<PAGE>

                                                                     Exhibit 4.2

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

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                           NATIONAL CITY CORPORATION,
                                  AS DEPOSITOR,

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                              AS PROPERTY TRUSTEE,

                                       AND

                        THE BANK OF NEW YORK (DELAWARE),
                               AS DELAWARE TRUSTEE

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                           AS ADMINISTRATIVE TRUSTEES

                                   ----------


                         NATIONAL CITY CAPITAL TRUST II

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

<PAGE>

                            CROSS REFERENCE TABLE(1)

<TABLE>
<CAPTION>
Section of Trust
Indenture Act of                                                  Section of
1939, as amended                                                  Agreement
----------------                                             -------------------
<S>                                                          <C>
310(a) ...................................................                   6.3
310(b) ...................................................        6.3(c); 6.3(d)
310(c) ...................................................          Inapplicable
311(a) ...................................................                2.2(b)
311(b) ...................................................                2.2(b)
311(c) ...................................................          Inapplicable
312(a) ...................................................                2.2(a)
312(b) ...................................................                2.2(b)
312(c) ...................................................          Inapplicable
313(a) ...................................................                   2.3
313(b) ...................................................                   2.3
313(c) ...................................................                   2.3
313(d) ...................................................                   2.3
314(a) ...................................................                   2.4
314(b) ...................................................          Inapplicable
314(c) ...................................................                   2.5
314(d) ...................................................          Inapplicable
314(e) ...................................................                   2.5
314(f) ...................................................          Inapplicable
315(a) ...................................................       3.9(b); 3.10(a)
315(b) ...................................................                2.7(a)
315(c) ...................................................                3.9(a)
315(d) ...................................................                3.9(b)
316(a) ...................................................   2.6; 7.5(b); 7.6(c)
316(b) ...................................................          Inapplicable
316(c) ...................................................          Inapplicable
317(a) ...................................................                  3.16
317(b) ...................................................          Inapplicable
318(a)
</TABLE>

----------
(1)  This Cross-Reference Table does not constitute part of the Agreement and
     shall not have any bearing upon the interpretation of any of its terms or
     provisions.


                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I Defined Terms..................................................     1
   Section 1.1.   Definitions............................................     1

ARTICLE II The Trust.....................................................    10
   Section 2.1.   Trust Indenture Act; Application.......................
   Section 2.2.   Lists of Holders of Securities.........................
   Section 2.3.   Name...................................................    10
   Section 2.4.   Office of the Delaware Trustee; Principal Place of
                  Business...............................................    11
   Section 2.5.   Initial Contribution of Trust Property; Fees, Costs and
                  Expenses...............................................    11
   Section 2.6.   Purposes of Trust......................................    11
   Section 2.7.   Authorization to Enter into Certain Transactions.......    12
   Section 2.8.   Assets of Trust........................................    14
   Section 2.9.   Title to Trust Property................................    14
   Section 2.10.  Responsibilities of the Depositor......................    15

ARTICLE III Payment Account; Paying Agents...............................    15
   Section 3.1.   Payment Account........................................    15
   Section 3.2.   Appointment of Paying Agents...........................    15

ARTICLE IV Distributions; Redemption.....................................    16
   Section 4.1.   Distributions..........................................    16
   Section 4.2.   Redemption.............................................    17
   Section 4.3.   Subordination of Common Securities.....................    20
   Section 4.4.   Payment Procedures.....................................    20
   Section 4.5.   Withholding Tax........................................    21
   Section 4.6.   Tax Returns and Other Reports..........................    21
   Section 4.7.   Payment of Taxes, Duties, Etc. of the Trust............    22
   Section 4.8.   Payments under Indenture or Pursuant to Direct
                  Actions................................................    22
   Section 4.9.   Exchanges..............................................    22
   Section 4.10.  Calculation Agent......................................    22
   Section 4.11.  Certain Accounting Matters.............................    23

ARTICLE V Securities.....................................................    24
   Section 5.1.   Initial Ownership......................................    24
   Section 5.2.   Authorized Trust Securities............................    24
   Section 5.3.   Issuance of the Common Securities; Purchase of ICONs...    24
   Section 5.4.   The Securities Certificates............................    24
   Section 5.5.   Rights of Holders......................................    25
   Section 5.6.   Book-Entry Trust Capital Securities....................    25
   Section 5.7.   Registration of Transfer and Exchange of Trust Capital
                  Securities Certificates................................    27
</TABLE>


                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   Section 5.8.   Mutilated, Destroyed, Lost or Stolen Securities
                  Certificates...........................................    28
   Section 5.9.   Persons Deemed Holders.................................    29
   Section 5.10.  Cancellation...........................................    29
   Section 5.11.  Ownership of Common Securities by Depositor............    30
   Section 5.12.  Restricted Legends.....................................    30
   Section 5.13.  Form of Certificate of Authentication..................    32

ARTICLE VI Meetings; Voting; Acts Of Holders.............................    32
   Section 6.1.   Notice of Meetings.....................................    32
   Section 6.2.   Meetings of Holders of the Trust Capital Securities....    33
   Section 6.3.   Voting Rights..........................................    33
   Section 6.4.   Proxies................................................    33
   Section 6.5.   Holder Action by Written Consent.......................    33
   Section 6.6.   Record Date for Voting and Other Purposes..............    34
   Section 6.7.   Acts of Holders........................................    34
   Section 6.8.   Inspection of Records..................................    35
   Section 6.9.   Limitations on Voting Rights...........................    35
   Section 6.10.  Acceleration of Maturity; Rescission of Annulment;
                  Waivers of Past Defaults...............................    36

ARTICLE VII Representations And Warranties...............................    38
   Section 7.1.   Representations and Warranties of the Property Trustee
                  and the Delaware Trustee...............................    38
   Section 7.2.   Representations and Warranties of Depositor............    39

ARTICLE VIII The Trustees................................................    40
   Section 8.1.   Number of Trustees.....................................    40
   Section 8.2.   Property Trustee Required..............................    41
   Section 8.3.   Delaware Trustee Required..............................    41
   Section 8.4.   Appointment of Administrative Trustees.................    41
   Section 8.5.   Duties and Responsibilities of the Trustees............    42
   Section 8.6.   Notices of Defaults and Extensions.....................    43
   Section 8.7.   Certain Rights of Property Trustee.....................    44
   Section 8.8.   Delegation of Power....................................    46
   Section 8.9.   May Hold Securities....................................    46
   Section 8.10.  Compensation; Reimbursement; Indemnity.................    47
   Section 8.11.  Resignation and Removal; Appointment of Successor......    47
   Section 8.12.  Acceptance of Appointment by Successor.................    49
   Section 8.13.  Merger, Conversion, Consolidation or Succession to
                  Business...............................................    49
   Section 8.14.  Not Responsible for Recitals or Issuance of
                  Securities.............................................    49
   Section 8.15.  Property Trustee May File Proofs of Claim..............    50
   Section 8.16.  Reports to and from the Property Trustee...............    50

ARTICLE IX Termination, Liquidation and Merger...........................    51
</TABLE>


                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
   Section 9.1.   Dissolution Upon Expiration Date.......................    51
   Section 9.2.   Early Termination......................................    51
   Section 9.3.   Termination............................................    51
   Section 9.4.   Liquidation............................................    52
   Section 9.5.   Mergers, Consolidations, Amalgamations or Replacements
                  of Trust...............................................    53

ARTICLE X Information To Underwriter.....................................    54
   Section 10.1.  Depositor Obligations to Underwriter...................    54
   Section 10.2.  Trustee's Obligations to Underwriter...................    55

ARTICLE XI Miscellaneous Provisions......................................    55
   Section 11.1.  Limitation of Rights of Holders........................    55
   Section 11.2.  Agreed Tax Treatment of Trust and Trust Securities.....    55
   Section 11.3.  Amendment..............................................    55
   Section 11.4.  Separability...........................................    57
   Section 11.5.  Governing Law..........................................    57
   Section 11.6.  Successors.............................................    57
   Section 11.7.  Headings...............................................    57
   Section 11.8.  Reports, Notices and Demands...........................    57
   Section 11.9.  Agreement Not to Petition..............................    58
   Section 11.10. Waiver of Jury Trial...................................    58
</TABLE>

Exhibit A  Form of Common Securities Certificate
Exhibit B  Form of Trust Capital Securities Certificate
Schedule A Calculation of LIBOR


                                       iii
<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of among (i) National City
Corporation, a Delaware corporation (including any successors or permitted
assigns, the "Depositor"), (ii) The Bank of New York Trust Company N.A., a
national banking association organized and existing under the laws of
the United States of America, as property trustee (in such capacity, the
"Property Trustee"), (iii) The Bank of New York (Delaware), a Delaware banking
corporation, as Delaware trustee (in such capacity, the "Delaware Trustee"),
(iv) Thomas A. Richlovsky, an individual, Sue Kinsey, an individual, and Andy
Dunham, an individual, each of whose address is c/o National City Corporation,
1900 East Ninth Street, Cleveland, Ohio 44114 (each an "Administrative Trustee"
and collectively, the "Administrative Trustees" and, together with the Property
Trustee and the Delaware Trustee, the "Trustees") and (v) the several Holders,
as hereinafter defined.

                                   WITNESSETH

     WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee have
heretofore created a Delaware statutory trust pursuant to the Delaware Statutory
Trust Act, as hereinafter defined, by entering into a Trust Agreement, dated as
of October 17, 2006 (the "Original Trust Agreement"), and by executing and
filing with the Secretary of State of the State of Delaware the Certificate of
Trust; and

     WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance and sale of Trust Capital Securities (as
defined herein) representing undivided beneficial ownership interests in the
assets of the Trust, (ii) the use of the proceeds thereof to purchase the ICONs
(as defined herein) issued by the ICON Issuer (as defined herein), (iii) the
issuance of Common Securities in a total liquidation amount of $1,000,000 in
exchange for ICONs in the same principal amount and to engage in only those
activities necessary or incidental thereto;

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

                                   ARTICLE I

                                 DEFINED TERMS

     SECTION 1.1. Definitions.

