Act and
        shall, to the extent applicable, be governed by such provisions.

       

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

       

      (c)  If
        any
        provision hereof limits, qualifies or conflicts with the duties deemed imposed
        under Section 310 through 317 of the Trust Indenture Act, such deemed
        duties shall control. If any provision of this Trust Agreement modifies or
        excludes any provision of the Trust Indenture Act which may be so modified
        or
        excluded, the latter provision shall be deemed to apply to this Trust Agreement
        as so modified or excluded, as the case may be.

       

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

       

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

       

      Section
        10.12.  Counterparts.
        This
        Trust Agreement 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.

       

      
        
          
          

        

        
          -54-

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have executed this Amended and Restated Trust
        Agreement of Bear Stearns Capital Trust __ as of the date first above
        written.

       

      
        	 	 	 
	 	
                THE
                  BEAR STEARNS COMPANIES INC., 
                  as
                    Depositor

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

              
	 	
                Title:

              


      

       

      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK, 
                  as
                    Property Trustee

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

              
	 	
                Title:

              


      

       

      
        	 	 	 
	 	
                THE
                  BANK OF NEW YORK (DELAWARE), 

                as
                  Delaware Trustee

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

              
	 	
                Title:

              


      

        

      
        	 	 	 
	
              	
              	
              
	 	
                

                [               ],

              
	 	    
                as Administrative Trustee


      

      
          

        
          	 	 	 
	
                	
                	
                
	 	
                  

                  [               ],

                
	 	    
                  as Administrative Trustee


        

         

      

      
          

        
          	 	 	 
	
                	
                	
                
	 	
                  

                  [               ],

                
	 	    
                  as Administrative Trustee


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      RESTATED
        CERTIFICATE OF TRUST

       

      OF

       

      BEAR
        STEARNS CAPITAL TRUST __


       

      THIS
        Restated Certificate of Trust of Bear Stearns Capital Trust __ (the “Trust”),
        dated as of October 31, 2006 (this “Certificate”), is being duly executed
        and filed on behalf of the Trust by the undersigned, as trustee, to amend
        and
        restate the original Certificate of Trust of the Trust which was filed on
        November 4, 1998, with the Secretary of State of the State of Delaware under
        the
        Delaware Statutory Trust Act (12 Del.
        C.
§
3801
        et seq.) (the “Act”).

       

       1.
        Name.
        The
        name of the statutory trust continued hereby is Bear Stearns Capital Trust
        __.

       

      2. Delaware
        Trustee. The
        name
        and business address of the trustee of the Trust in the State of Delaware
        are
        the Bank of New York (Delaware), 502 White Clay Center, Route 273, PO Box
        6973,
        Newark, DE 19711.

       

      3. Effective
        Date. This
        Certificate shall be effective upon filing.

       

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

       

      
        	 	 	 
	 	
                The
                  Bank of New York (Delaware), 

                as
                  Delaware
                  Trustee

              
	 
 	 
 	 
 
	
              	By:  	
                /s/
                  Kristine K. Gullo

              
	 	
                

                Kristine
                  K. Gullo

              
	 	
                Vice
                  President

              


      

       

      
        
          
          

        

        
          EXH
            A-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      FORM
        OF
        COMMON SECURITIES CERTIFICATE

       

      Certificate
        No. __________ No.
        of
        Common Securities __________

       

      CERTIFICATE
        EVIDENCING COMMON SECURITIES

       

      OF

       

      BEAR
        STEARNS CAPITAL TRUST __

       

      (LIQUIDATION
        AMOUNT $_____ PER COMMON SECURITY)

       

      THIS
        CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS DESCRIBED IN THE TRUST AGREEMENT
        (AS
        DEFINED BELOW).

       

      Bear
        Stearns Capital Trust __, a statutory trust created under the laws of the
        State
        of Delaware (the “Trust”),
        hereby certifies that ________________________________ (the “Holder”)
        is the
        registered owner of _____________________________________________ (__________)
        Common Securities of the Trust representing undivided beneficial interests
        in
        the assets of the Trust and designated the Common Securities (liquidation
        amount
        $_____ per Common Security) (the “Common
        Securities”).
        To
        the extent set forth in Section 5.10 of the Trust Agreement, the Common
        Securities are not transferable and any attempted transfer hereof shall be
        void.
        The designations, rights, privileges, restrictions, preferences and other
        terms
        and provisions of the Common Securities are set forth in, and this certificate
        and the Common Securities represented hereby are issued and shall in all
        respects be subject to the terms and provisions of, the Amended and Restated
        Trust Agreement of the Trust dated as of __________, ____, as the same may
        be
        amended from time to time (the “Trust
        Agreement”),
        including the designation of the terms of the Common Securities as set forth
        therein. The Trust will furnish a copy of the Trust Agreement to the Holder
        without charge upon written request to the Trust at its principal place of
        business.

       

      This
        Common Securities Certificate shall be governed by and construed in accordance
        with the laws of the State of Delaware.