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

          (a) the terms defined in this Article I have the meanings assigned to
     them in this Article I;


                                      A-1

<PAGE>

          (b) the words "include," "includes" and "including" shall be deemed to
     be followed by the phrase "without limitation";

          (c) all accounting terms used but not defined herein have the meanings
     assigned to them in accordance with United States generally accepted
     accounting principles;

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

          (e) the words "hereby," "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;

          (f) a reference to the singular includes the plural and vice versa;
     and

          (g) the masculine, feminine or neuter genders used herein shall
     include the masculine, feminine and neuter genders.

     "Act" has the meaning specified in Section 6.7.

     "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

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

     "Additional Taxes" has the meaning specified in Section 1.1 of the
Indenture.

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

     "Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trust Agreement, solely in each
such Person's capacity as Administrative Trustee of the Trust and not in such
Person's individual capacity, or any successor Administrative Trustee appointed
as herein provided.

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

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

<PAGE>

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

          (a) the entry of a decree or order by a court having jurisdiction in
     the premises (i) judging such Person a bankrupt or insolvent, (ii)
     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, (iii) appointing a custodian, receiver, conservator,
     liquidator, assignee, trustee, sequestrator or other similar official of
     such Person or of any substantial part of its property or (iv) 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 sixty (60)
     consecutive days; or

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

     "Bankruptcy Laws" means all Federal and state bankruptcy, insolvency,
reorganization and other similar laws, including the United States Bankruptcy
Code.

     "Book-Entry Trust Capital Security" means a Trust Capital Security, the
ownership and transfers of which shall be made through book entries by a
Depositary.

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

     "Calculation Agent" has the meaning specified in Section 4.10.

     "Closing Date" means November 3, 2006.

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

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

<PAGE>

     "Common Security" means an undivided beneficial interest in the assets of
the Trust having a Liquidation Amount of $1,000 and having the rights provided
therefor in this Trust Agreement.

     "Corporate Trust Office" means the principal office of the Property Trustee
at which any particular time its corporate trust business shall be administered,
which office at the date of this Trust Agreement is located at 2 North LaSalle
Street, Suite 1020, Chicago, IL 60602, Attention: Corporate Trust
Administration.

     "Delaware Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., or any successor statute thereto, in
each case as amended from time to time.

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

     "Depositary" means an organization registered as a clearing agency under
the Exchange Act that is designated as Depositary by the Depositor or any
successor thereto. DTC will be the initial Depositary.

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

     "Depositor" has the meaning specified in the preamble to this Trust
Agreement and any successors and permitted assigns.

     "Depositor Affiliate" has the meaning specified in Section 4.9.

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

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

     "DTC" means The Depository Trust Company or any successor thereto.

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

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

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

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

<PAGE>

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System, the staff thereof, or a Federal Reserve Bank, acting through delegated
authority, in each case under the rules, regulations and policies of the Federal
Reserve System, or if at any time after the execution of this Trust Agreement
any such entity is not existing and performing the duties now assigned to it,
any successor body performing similar duties or functions.

     "Fiscal Year" shall be the fiscal year of the Trust, which shall be the
calendar year, or such other period as is required by the Code.

     "Global Security" means a Trust Capital Securities Certificate evidencing
ownership of Book-Entry Trust Capital Securities.

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

     "Holder" means a Person in whose name a Trust Security or Trust Capital
Securities are registered in the Securities Register; any such Person shall be a
beneficial owner within the meaning of the Delaware Statutory Trust Act.

     "ICON Event of Default" means any "Event of Default" specified in Section
5.1 of the Indenture and Section 2.1(j) of the Supplemental Indenture.

     "ICON Issuer" means National City Corporation, or any successor thereto
under the Indenture, in its capacity as issuer of the ICONs, under the
Indenture.

     "ICON Redemption Date" means, with respect to any ICONs to be redeemed
under the Indenture, the date fixed for redemption of such ICONs under the
Indenture.

     "ICON Trustee" means the Person identified as the "Trustee" in the
Indenture, solely in its capacity as Trustee pursuant to the Indenture and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Trustee appointed as provided in the Indenture.

     "ICONs" means the Depositor's Junior Subordinated Debt Instruments issued
pursuant to the Indenture.

     "Indemnified Person" has the meaning specified in Section 8.10(c).

     "Indenture" means the Junior Subordinated Indenture executed and delivered
by the Depositor and the Trustee (as defined therein) contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the ICONs, as amended or supplemented from time to time.

     "Indenture Redemption Price" has the meaning specified in Section 4.2(c).

     "Interest Payment Date" has the meaning specified in Section 1.1 of the
Indenture.

<PAGE>

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

     "Investment Company Event" has the meaning specified in Section 1.1 of the
Indenture.

     "LIBOR" has the meaning specified in Schedule A.

     "LIBOR Business Day" has the meaning specified in Schedule A.

     "LIBOR Determination Date" has the meaning specified in Schedule A.

     "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 any Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of ICONs to be contemporaneously redeemed or paid at maturity in
accordance with the Indenture, the proceeds of which will be used to pay the
Redemption Price of such Trust Securities, (b) with respect to a distribution of
ICONs to Holders of Trust Securities in connection with a dissolution of the
Trust, ICONs having a principal amount equal to the Liquidation Amount of the
Trust Securities of the Holder to whom such ICONs are distributed and (c) with
respect to any distribution of Additional Interest Amounts to Holders of Trust
Securities, ICONs having a principal amount equal to the Liquidation Amount of
the Trust Securities in respect of which such distribution is made.

     "Liquidation Amount" means the stated amount of $25 per Trust Capital
Security and $1,000 per Common Security, respectively.

     "Liquidation Date" means the date on which assets are to be distributed to
Holders in accordance with Section 9.4(a) hereunder following dissolution of the
Trust.

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

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in Liquidation Amount of the Trust Capital Securities" means
Trust Capital Securities representing more than fifty percent (50%) of the
aggregate Liquidation Amount of all (or a specified group of) then Outstanding
Trust Capital Securities.

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, the President or a Vice President, and by the Chief Financial Officer,
Treasurer or an Assistant Treasurer, of the Depositor, and delivered to the
Trustees. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement (other than the
Officers' Certificate provided pursuant to Section 8.16(a)) shall include:

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

<PAGE>

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

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

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

     "Operative Documents" means the Indenture, the Trust Agreement, the
Guarantee Agreement, the Underwriting Agreement, the ICONs and the Trust
Securities.

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

     "Original Issue Date" means the date of original issuance of the Trust
Securities.

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

     "Outstanding" when used with respect to any 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 Property Trustee or
     delivered to the Property Trustee for cancellation;

          (b) Trust Securities for which payment or redemption money in the
     necessary amount has been theretofore deposited with the Property Trustee
     or any Paying Agent in trust 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 or
     provisions satisfactory to the Property Trustee shall have been made for
     the giving of such notice; and

          (c) Trust Securities that have been paid or in exchange for or in lieu
     of which other Trust Securities have been executed and delivered pursuant
     to the provisions of this Trust Agreement, unless proof satisfactory to the
     Property Trustee is presented that any such Trust Securities are held by
     Holders in whose hands such Trust Securities are valid, legal and binding
     obligations of the Trust;

provided, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Trust Capital Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Trust
Capital Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or of any Trustee shall be disregarded and deemed not to be
Outstanding, except that (i) in determining whether any Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Trust Capital Securities that a Responsible
Officer of such Trustee actually knows to be so

<PAGE>

owned shall be so disregarded and (ii) the foregoing shall not apply at any time
when all of the Outstanding Trust Capital Securities are owned by the Depositor,
one or more of the Trustees and/or any such Affiliate. Trust Capital Securities
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee's right so to act with respect to such Trust Capital Securities and that
the pledgee is not the Depositor, any Trustee or any Affiliate of the Depositor
or of any Trustee.

     "Owner" means each Person who is the beneficial owner of Book-Entry Trust
Capital Securities as reflected in the records of the Depositary or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as
reflected in the records of the Depositary Participant.

     "Paying Agent" means The Bank of New York Trust Company, N.A. or any Person
authorized by the Administrative Trustees to pay Distributions or other amounts
in respect of any Trust Securities on behalf of the Trust.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee for the benefit of the Holders in
which all amounts paid in respect of the ICONs will be held and from which the
Property Trustee, through the Paying Agent, shall make payments to the Holders
in accordance with Sections 3.1, 4.1 and 4.2.

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

     "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 and not in its individual capacity, or its successor in interest in
such capacity, or any successor Property Trustee appointed as herein provided.

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided, that each ICON Redemption Date and the stated maturity (or any date of
principal repayment upon early maturity) of the ICONs 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 or payment at maturity
of a Like Amount of ICONs.

     "Reference Banks" has the meaning specified in Schedule A.

     "Regulatory Capital Event" has the meaning specified in Section 1.1 of the
Indenture.

     "Responsible Officer" means, with respect to the Property Trustee, any
Senior Vice President, any Vice President, any Assistant Vice President, the
Treasurer, any Assistant

<PAGE>

Treasurer, or any other officer of the Corporate Trust Department of the
Property Trustee and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

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

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

     "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.7.

     "Special Event Redemption Price" has the meaning specified in Section 11.2
of the Indenture.

     "Statutory Prospectus or Prospectus" means the Prospectus, dated as of
October 25, 2006, executed and delivered by the Trust, the Depositor and
National City Corporation, as Guarantor.

     "Successor Securities" has the meaning specified in Section 9.5(a).

     "Supplemental Indenture" means the First Supplemental Indenture executed
and delivered by the Depositor and the Trustee (as defined therein)
contemporaneously with the execution and delivery of this Trust Agreement, as
amended, for the benefit of the holders of the ICONs, as amended or supplemented
from time to time.

     "Tax Event" has the meaning specified in Section 1.1 of the Indenture.

     "Trust" means the Delaware statutory trust known as "National City Capital
Trust II," which was created on October 17, 2006, under the Delaware Statutory
Trust Act pursuant to the Original Trust Agreement and the filing of the
Certificate of Trust, and continued pursuant to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement,
including all Schedules and Exhibits, as the same may be modified, amended or
supplemented from time to time in accordance with the applicable provisions
hereof.

     "Trust Capital Security" means an undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $25 per Capital Security and
having the rights provided therefor in this Trust Agreement.

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

     "Trustees" means the Administrative Trustees, the Property Trustee and the
Delaware Trustee, each as defined in this Article I.

<PAGE>

     "Trust Property" means (a) the ICONs, (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
that are not inconsistent with Section 2.4.

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

     "Underwriters" means Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and UBS Securities LLC, as representatives of the various
underwriters named in the Underwriting Agreement, as underwriters of the Trust
Capital Securities pursuant to the Underwriting Agreement, whose address is 4
World Financial Center, New York, New York 10080.

     "Underwriting Agreement" means the Purchase Agreement dated as of October
27, 2006, by and among the Company, the Trust and the Underwriters.

                                   ARTICLE II

                                    THE TRUST

     SECTION 2.1. Trust Indenture Act; Application.

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

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

     (c) If and to the extent that any provision of this Trust Agreement
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.

     (d) The application of the Trust Indenture Act to this Trust Agreement
shall not affect the Trust's classification as a grantor trust for United States
federal income tax purposes.

     SECTION 2.2. Lists of Holders of Securities.

     (a) Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide the Property Trustee (i), except while the Capital Trust
Securities are represented by one or more Global Securities, at least five
Business Days prior to the date for payment of Distributions, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Holders of the Common Securities and the Trust Capital Securities ("List
of Holders") as of the record date relating to the payment of such
Distributions, and (ii) at any other time, within 30 days of receipt by the
Trust of a written request from the Property Trustee for a List of Holders, as
of a date no more than 15 days before such List of Holders is given to the
Property Trustee; provided that neither the Depositor nor the Administrative
Trustees on behalf of the Trust shall be obligated to provide such List of
Holders at any time the List of Holders

<PAGE>

does not differ from the most recent List of Holders given to the Property
Trustee by the Trust and the Administrative Trustees on behalf of the Trust. The
Property Trustee shall preserve, in as current a form as is reasonably
practicable, all information contained in Lists of Holders given to it or which
it receives in the capacity as Paying Agent (if acting in such capacity),
provided that the Property Trustee may destroy any List of Holders previously
given to it on receipt of a new List of Holders.

     (b) The Property Trustee shall comply with its obligations under, and shall
be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of the Trust
Indenture Act.

     SECTION 2.3. Name.

     The trust continued hereby shall be known as "National City Capital Trust
II," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees 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 2.4. Office of the Delaware Trustee; Principal Place of Business.

     The address of the Delaware Trustee in the State of Delaware is 502 White
Clay Center, Route 273, New Castle County, Newark, Delaware 19711, Attention:
Corporate Trust, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders, the Depositor, the
Property Trustee and the Administrative Trustees. The principal executive office
of the Trust is c/o National City Corporation, 1900 East Ninth Street,
Cleveland, Ohio 44119, Attention: Chief Financial Officer, 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 2.5. Initial Contribution of Trust Property; Fees, Costs and
Expenses.

     The Property Trustee acknowledges receipt from the Depositor in connection
with the Original Trust Agreement of the sum of ten dollars ($10), which
constituted the initial Trust Property. The Depositor shall pay all fees, costs
and expenses of the Trust (except with respect to the Trust Capital Securities)
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 or expenses.

     SECTION 2.6. Purposes of Trust.

     (a) The exclusive purposes and functions of the Trust are to (i) issue and
sell Trust Securities and use the proceeds from such sale to acquire ICONs, (ii)
issue Common Securities to the Depositor in exchange for ICONs, (iii) maintain
the Trust's status as a grantor trust for United States federal income tax
purposes and (iv) engage in only those activities necessary or incidental
thereto. The Delaware Trustee, the Property Trustee and the Administrative
Trustees

<PAGE>

are trustees of the Trust, and have all the rights, powers and duties to the
extent set forth herein. The Trustees hereby acknowledge that they are trustees
of the Trust.

     (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, the Trust (or the Trustees acting on behalf of the Trust)
shall not (i) acquire any investments or engage in any activities not authorized
by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided herein, (iii)
reinvest any proceeds derived from the ICONs, (iv) incur any indebtedness for
borrowed money or issue any other debt, (v) take or consent to or otherwise
permit any action that would result in the placement of a Lien on any of the
Trust Property, (vi) take, consent to any action that would reasonably be
expected to cause the Trust to become taxable as a partnership or a corporation
or classified as other than a grantor trust for United States federal income tax
purposes including the filing of an election or return consistent with such
treatment, (vii) take or consent to any action that would cause the ICONs to be
treated as other than indebtedness of the Depositor for United States federal
income tax purposes or (vii) take or consent to any action that would cause the
Trust to be deemed to be an "investment company" required to be registered under
the Investment Company Act.

     SECTION 2.7. Authorization to Enter into Certain Transactions.

     (a) The Trustees shall conduct the affairs of the Trust in accordance with
and subject to the terms of this Trust Agreement. 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 the following:

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

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

               (B) to cause the Trust to enter into, and to execute, deliver and
          perform on behalf of the Trust, such agreements as may be necessary or
          desirable in connection with the purposes and functions of the Trust
          as stated in Section 2.4, including, without limitation, a common
          securities subscription agreement and a ICONs subscription agreement
          and to cause the Trust to perform in accordance with the Underwriting
          Agreement;

               (C) assisting in the sale of the Trust Capital Securities in one
          or more transactions exempt from registration under the Securities
          Act, and in compliance with applicable state securities or blue sky
          laws;

<PAGE>

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

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

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

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

               (H) preparation and filing of all applicable tax returns and tax
          information reports that are required to be filed on behalf of the
          Trust;

               (I) establishing a record date with respect to all actions to be
          taken hereunder that require a record date to be established, except
          as provided in Section 6.10(a);

               (J) unless otherwise required by the Delaware Statutory Trust Act
          to execute on behalf of the Trust (either acting alone or together
          with the other Administrative Trustees) any documents that such
          Administrative Trustee has the power to execute pursuant to this Trust
          Agreement; and

               (K) the taking of any action incidental to the foregoing as such
          Administrative Trustee may from time to time determine is necessary or
          advisable to give effect to the terms of this Trust Agreement.

          (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 receipt and holding of legal title of the ICONs;

               (B) the establishment of the Payment Account;

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

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

               (E) the exercise of all of the rights, powers and privileges of a
          holder of the ICONs in accordance with the terms of this Trust
          Agreement;

<PAGE>

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

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

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

               (I) the taking of any action incidental to the foregoing as the
          Property Trustee may from time to time determine is necessary or
          advisable to give effect to the terms of this Trust Agreement and
          protect and conserve the Trust Property for the benefit of the Holders
          (without consideration of the effect of any such action on any
          particular Holder).

     (b) In connection with the issue and sale of the Trust Capital 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):

          (i) the negotiation of the terms of, and the execution and delivery
     of, the Underwriting Agreement providing for the sale of the Trust Capital
     Securities in one or more transaction, in compliance with applicable state
     securities or blue sky laws; and

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

     (c) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be taxable as a corporation or a
partnership or classified as other than a grantor trust for United States
federal income tax purposes, so that the ICONs will be treated as indebtedness
of the Depositor for United States federal income tax purposes and so that the
Trust will not be deemed to be an "investment company" required to be registered
under the Investment Company Act. In this regard, each Administrative Trustee is
authorized to take any action, not inconsistent with applicable law, the
Certificate of Trust or this Trust Agreement, that such Administrative Trustee
determines in his or her discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Outstanding Trust Capital
Securities. In no event shall the Administrative Trustees be liable to the Trust
or the Holders for any failure to comply with this Section 2.5 to the extent
that such failure results solely from a change in law or regulation or in the
interpretation thereof.

     (d) Any action taken by a Trustee in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with any Trustee
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of such Trustee to bind the Trust. Persons

<PAGE>

dealing with the Trust are entitled to rely conclusively on the power and
authority of any Trustee as set forth in this Trust Agreement.

     SECTION 2.8. Assets of Trust.

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

     SECTION 2.9. Title to Trust Property.

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

     (b) The Holders shall not have any right or title to the Trust Property
other than the undivided beneficial 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.

     SECTION 2.10. Responsibilities of the Depositor

     In connection with the issue of the Trust Capital Securities, the Depositor
shall have the exclusive right and responsibility to engage in the following
activities:

     (a) to prepare for filing by the Trust with the Commission under the
Securities Act or the Exchange Act, and execute on behalf of the Trust, one or
more registration statements on the applicable forms, including any amendments
thereto, pertaining to the Trust Capital Securities, the Guarantee Agreement and
the ICONs;

     (b) to determine the States, if any, in which to take appropriate action to
qualify or register for sale all or part of the Capital Securities and to do any
and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Depositor deems
necessary or advisable in order to comply with the applicable laws of any such
States; and

     (c) to negotiate the terms of, and execute, an underwriting agreement and
other related agreements providing for the sale of the Trust Capital Securities.

                                  ARTICLE III

                         PAYMENT ACCOUNT; PAYING AGENTS

     SECTION 3.1. Payment Account.
<PAGE>

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

     (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 with respect to, the ICONs. Amounts held in the Payment Account shall
not be invested by the Property Trustee pending distribution thereof.

     SECTION 3.2. Appointment of Paying Agents.

     The Paying Agent shall initially be the Property Trustee. The Paying Agent
shall make Distributions to Holders from the Payment Account and shall report
the amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account solely for the purpose of making the Distributions referred
to above. The Administrative Trustees may revoke such power and remove the
Paying Agent in their sole discretion. Any Person acting as Paying Agent shall
be permitted to resign as Paying Agent upon thirty (30) days' written notice to
the Administrative Trustees and the Property Trustee. If the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) to act as Paying Agent. Such
successor Paying Agent appointed by the Administrative Trustees shall execute
and deliver to the Trustees an instrument in which such successor Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Article
VIII shall apply to the Property Trustee also in its role as Paying Agent, for
so long as the Property Trustee 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.