       

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

       

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

      
        	 	 	 
	 
 	 
 	 
 
	
              	By: 	
              
	 	
                

                Name:

              
	 	
                Title:
                  Administrative Trustee

              


      

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      FORM
        OF
        PREFERRED SECURITIES CERTIFICATE

       

      Certificate
        No. __________ No.
        of
        Preferred Securities __________

       

      CUSIP
        NO.
        __________

       

      CERTIFICATE
        EVIDENCING PREFERRED SECURITIES

      OF

      BEAR
        STEARNS CAPITAL TRUST __

      (LIQUIDATION
        AMOUNT $_____ PER PREFERRED SECURITY)

       

      [UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
        TO
        BEAR STEARNS CAPITAL TRUST __ OR ITS AGENT FOR REGISTRATION OF TRANSFER,
        EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
        OF
        CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
        REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO
        SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
        ANY
        TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON
        IS
        WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
        INTEREST HEREIN.]* 

       

      [THE
        PREFERRED SECURITIES WILL BE ISSUED, AND MAY BE TRANSFERRED, ONLY IN BLOCKS
        HAVING A LIQUIDATION AMOUNT OF $_____ OR MORE (AT LEAST 100 PREFERRED
        SECURITIES). ANY ATTEMPTED TRANSFER, SALE OR OTHER DISPOSITION OF PREFERRED
        SECURITIES IN A BLOCK HAVING A LIQUIDATION AMOUNT OF LESS THAN $_____ SHALL
        BE
        DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY TRANSFEREE OF SUCH
        A
        BLOCK OF LESS THAN 100 PREFERRED SECURITIES SHALL BE DEEMED NOT TO BE THE
        HOLDER
        OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO
        THE
        RECEIPT OF DISTRIBUTIONS ON SUCH PREFERRED SECURITIES, AND SUCH TRANSFEREE
        SHALL
        BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED
        SECURITIES.]* *

       

      Bear
        Stearns Capital Trust __, a statutory trust created under the laws of the
        State
        of Delaware (the “Trust”),
        hereby certifies that ________________________________ (the “Holder”)
        is the
        registered owner of [the number of Preferred Securities of the Trust specified
        in Schedule A hereto]*

       

      [________________________________________________
        (__________) Preferred Securities of the Trust]** representing an undivided
        beneficial interest in the assets of the Trust and designated the Preferred
        Securities of Bear Stearns Capital Trust __ liquidation amount $_____ per
        Preferred Security) (the “Preferred
        Securities”).
        The
        Preferred Securities are transferable on the books and records of the Trust,
        in
        person or by a duly authorized attorney, upon surrender of this certificate
        duly
        endorsed and in proper form for transfer as provided in Section 5.4 of the
        Trust Agreement (as defined below). The designations, rights, privileges,
        restrictions, preferences and other terms and provisions of the Preferred
        Securities are set forth in, and this certificate and the Preferred 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 ____________, ____, as the same may be amended from time to time (the
        “Trust
        Agreement”).
        The
        Holder is entitled to the benefits of the Preferred Securities Guarantee
        Agreement entered into by The Bear Stearns Companies Inc., a Delaware
        corporation, and The Bank of New York as guarantee trustee, dated as of
        __________, ____, as the same may be amended from time to time (the
“Guarantee
        Agreement”),
        to
        the extent provided therein. The Trust will furnish a copy of the Trust
        Agreement and the Guarantee Agreement to the Holder without charge upon written
        request to the Trust at its principal place of business.

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

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

       

      IN
        WITNESS WHEREOF, one of the administrative trustees of the Trust has executed
        this certificate this _____ day of ______________, ____.

      
        	 	 	 
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

              
	 	
                Title:
                  Administrative Trustee

              


      

      
      

      
        
          

        

        * Insert
          in
          book-entry securities only.

      

      
        
          ** Insert
            in
            definitive securities only.

        

      


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      FORM
        OF
        ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sells, assigns and transfers the within
        Preferred Security and all rights thereunder, unto

        

        

      

       

      Please
        insert Social Security

      or
        other
        identifying number of assignee:

       

      _________________________________________________________________________

      (Name
        and
        Address of Assignee, including Zip Code,

      must
        be
        printed or typewritten)

       

      and
        hereby irrevocably constitutes and appoints

      ______________________________________________________________________________________________

      Attorney
        to transfer said Preferred Security on the Register of the Preferred Securities,
        with full power of substitution in the premises.

      
        	 	 	 
	 
 	 
 	 
 
	Date: 	
              	
              
	 	
                

                Signature(s)

              
	 	
              
	 	
                Signature(s)
                  must be guaranteed by a commercial bank or trust company or a member
                  firm
                  of a major stock exchange.

              


      

       

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


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        A

       

      CHANGES
        TO NUMBER OF PREFERRED SECURITIES

      IN
        BOOK-ENTRY SECURITY

       

      The
        initial number of Preferred Securities evidenced by this Book-Entry Preferred
        Securities Certificate is ___________.

       

      
        	
                Date

              	 	
                Number
                  of Preferred Securities by which this Book-entry Security is to
                  be Reduced
                  and Reason for Reduction

              	 	
                Remaining
                  Amount

                of
                  this Book-entry Security

              	 	
                Notation
                  Made by

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

       

      
        
          
          

        

        
          C-4