     SECTION 3.3. Payment of Expenses

     (a) In connection with the offering, sale and issuance of the Trust Capital
Securities, the ICONs and the Common Securities in connection with the sale by
the Trust, the Depositor, shall:

     (i) pay all costs and expenses relating to the offering, sale and issuance
of ICONs, pursuant to Section 4.2 of the Supplemental Indenture and in
accordance with the provisions of Section 6.6 of the Indenture;

<PAGE>

     (ii) pay all costs and expenses of the Trust (including, including, costs
and expenses relating to the organization of the Trust), the offering, sale and
issuance of the Trust Capital Securities of the Trust, (including commissions to
the underwriters in connection therewith), the fees and expenses of the Trustee,
the costs and expenses relating to the operation, maintenance and dissolution of
the Trust and the enforcement by such Trustee of the rights of the holders of
Trust Capital Securities of the Trust, including without limitation, costs and
expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment,
paying agents(s), registrar(s), transfer agent(s), duplicating, travel and
telephone and other telecommunications expenses and costs and all expenses
incurred in connection with the acquisition, financing, and disposition of
assets of the Trust);

     (iii) be primarily liable for any indemnification obligations arising with
respect to the Trust Agreement;

     (iv) pay any and all taxes (other than United States withholding taxes in
respect of amounts paid on the ICONs held by the Trust) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     SECTION 4.1. Distributions.

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

          (i) Distributions on the Trust Capital Securities shall be cumulative
     to the extent payments of the ICONs are cumulative, and shall accumulate
     whether or not there are funds of the Trust available for the payment of
     Distributions. Distributions shall accumulate from the date of issuance,
     November 3, 2006, and, except as provided in clause (ii) below, shall be
     payable quarterly in arrears on November 15, February 15, May 15 and August
     15 of each year, commencing on February 15, 2007. If any date on which a
     Distribution is otherwise payable on the Trust Capital Securities is not a
     Business Day, then the payment of such Distribution shall be made on the
     next succeeding Business Day (and no interest shall accrue in respect of
     the amounts whose payment is so delayed for the period from and after each
     such date until the next succeeding Business Day), except that, if such
     Business Day falls in the next succeeding calendar year, such payment shall
     be made on the immediately preceding Business Day, in each case, with the
     same force and effect as if made on such date (each date on which
     Distributions are payable in accordance with this Section 4.1(a)(i), a
     "Distribution Date");

          (ii) in the event (and to the extent) that the Depositor exercises its
     right under the Indenture to defer the payment of interest on the ICONs,
     Distributions on the Trust

<PAGE>

     Capital Securities shall be deferred. Under the Indenture, so long as no
     ICON Event of Default pursuant to Section 5.1 of the Indenture has occurred
     and is continuing, the Depositor shall have the right, at any time and from
     time to time during the term of the ICONs, to defer the payment of interest
     on the ICONs for a period of up to twenty (20) consecutive quarterly
     interest payment periods or five consecutive years, and for one or more
     consecutive interest periods that do not exceed a total of 10 years or
     until the next Extension Period (each such extended interest payment
     period, an "Extension Period"). No interest on the ICONs shall be due and
     payable during an Extension Period (except any Additional Sums that may be
     due and payable), except at the end thereof, but each installment of
     interest that would otherwise have been due and payable during such
     Extension Period shall bear Additional Interest (to the extent payment of
     such interest would be legally enforceable) at an annual rate of 6.625% per
     annum, prior to November 15, 2036, payable in quarterly arrears, and, on or
     after November 15, 2036, at an amount equal to LIBOR plus 2.290% reset and
     payable monthly, from the dates on which such amounts would have otherwise
     been due and payable until paid or until funds for the payment thereof have
     been made available for payment. If Distributions are deferred, the
     deferred Distributions (including Additional Interest Amounts) shall be
     paid on the date that the related interest payments on the ICONs are made,
     to Holders of the Trust Capital Securities as they appear on the books and
     records of the Trust on the record date immediately preceding such payment
     date.

          (iii) Distributions shall accumulate and be payable in respect of the
     Trust Capital Securities at an annual rate equal to 6.625% beginning on
     (and including) the date of original issuance and ending on (but excluding)
     November 15, 2036 and thereafter, at a floating rate that is reset and
     payable monthly and equal to LIBOR plus 2.290% of the Liquidation Amount of
     the Trust Capital Securities, such rate being the rate of interest payable
     on the ICONs. LIBOR shall be determined by the Calculation Agent in
     accordance with Schedule A. The amount of Distributions payable for any
     period less than a full Distribution period shall be computed on the basis
     of a 360-day year and the actual number of days elapsed in the relevant
     Distribution period. The amount of Distributions payable for any period
     shall include any Additional Interest Amounts in respect of such period;
     and

          (iv) Distributions on the Trust Capital 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.

     (b) Distributions on the Trust Capital Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Capital Securities at the close of business on
the relevant record date, which shall be at the close of business on the
fifteenth day (whether or not a Business Day) preceding the relevant
Distribution Date. Distributions payable on any Trust Capital Securities that
are not punctually paid on any Distribution Date as a result of the Depositor
having failed to make an interest payment under the ICONs will cease to be
payable to the Person in whose name such Trust Capital Securities are registered
on the relevant record date, and such defaulted Distributions and any Additional
Interest Amounts will instead be payable to the Person in whose name such Trust

<PAGE>

Capital Securities are registered on the special record date, or other specified
date for determining Holders entitled to such defaulted Distribution and
Additional Interest Amount, established in the same manner, and on the same
date, as such is established with respect to the ICONs under the Indenture.

     SECTION 4.2. Redemption.

     (a) On each ICON Redemption Date and on the stated maturity (or any date of
principal repayment upon early maturity) of the ICONs and on each other date on
(or in respect of) which any principal on the ICONs is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities at the Redemption Price.

     (b) Notice of redemption shall be given by the Property Trustee postage
prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to
the Redemption Date to each Holder of Trust Securities to be redeemed. All
notices of redemption shall state:

          (i) the Redemption Date;

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

          (iii) if less than all the Outstanding Trust Securities are to be
     redeemed, the identification (and, in the case of partial redemption, the
     respective liquidation amounts) and Liquidation Amounts of the particular
     Trust Securities to be redeemed;

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

          (v) the place or places where the Trust Securities are to be
     surrendered for the payment of the Redemption Price; and

          (vi) such other provisions as the Property Trustee deems relevant.

     (c) The Trust Securities (or portion thereof) redeemed on each Redemption
Date shall be redeemed at the Redemption Price with the proceeds from the
contemporaneous redemption or payment at maturity of ICONs. Redemptions of the
Trust Securities (or portion thereof) 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. Under the Indenture, the ICONs may be redeemed by the
Depositor in whole or in part on one or more occasions, on or after November 15,
2011, from time to time at a redemption price equal to one hundred percent
(100%) of the principal amount thereof, together,

<PAGE>

in the case of any such redemption, with accrued interest, including any
Additional Interest, to but excluding the date fixed for redemption (the
"Indenture Redemption Price"); provided, that the Depositor shall have received
the prior approval of the Federal Reserve if then required. The ICONs may also
be redeemed by the Depositor, at its option, in whole but not in part, upon the
occurrence of a Regulatory Capital Event, an Investment Company Event or a Tax
Event at the Special Event Redemption Price (as set forth in the Indenture).

     (d) If the Property Trustee gives a notice of redemption in respect of any
Trust Capital 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 by such time,
then by 12:00 noon, New York City time, on the Redemption Date, the Property
Trustee will, with respect to Book-Entry Trust Capital Securities, irrevocably
deposit with the Depositary for such Book-Entry Trust Capital Securities, to the
extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Depositary irrevocable instructions and authority to
pay the Redemption Price to the Holders of the Trust Capital Securities. With
respect to Trust Capital Securities that are not Book-Entry Trust Capital
Securities, the Property Trustee will irrevocably deposit with the Paying Agent,
to the extent available therefor, funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Trust Capital
Securities upon surrender of their Trust Capital Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities (or portion thereof) called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
holding Trust Securities (or portion thereof) so called for redemption will
cease, except the right of such Holders to receive the Redemption Price and any
Distribution payable in respect of the Trust Securities on or prior to the
Redemption Date, but without interest, and, in the case of a partial redemption,
the right of such Holders to receive a new Trust Security or Securities of
authorized denominations, in aggregate Liquidation Amount equal to the
unredeemed portion of such Trust Security or Securities, and such Securities (or
portion thereof) called for redemption 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 Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after each such date
until the next succeeding Business Day) 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 (or portion thereof) called for redemption is improperly
withheld or refused and not paid either by the Trust or by the Depositor
pursuant to the Guarantee Agreement, Distributions on such Trust Securities(or
portion thereof) will continue to accumulate, as set forth in Section 4.1, from
the Redemption Date originally established by the Trust for such Trust
Securities(or portion thereof) to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

     (e) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated pro
rata to the Common Securities and the Trust Capital

<PAGE>

Securities based upon the relative aggregate Liquidation Amounts of the Common
Securities and the Trust Capital Securities. The Trust Capital Securities to be
redeemed shall be redeemed on a pro rata basis based upon their respective
Liquidation Amounts not more than sixty (60) days prior to the Redemption Date
by the Property Trustee from the Outstanding Trust Capital Securities not
previously called for redemption; provided, however, that with respect to
Holders that would be required to hold less than one hundred (100) but more than
zero (0) Trust Securities as a result of such redemption, the Trust shall redeem
Trust Securities of each such Holder so that after such redemption such Holder
shall hold either one hundred (100) Trust Securities or such Holder no longer
holds any Trust Securities, and shall use such method (including, without
limitation, by lot) as the Trust shall deem fair and appropriate; and provided,
further, that so long as the Trust Capital Securities are Book-Entry Trust
Capital Securities, such selection shall be made in accordance with the
Applicable Depositary Procedures for the Trust Capital Securities by such
Depositary. The Property Trustee shall promptly notify the Securities Registrar
in writing of the Trust Capital Securities (or portion thereof) selected for
redemption and, in the case of any Trust Capital Securities selected for partial
redemption, the Liquidation Amount thereof to be redeemed. For all purposes of
this Trust Agreement, unless the context otherwise requires, all provisions
relating to the redemption of Trust Capital Securities shall relate, in the case
of any Trust Capital Securities redeemed or to be redeemed only in part, to the
portion of the aggregate Liquidation Amount of Trust Capital Securities that has
been or is to be redeemed.

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

     SECTION 4.3. Subordination of Common Securities.

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

<PAGE>

Distributions (including any Additional Interest Amounts) on, or the Redemption
Price of or the Liquidation Distribution in respect of, the Trust Capital
Securities then due and payable.

     (b) In the case of the occurrence of any ICON Event of Default, the Holders
of the Common Securities shall have no right to act with respect to any such
ICON Event of Default under this Trust Agreement until all such Events of
Default with respect to the Trust Capital Securities have been cured, waived or
otherwise eliminated. Until all such Events of Default under this Trust
Agreement with respect to the Trust Capital Securities have been so cured,
waived or otherwise eliminated, the Property Trustee shall act solely on behalf
of the Holders of the Trust Capital Securities and not on behalf of the Holders
of the Common Securities, and only the Holders of a Majority in Liquidation
Amount of the Trust Capital Securities will have the right to direct the
Property Trustee to act on their behalf.

     SECTION 4.4. Payment Procedures.

     Payments of Distributions (including any Additional Interest Amounts), the
Redemption Price, Liquidation Amount or any other amounts in respect of the
Trust Capital Securities shall be made by wire transfer at such place and to
such account at a banking institution in the United States as may be designated
in writing at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Securities Register. If any Trust Capital Securities are held by a
Depositary, such Distributions thereon shall be made to the Depositary in
immediately available funds. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holder of all the Common Securities.

     SECTION 4.5. 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 shall provide to the Trust, such forms or certificates as are
necessary to establish an exemption from or reduction in withholding and backup
withholding tax with respect to each Holder 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,
shall remit amounts withheld with respect to the Holder 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, including any payments referred to in Section 4.8 hereof, the amount
withheld shall be deemed to be a Distribution in the amount of the withholding
to the Holder. In the event of any claimed overwithholding, Holders 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.

<PAGE>

     SECTION 4.6. Tax Returns and Other Reports.

     (a) The Administrative Trustees shall prepare (or cause to be prepared) at
the principal office of the Trust in the United States, as defined for purposes
of Treasury Regulations section 301.7701-7, 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. The Administrative
Trustees shall prepare at the principal office of the Trust in the United
States, as defined for purposes of Treasury regulations section 301.7701-7, and
furnish (or cause to be prepared and furnished), by January 31 in each taxable
year of the Trust to each Holder all Internal Revenue Service forms and returns
required to be provided by the Trust. The Administrative Trustees shall provide
the Depositor and the Property Trustee with a copy of all such returns and
reports promptly after such filing or furnishing.

     (b) So long as the Property Trustee is the holder of the ICONs, the
Administrative Trustees will cause the Depositor's reports on Form FR Y-9C to be
delivered to the Property Trustee promptly following their filing with the
Federal Reserve.

     SECTION 4.7. Payment of Taxes, Duties, Etc. of the Trust.

     Upon receipt under the ICONs of Additional Sums and upon the written
direction of the Administrative Trustees, the Property Trustee shall promptly
pay, solely out of monies 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. Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Trust Capital Securities
shall be reduced by the amount of any corresponding payment such Holder (or any
Owner with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 6.10(b) of this Trust Agreement.

     SECTION 4.9. Exchanges.

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

<PAGE>

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

     SECTION 4.10. Calculation Agent.

     (a) The Property Trustee shall initially, and for so long as it holds any
of the ICONs, be the Calculation Agent for purposes of determining LIBOR for
each Distribution Date. The Calculation Agent may be removed by the
Administrative Trustees at any time. If the Calculation Agent is unable or
unwilling to act as such or is removed by the Administrative Trustees, the
Administrative Trustees will promptly appoint as a replacement Calculation Agent
the London office of a leading bank which is engaged in transactions in
three-month Eurodollar deposits in the international Eurodollar market and which
does not control or is not controlled by or under common control with the
Administrative Trustees or their Affiliates. The Calculation Agent may not
resign its duties without a successor having been duly appointed.

     (b) The Calculation Agent shall be required to agree that, as soon as
possible after 11:00 a.m. (London time) on each LIBOR Determination Date, but in
no event later than 11:00 a.m. (London time) on the Business Day immediately
following each LIBOR Determination Date, the Calculation Agent will calculate
the distribution rate (rounded to the nearest cent, with half a cent being
rounded upwards) for the related Distribution Date, and will communicate such
rate and amount to the Depositor, Trustee, each Paying Agent and the Depositary.
The Calculation Agent will also specify to the Administrative Trustees the
quotations upon which the foregoing rates and amounts are based and, in any
event, the Calculation Agent shall notify the Administrative Trustees before
5:00 p.m. (London time) on each LIBOR Determination Date that either: (i) it has
determined or is in the process of determining the foregoing rates and amounts
or (ii) it has not determined and is not in the process of determining the
foregoing rates and amounts, together with its reasons therefor. The Calculation
Agent's determination of the foregoing rates and amounts for any Distribution
Date will (in the absence of manifest error) be final and binding upon all
parties. For the sole purpose of calculating the distribution rate for the Trust
Securities, "Business Day" shall be defined as any day on which dealings in
deposits in Dollars are transacted in the London interbank market.

     SECTION 4.11. Certain Accounting Matters.

     (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept at the principal office of the Trust in
the United States, as defined for purposes of Treasury Regulations section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The

<PAGE>

books of account shall be maintained on the accrual method of accounting, in
accordance with generally accepted accounting principles, consistently applied.

     (b) The Administrative Trustees shall either (i) if the Depositor is then
subject to such reporting requirements, cause each Form 10-K and Form 10-Q
prepared by the Depositor and filed with the Commission in accordance with the
Exchange Act to be delivered to each Holder, with a copy to the Property
Trustee, within thirty (30) days after the filing thereof or (ii) cause to be
prepared at the principal office of the Trust in the United States, as defined
for purposes of Treasury Regulations section 301.7701-7, and delivered to each
of the Holders, with a copy to the Property Trustee, within ninety (90) days
after the end of each Fiscal Year, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

     (c) The Trust shall maintain one or more non-interest bearing bank accounts
in the United States, as defined for purposes of Treasury Regulations section
301.7701-7, in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the ICONs held by the Property
Trustee shall be made directly to the Payment Account and no other funds of the
Trust shall be deposited in the Payment Account. The sole signatories for such
accounts (including the Payment Account) shall be designated by the Property
Trustee.

                                    ARTICLE V

                                   SECURITIES

     SECTION 5.1. Initial Ownership.

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

     SECTION 5.2. Authorized Trust Securities.

     The Trust shall be authorized to issue one series of Trust Capital
Securities having an aggregate Liquidation Amount of $750,000,000 and one series
of Common Securities having an aggregate Liquidation Amount of $1,000,000. In
accordance with the exercise by the Underwriters of the overallotment option,
the Company is authorized to issue additional Trust Capital Securities having an
aggregate Liquidation Amount of $112,500,000.

     SECTION 5.3. Issuance of the Common Securities; Purchase of ICONs.

     On the Closing Date, an Administrative Trustee, on behalf of the Trust,
shall execute and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, evidencing an aggregate of 1,000 Common
Securities having an aggregate Liquidation Amount of $1,000,000, for such Common
Securities having an aggregate Liquidation Amount of $1,000,000.
Contemporaneously therewith and with the sale by the Trust to the Holders of an
aggregate of 30,000,000 Trust Capital Securities having an aggregate Liquidation
Amount of $750,000,000, an Administrative Trustee, on behalf of the Trust, shall
subscribe for and purchase from the Depositor ICONs, to be registered in the
name of the Property Trustee on behalf of the

<PAGE>

Trust and having an aggregate principal amount equal to $749,000,000, and, in
satisfaction of the purchase price for such ICONs, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $750,000,000
(being the aggregate amount paid by the Holders for the Trust Capital Securities
and the amount paid by the Depositor for the Common Securities). In accordance
with the exercise by the Underwriters of the overallotment option, the Company
is authorized to issue additional Trust Capital Securities having an aggregate
Liquidation Amount of $112,500,000.

     SECTION 5.4. The Securities Certificates.

     (a) The Trust Capital Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25.00 in
excess thereof, and the Common Securities Certificates shall be issued in
minimum denominations of $1,000 Liquidation Amount and integral multiples of
$1,000 in excess thereof. The Securities Certificates shall be executed on
behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee. Securities Certificates bearing the signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign such Securities Certificates 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 Securities Certificates or did not have
such authority at the date of delivery of such Securities Certificates.

     (b) On the Closing Date, upon the written order of an authorized officer of
the Depositor, the Administrative Trustees shall cause Securities Certificates
to be executed on behalf of the Trust and delivered, without further corporate
action by the Depositor, in authorized denominations.

     (c) The Trust Capital Securities shall be, except as provided in Section
5.6, Book-Entry Trust Capital Securities issued in the form of one or more
Global Trust Capital Securities registered in the name of the Depositary, or its
nominee and deposited with the Depositary or a custodian for the Depositary for
credit by the Depositary to the respective accounts of the Depositary
Participants thereof (or such other accounts as they may direct).

     (d) A Trust Capital Security shall not be valid until authenticated by the
manual signature of an Authorized Officer of the Property Trustee. Such
signature shall be conclusive evidence that the Trust Capital Security has been
authenticated under this Trust Agreement. Upon written order of the Trust signed
by one Administrative Trustee, the Property Trustee shall authenticate the Trust
Capital Securities for original issue. The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Trust Capital Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrative
Trustees. The form of this certificate of authentication can be found in Section
5.13.

     SECTION 5.5. Rights of Holders.

     The Trust Securities shall have no preemptive or similar rights and when
issued and delivered to Holders against payment of the purchase price therefor
will be fully paid and non-

<PAGE>

assessable by the Trust. Except as provided in Section 5.11(b), the Holders of
the Trust Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

     SECTION 5.6. Book-Entry Trust Capital Securities.

     (a) A Global Preferred Security may be exchanged, in whole or in part, for
Definitive Preferred Securities Certificates registered in the names of the
Owners only if such exchange complies with Section 5.7 and (i) the Depositary
advises the Administrative Trustees and the Property Trustee in writing that the
Depositary is no longer willing or able properly to discharge its
responsibilities with respect to the Global Preferred Security, and no qualified
successor is appointed by the Administrative Trustees within ninety (90) days of
receipt of such notice, (ii) the Depositary ceases to be a clearing agency
registered under the Exchange Act and the Administrative Trustees fail to
appoint a qualified successor within ninety (90) days of obtaining knowledge of
such event, (iii) the Administrative Trustees at their option advise the
Property Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary or (iv) an ICON Event of Default has occurred and
is continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Preferred Securities,
the Delaware Trustee and the Property Trustee of the occurrence of such event
and of the availability of the Definitive Preferred Securities Certificates to
Owners of the Preferred Securities requesting the same. Upon the issuance of
Definitive Preferred Securities Certificates, the Trustees shall recognize the
Holders of the Definitive Preferred Securities Certificates as Holders.

     (b) If any Global Preferred Security is to be exchanged for Definitive
Preferred Securities Certificates or canceled in part, or if any Definitive
Preferred Securities Certificate is to be exchanged in whole or in part for any
Global Preferred Security, then either (i) such Global Preferred Security shall
be so surrendered for exchange or cancellation as provided in this Article V or
(ii) the aggregate Liquidation Amount represented by such Global Preferred
Security shall be reduced, subject to Section 5.4, or increased by an amount
equal to the Liquidation Amount represented by that portion of the Global
Preferred Security to be so exchanged or canceled, or equal to the Liquidation
Amount represented by such Definitive Preferred Securities Certificates to be so
exchanged for any Global Preferred Security, as the case may be, by means of an
appropriate adjustment made on the records of the Securities Registrar,
whereupon the Property Trustee, in accordance with the Applicable Depositary
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender to the
Administrative Trustees or the Securities Registrar of any Global Preferred
Security or Securities by the Depositary, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Depositary. None of the Securities Registrar or the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.

<PAGE>

     (c) Every Securities Certificate executed and delivered upon registration
or transfer of, or in exchange for or in lieu of, a Global Preferred Security or
any portion thereof shall be executed and delivered in the form of, and shall
be, a Global Preferred Security, unless such Securities Certificate is
registered in the name of a Person other than the Depositary for such Global
Preferred Security or a nominee thereof.

     (d) The Depositary or its nominee, as registered owner of a Global
Security, shall be the Holder of such Global Security for all purposes under
this Trust Agreement and the Global Security, and Owners with respect to a
Global Security shall hold such interests pursuant to the Applicable Depositary
Procedures. The Securities Registrar and the Trustees shall be entitled to deal
with the Depositary for all purposes of this Trust Agreement relating to the
Global Trust Capital Securities (including the payment of the Liquidation Amount
of and Distributions on the Book-Entry Trust Capital Securities represented
thereby and the giving of instructions or directions by Owners of Book-Entry
Trust Capital Securities represented thereby and the giving of notices) as the
sole Holder of the Book-Entry Trust Capital Securities represented thereby and
shall have no obligations to the Owners thereof. None of the Trustees nor the
Securities Registrar shall have any liability in respect of any transfers
effected by the Depositary.

     (e) The rights of the Owners of the Book-Entry Trust Capital Securities
shall be exercised only through the Depositary and shall be limited to those
established by law, the Applicable Depositary Procedures and agreements between
such Owners and the Depositary and/or the Depositary Participants; provided,
solely for the purpose of determining whether the Holders of the requisite
amount of Trust Capital Securities have voted on any matter provided for in this
Trust Agreement, to the extent that Trust Capital Securities are represented by
a Global Security, the Trustees may conclusively rely on, and shall be fully
protected in relying on, any written instrument (including a proxy) delivered to
the Property Trustee by the Depositary setting forth the Owners' votes or
assigning the right to vote on any matter to any other Persons either in whole
or in part. To the extent that Trust Capital Securities are represented by a
Global Security, the initial Depositary will make book-entry transfers among the
Depositary Participants and receive and transmit payments on the Trust Capital
Securities that are represented by a Global Security to such Depositary
Participants, and none of the Depositor or the Trustees shall have any
responsibility or obligation with respect thereto.

     (f) To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Trust Capital Securities are
represented by a Global Security, the Trustees shall give all such notices and
communications to the Depositary, and shall have no obligations to the Owners.

     SECTION 5.7. Registration of Transfer and Exchange of Trust Capital
Securities Certificates.

     (a) The Property Trustee shall keep or cause to be kept, at the Corporate
Trust Office, a register or registers (the "Securities Register") in which the
registrar and transfer agent with respect to the Trust Securities (the
"Securities Registrar"), subject to such reasonable regulations as it may
prescribe, shall provide for the registration of Trust Capital Securities
Certificates and Common Securities Certificates and registration of transfers
and exchanges of Trust Capital Securities Certificates as herein provided. The
Person acting as the Property Trustee shall at all

<PAGE>

times also be the Securities Registrar. The provisions of Article VIII shall
apply to the Property Trustee in its role as Securities Registrar.

     (b) Upon surrender for registration of transfer of any Trust Capital
Securities Certificate at the office or agency maintained pursuant to Section
5.7(f), the Administrative Trustees or any one of them shall execute by manual
or facsimile signature and deliver to the Property Trustee, and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Trust Capital Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount as may be
required by this Trust Agreement dated the date of execution by such
Administrative Trustee or Trustees. At the option of a Holder, Trust Capital
Securities Certificates may be exchanged for other Trust Capital Securities
Certificates in authorized denominations and of a like aggregate Liquidation
Amount upon surrender of the Trust Capital Securities Certificate to be
exchanged at the office or agency maintained pursuant to Section 5.7(f).
Whenever any Trust Capital Securities Certificates are so surrendered for
exchange, the Administrative Trustees or any one of them shall execute by manual
or facsimile signature and deliver to the Property Trustee, and the Property
Trustee shall authenticate and deliver, the Trust Capital Securities
Certificates that the Holder making the exchange is entitled to receive.

     (c) The Securities Registrar shall not be required, (i) to issue, register
the transfer of or exchange any Trust Capital Security during a period beginning
at the opening of business fifteen (15) days before the day of selection for
redemption of such Trust Capital Securities pursuant to Article IV and ending at
the close of business on the day of mailing of the notice of redemption or (ii)
to register the transfer of or exchange any Trust Capital Security so selected
for redemption in whole or in part, except, in the case of any such Trust
Capital Security to be redeemed in part, any portion thereof not to be redeemed.

     (d) Every Trust Capital Securities Certificate presented or surrendered for
registration of transfer or exchange shall be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Securities
Registrar duly executed by the Holder or such Holder's attorney duly authorized
in writing.

     (e) No service charge shall be made for any registration of transfer or
exchange of Trust Capital Securities Certificates, but the Property Trustee on
behalf of the Trust may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Capital Securities Certificates.

     (f) The Administrative Trustees shall designate an office or offices or
agency or agencies where Trust Capital Securities Certificates may be
surrendered for registration of transfer or exchange, and initially designate
the Corporate Trust Office as its office and agency for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, the
Property Trustee and to the Holders of any change in the location of any such
office or agency.

     SECTION 5.8. Mutilated, Destroyed, Lost or Stolen Securities Certificates.

<PAGE>

     (a) If any mutilated Securities Certificate shall be surrendered to the
Securities Registrar together with such security or indemnity as may be required
by the Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery in exchange therefor a new
Securities Certificate of like class, tenor and denomination.

     (b) If the Securities Registrar shall receive evidence to its satisfaction
of the destruction, loss or theft of any Securities Certificate and 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 Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust, shall execute and make available for delivery,
and, with respect to Trust Capital Securities, the Property Trustee shall
authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.

     (c) In connection with the issuance of any new Securities Certificate under
this Section 5.8, 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, which shall be treated as
Distribution to the applicable Holder and reduce any subsequent Distributions
payable to such Holder by the amount of such tax or charge.

     (d) Any duplicate Securities Certificate issued pursuant to this Section
5.8 shall constitute conclusive evidence of an undivided beneficial interest in
the assets of the Trust corresponding to that evidenced by the mutilated, lost,
stolen or destroyed Securities Certificate, as if originally issued, whether or
not the lost, stolen or destroyed Securities Certificate shall be found at any
time.

     (e) If any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Depositor in its discretion may, instead
of issuing a new Security, pay such Security.

     (f) The provisions of this Section 5.8 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 Securities Certificates.

     SECTION 5.9. Persons Deemed Holders.

     The Trustees and the Securities Registrar shall each treat the Person in
whose name any Securities Certificate shall be registered in the Securities
Register as the owner of such Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever except that if the
beneficial owner is a different Person, then that beneficial owner shall be the
owner for purposes of Section 4.5 and Section 4.6(a), and none of the Trustees
and the Securities Registrar shall be bound by any notice to the contrary.

     SECTION 5.10. Cancellation.
<PAGE>

     All Trust Capital Securities Certificates surrendered for registration of
transfer or exchange or for payment shall, if surrendered to any Person other
than the Property Trustee, be delivered to the Property Trustee, and any such
Trust Capital Securities Certificates and Trust Capital Securities Certificates
surrendered directly to the Property Trustee for any such purpose shall be
promptly canceled by it. The Administrative Trustees may at any time deliver to
the Property Trustee for cancellation any Trust Capital Securities Certificates
previously delivered hereunder that the Administrative Trustees may have
acquired in any manner whatsoever, and all Trust Capital Securities Certificates
so delivered shall be promptly canceled by the Property Trustee. No Trust
Capital Securities Certificates shall be executed and delivered in lieu of or in
exchange for any Trust Capital Securities Certificates canceled as provided in
this Section 5.10, except as expressly permitted by this Trust Agreement. All
canceled Trust Capital Securities Certificates shall be disposed of by the
Property Trustee in accordance with its customary practices and the Property
Trustee shall deliver to the Administrative Trustees upon their request therefor
a certificate of such disposition.

     SECTION 5.11. Ownership of Common Securities by Depositor.

     (a) On the Closing Date, the Depositor shall acquire, and thereafter shall
retain, beneficial and record ownership of the Common Securities. Neither the
Depositor nor any successor Holder of the Common Securities may transfer less
than all the Common Securities, and the Depositor or any such successor Holder
may transfer the Common Securities only (i) in connection with a consolidation
or merger of the Depositor into another Person, or any conveyance, transfer or
lease by the Depositor of its properties and assets substantially as an entirety
to any Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section
8.1 of the Indenture or (ii) to the Depositor or an Affiliate of the Depositor,
in each such case in compliance with applicable law (including the Securities
Act, and applicable state securities and blue sky laws). To the fullest extent
permitted by law, any attempted transfer of the Common Securities other than as
set forth in the immediately preceding sentence shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating substantially "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT."

     (b) Any Holder of the Common Securities shall be liable for the debts and
obligations of the Trust in the manner and to the extent set forth herein with
respect to the Depositor and agrees that it shall be subject to all liabilities
to which the Depositor may be subject.

     SECTION 5.12. Legends.

     (a) Each Trust Capital Security Certificate shall bear a legend in
substantially the following form:

     "THIS TRUST CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
     TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF
     THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS PREFERRED
     SECURITY IS EXCHANGEABLE

<PAGE>

     FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
     NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT,
     AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS
     PREFERRED SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
     DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
     CIRCUMSTANCES.

     UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
     OF DTC TO NATIONAL CITY CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS
     REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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 ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
     OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR
     ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
     INSURANCE CORPORATION (THE "FDIC")."

     SECTION 5.13. Form of Certificate of Authentication.

     The Property Trustee's certificate of authentication shall be in
substantially the following form:

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

Dated: _________                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A., not in its individual capacity,
                                        but solely as Property Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

                                   ARTICLE VI

                        MEETINGS; VOTING; ACTS OF HOLDERS

     SECTION 6.1. Notice of Meetings.

<PAGE>

     Notice of all meetings of the Holders of the Trust Capital Securities,
stating the time, place and purpose of the meeting, shall be given by the
Property Trustee pursuant to Section 11.8 to each Holder of Trust Capital
Securities, at such Holder's registered address, at least fifteen (15) days and
not more than ninety (90) days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

     SECTION 6.2. Meetings of Holders of the Trust Capital Securities.

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

     (b) The Holders of at least a Majority in Liquidation Amount of the Trust
Capital Securities, present in person or by proxy, shall constitute a quorum at
any meeting of the Holders of the Trust Capital Securities.

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

     SECTION 6.3. Voting Rights.

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

     SECTION 6.4. Proxies.

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

<PAGE>

     SECTION 6.5. Holder Action by Written Consent.

     Any action that may be taken by Holders at a meeting may be taken without a
meeting and without prior notice if Holders holding at least a Majority in
Liquidation Amount of all Trust Capital Securities entitled to vote in respect
of such action (or such lesser or greater proportion thereof as shall be
required by any other provision of this Trust Agreement) shall consent to the
action in writing; provided, that notice of such action is promptly provided to
the Holders of Trust Capital Securities that did not consent to such action. Any
action that may be taken by the Holders of all the Common Securities may be
taken without a meeting and without prior notice if such Holders shall consent
to the action in writing.

     SECTION 6.6. Record Date for Voting and Other Purposes.

     Except as provided in Section 6.10(a), for the purposes of determining the
Holders who are entitled to notice of and to vote at any meeting or to act by
written consent, or to participate in any distribution on the Trust Securities
in respect of which a record date is not otherwise provided for in this Trust
Agreement, or for the purpose of any other action, the Administrative Trustees
may from time to time fix a date, not more than ninety (90) days prior to the
date of any meeting of Holders or the payment of a Distribution or other action,
as the case may be, as a record date for the determination of the identity of
the Holders of record for such purposes.

     SECTION 6.7. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
thereof duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Trust Agreement and conclusive in favor of
the Trustees, if made in the manner provided in this Section 6.7.

     (b) 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 such signer's individual capacity, such
certificate or affidavit shall also constitute sufficient proof of such signer's
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that any Trustee receiving the same deems sufficient.

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

<PAGE>

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

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

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

     SECTION 6.8. Inspection of Records.

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

     SECTION 6.9. Limitations on Voting Rights.

     (a) Except as expressly provided in this Trust Agreement and in the
Indenture and as otherwise required by law, no Holder of Trust Capital
Securities shall have any right to vote or in any manner otherwise control the
purposes, 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 Securities Certificates, be construed so as to
constitute the Holders from time to time as partners or members of an
association.

     (b) So long as any ICONs are held by the Property Trustee on behalf of the
Trust, the Property Trustee shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the ICON Trustee, or
exercise any trust or power conferred on the Property Trustee with respect to
the ICONs, (ii) waive any past default that may be waived under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the ICONs shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the ICONs, 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 the Trust Capital
Securities; provided, that where a consent under the Indenture would require the
consent of each holder of ICONs (or each Holder of Trust Capital Securities)
affected thereby, no such consent shall be given by the Property Trustee without
the prior written consent of each Holder of Trust Capital Securities. The
Property Trustee shall not revoke any action previously authorized or approved
by a vote of the Holders of the Trust

<PAGE>

Capital Securities, except by a subsequent vote of the Holders of the Trust
Capital Securities. In addition to obtaining the foregoing approvals of the
Holders of the Trust Capital Securities, prior to taking any of the foregoing
actions, the Property Trustee shall, at the expense of the Depositor, obtain an
Opinion of Counsel experienced in such matters to the effect that such action
shall not cause the Trust to be taxable as a corporation or classified as other
than a grantor trust for United States federal income tax purposes.

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

     SECTION 6.10. Acceleration of Maturity; Rescission of Annulment; Waivers of
Past Defaults.

     (a) For so long as any Trust Capital Securities remain Outstanding, if,
upon an ICON ICON Event of Default pursuant to paragraphs of Section 5.1 of the
Indenture, the ICON Trustee fails or the holders of not less than twenty five
percent (25%) in principal amount of the outstanding ICONs fail to declare the
principal of all of the ICONs to be immediately due and payable, the Holders of
at least twenty-five percent (25%) in Liquidation Amount of the Trust Capital
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Property Trustee, the Depositor and the ICON Trustee.
If the Property Trustee fails to enforce its rights under the Indenture, any
Holder of Trust Capital Securities may, to the extent permitted by applicable
law, institute a legal proceeding against the Depositor to enforce the Property
Trustee's rights under the Indenture without first instituting legal proceedings
against the Property Trustee or any other person. If an ICON Event of Default
has occurred due to Depositor's failure to pay interest in full on the ICONs for
a period of 30 days after the conclusion of the 10-year period following the
commencement of any Extension Period, than a registered Holder of Trust Capital
Securities may institute a direct action on or after the due date directly
against the Depositor for enforcement of payment of the principal of, or
interest on, the ICONs to that Holder with respect to ICONs having a principal
amount equal to the total liquidation amount of that Holder's Trust Capital
Securities. If such an ICON Event of Default occurs, a majority in Liquidation
Amount of the Holders of the Trust Capital Securities shall be entitled to
remove or appoint the Property Trustee and the Delaware Trustee.

     At any time after a declaration of acceleration with respect to the ICONs
has been made and before a judgment or decree for payment of the money due has
been obtained by the ICON Trustee as provided in the Indenture, the Holders of
at least a Majority in Liquidation

<PAGE>

Amount of the Trust Capital Securities, by written notice to the Property
Trustee, the Depositor and the ICON Trustee, may rescind and annul such
declaration and its consequences if:

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

               (A) all overdue installments of interest on all of the ICONs;

               (B) any accrued Additional Interest on all of the ICONs;

               (C) the principal of and any premium on any ICONs that have
          become due otherwise than by such declaration of acceleration and
          interest and Additional Interest thereon at the rate borne by the
          ICONs; and

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

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

     Upon receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Trust Capital Securities, a record date shall be established for determining
Holders of Outstanding Trust Capital Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is
ninety (90) days after the Depositor has paid or deposited with the ICON Trustee
a sum sufficient 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 ninety (90)-day period, a new written notice of
declaration of acceleration, or rescission and annulment thereof, as the case
may be, that is identical to a written notice that has been canceled pursuant to
the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.10(a).

     (b) For so long as any Trust Capital Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon an ICON Event of Default specified in Section 5.1 of the
Indenture, any Holder of Trust Capital Securities shall have the right to
institute a proceeding directly against the Depositor, pursuant to Section 5.8
of the Indenture, for enforcement of payment to such Holder of any amounts
payable in respect of ICONs having an aggregate principal amount equal to the
aggregate Liquidation Amount of the Trust Capital Securities of such Holder.
Except as set forth in Section 6.10(a) and

<PAGE>

this Section 6.10(b), the Holders of Trust Capital Securities shall have no
right to exercise directly any right or remedy available to the holders of, or
in respect of, the ICONs.

     (c) Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Trust Capital
Securities may, on behalf of the Holders of all the Trust Capital Securities,
waive any ICON Event of Default, except any ICON Event of Default arising from
the failure to pay any principal of or any premium or interest on (including any
Additional Interest) the ICONs (unless such ICON Event of Default has been cured
and a sum sufficient to pay all matured installments of interest and all
principal and premium on all ICONs due otherwise than by acceleration has been
deposited with the ICON Trustee) or an ICON Event of Default in respect of a
covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding ICON. Upon any such
waiver, such ICON Event of Default shall cease to exist and any ICON Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of the Indenture; but no such waiver shall affect any subsequent ICON Event of
Default or impair any right consequent thereon.

     (d) Notwithstanding paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Trust Capital
Securities may, on behalf of the Holders of all the Trust Capital Securities,
waive any past Event of Default and its consequences. Upon such waiver, any such
ICON Event of Default shall cease to exist, and any ICON Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Trust Agreement, but no such waiver shall extend to any subsequent or other ICON
Event of Default or impair any right consequent thereon.

     (e) The Holders of a Majority in Liquidation Amount of the Trust Capital
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Property Trustee in
respect of this Trust Agreement or the ICONs or exercising any trust or power
conferred upon the Property Trustee under this Trust Agreement; provided, that,
subject to Sections 8.5 and 8.7, the Property Trustee shall have the right to
decline to follow any such direction if the Property Trustee being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the Property Trustee in good faith shall, by an officer or officers of the
Property Trustee, determine that the proceedings so directed would be illegal or
involve it in personal liability or be unduly prejudicial to the rights of
Holders not party to such direction, and provided, further, that nothing in this
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.

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

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

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

<PAGE>

     (a) the Property Trustee is a national banking association, duly organized,
validly existing and in good standing under the laws of the United States of
America;

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

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

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

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

     (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 Certificate of
Incorporation or By-laws of the Property Trustee or the Delaware Trustee or (ii)
violate any applicable law, governmental rule or regulation of the United States
or the State of Delaware, as the case may be, governing the banking, trust or
general powers of the Property Trustee or the Delaware Trustee or any order,
judgment or decree applicable to the Property Trustee or the Delaware Trustee;

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

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

     SECTION 7.2. Representations and Warranties of Depositor.

<PAGE>

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

     (a) the Depositor is a corporation duly organized, validly existing and in
good standing under the laws of its state of incorporation;

     (b) the Depositor 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) this Trust Agreement has been duly authorized, executed and delivered
by the Depositor and constitutes the legal, valid and binding agreement of the
Depositor enforceable against the Depositor in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity;

     (d) the 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 applicable Trustees pursuant to the terms and
provisions of, and in accordance with the requirements of, this Trust Agreement
and the Holders will be, as of such date, entitled to the benefits of this Trust
Agreement;

     (e) 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 Depositor and do not require any approval of stockholders of the Depositor
and such execution, delivery and performance will not (i) violate the articles
or certificate of incorporation or by-laws (or other organizational documents)
of the Depositor or (ii) violate any applicable law, governmental rule or
regulation governing the Depositor or any material portion of its property or
any order, judgment or decree applicable to the Depositor or any material
portion of its property;

     (f) neither the authorization, execution or delivery by the Depositor of
this Trust Agreement nor the consummation of any of the transactions by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration with or the taking of any other action with respect
to any governmental authority or agency under any existing law governing the
Depositor or any material portion of its property; and

     (g) there are no proceedings pending or, to the best of the Depositor's
knowledge, threatened against or affecting the Depositor or any material portion
of its property in any court or before any governmental authority, agency or
arbitration board or tribunal that, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Depositor, as the case may be, to enter into or perform its
obligations under this Trust Agreement.

                                  ARTICLE VIII

                                  THE TRUSTEES

     SECTION 8.1. Number of Trustees.

<PAGE>

     The number of Trustees shall be five (5), provided, that the Property
Trustee and the Delaware Trustee may be the same Person, in which case the
number of Trustees shall be four (4). The number of Trustees may be increased or
decreased by Act of the Holder of the Common Securities subject to Sections 8.2,
8.3, and 8.4. The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or terminate the Trust.

     SECTION 8.2. Property Trustee Required.

     There shall at all times be a Property Trustee hereunder with respect to
the Trust Securities. The Property Trustee shall be a corporation organized and
doing business under the laws of the United States or of any state thereof,
authorized to exercise corporate trust powers, having a combined capital and
surplus of at least fifty million dollars ($50,000,000), subject to supervision
or examination by federal or state authority and having an office within the
United States. If any such Person publishes reports of condition at least
annually pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 8.2, 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 shall cease to be eligible in accordance with the
provisions of this Section 8.2, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article VIII.

     SECTION 8.3. Delaware Trustee Required.

     (a) 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 that has its
principal place of business in the State of Delaware, otherwise meets the
requirements of applicable Delaware law and 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
8.3, it shall resign immediately in the manner and with the effect hereinafter
specified in this Article VIII.

     (b) 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 and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Statutory Trust Act. The duties (including fiduciary
duties), liabilities and obligations of the Delaware Trustee shall be limited to
(a) accepting legal process served on the Trust in the State of Delaware and (b)
the execution of any certificates required to be filed with the Secretary of
State of the State of Delaware that the Delaware Trustee is required to execute
under Section 3811 of the Delaware Statutory Trust Act and there shall be no
other duties (including fiduciary duties) or obligations, express or implied, at
law or in equity, of the Delaware Trustee.

     SECTION 8.4. Appointment of Administrative Trustees.

<PAGE>

     (a) There shall at all times be one or more Administrative Trustees
hereunder with respect to the Trust Securities. Each Administrative Trustee
shall be either a natural person who is at least 21 years of age or a legal
entity that shall act through one or more persons authorized to bind that
entity. Each of the individuals identified as an "Administrative Trustee" in the
preamble of this Trust Agreement hereby accepts his or her appointment as such.

     (b) Except where a requirement for action by a specific number of
Administrative Trustees is expressly set forth in this Trust Agreement, any act
required or permitted to be taken by, and any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.11, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

     SECTION 8.5. Duties and Responsibilities of the Trustees.

     (a) The rights, immunities, duties and responsibilities of the Trustees
shall be as provided by this Trust Agreement and there shall be no other duties
(including fiduciary duties) or obligations, express or implied, at law or in
equity, of the Trustees; provided, however, that if an ICON Event of Default
known to the Property Trustee has occurred and is continuing, the Property
Trustee shall, prior to the receipt of directions, if any, from the Holders of
at least a Majority in Liquidation Amount of the Trust Capital Securities,
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, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs. Notwithstanding the foregoing, no provision of this Trust Agreement
shall require any of the Trustees to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its or their rights or powers, if it or they shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not herein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section
8.5. To the extent that, at law or in equity, a Trustee has duties and
liabilities relating to the Trust or to the Holders, such Trustee shall not be
liable to the Trust or to any Holder for such 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 Trustees
otherwise existing at law or in equity, are agreed by the Depositor and the
Holders to replace such other duties and liabilities of the Trustees.

     (b) All payments made by the Property Trustee or a Paying Agent in respect
of the Trust Securities shall be made only from the revenue and proceeds from
the Trust Property and only to the extent that there shall be sufficient revenue
or proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount

<PAGE>

distributable in respect of any Trust Security or for any other liability in
respect of any Trust Security. This Section 8.5(b) does not limit the liability
of the Trustees expressly set forth elsewhere in this Trust Agreement.

     (c) No provisions of this Trust Agreement shall be construed to relieve the
Property Trustee from liability with respect to matters that are within the
authority of the Property Trustee under this Trust Agreement for its own
negligent action, negligent failure to act or willful misconduct, except that:

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

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

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

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

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

     SECTION 8.6. Notices of Defaults and Extensions.

     (a) Except as provided in Section 6.10, within ninety (90) days after the
occurrence of a default actually known to the Property Trustee, the Property
Trustee shall transmit notice of such default to the Holders, the Administrative
Trustees and the Depositor, unless such default shall have been cured or waived;
provided, that, except in the case of a default in the payment of the principal
of or any premium or interest (including any Additional Interest) on any Trust
Security, the Property Trustee shall be fully protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Property Trustee
in good faith determines that the withholding of such notice is in the interests
of the Holders of the Trust Securities. For the purpose of this

<PAGE>

Section 8.6, the term "default" means any event that is, or after notice or
lapse of time or both would become, an ICON Event of Default.

     (b) Within three (3) Business Days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the ICONs
pursuant to the Indenture, the Property Trustee shall transmit, in the manner
and to the extent provided in Section 11.8, notice of such exercise to the
Holders and the Administrative Trustees, unless such exercise shall have been
revoked.

     (c) The Property Trustee shall not be deemed to have knowledge of any ICON
Event of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or unless
an officer of the Property Trustee charged with the administration of this Trust
Agreement shall have obtained actual knowledge of such ICON Event of Default.

     (d) The Property Trustee shall notify all Holders of the Trust Capital
Securities of any notice of default received with respect to the ICONs.

     SECTION 8.7. Certain Rights of Property Trustee. Subject to the provisions
of Section 8.5:

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

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

<PAGE>

     (c) any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers' Certificate unless
otherwise expressly provided herein;

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

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

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

     (g) the Property Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Trust Agreement at the request or
direction of any of the Holders pursuant to this Trust Agreement, unless such
Holders shall have offered to the Property Trustee security or indemnity
reasonably satisfactory to it against the costs, expenses (including reasonable
attorneys' fees and expenses) and liabilities that might be incurred by it in
compliance with such request or direction, including reasonable advances as may
be requested by the Property Trustee;

     (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, direction, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more Holders, but
the Property Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit, 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
at the expense of the Depositor and shall incur no liability of any kind by
reason of such inquiry or investigation;

     (i) the Property Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through its agents,
attorneys, custodians or nominees and the Property Trustee shall not be
responsible for any negligence or misconduct on the part of any such agent,
attorney, custodian or nominee 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 hereunder, the Property Trustee (i) may request
instructions from the Holders (which instructions may only be given by the
Holders of the same proportion in Liquidation Amount of the Trust Securities as

<PAGE>

would be entitled to direct the Property Trustee under this Trust Agreement 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;

     (l) without prejudice to any other rights available to the Property Trustee
under applicable law, when the Property Trustee incurs expenses or renders
services in connection with a Bankruptcy Event, such expenses (including legal
fees and expenses of its agents and counsel) and the compensation for such
services are intended to constitute expenses of administration under any
bankruptcy law or law relating to, creditors rights generally; and

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

     (n) No provision of this Trust Agreement shall be deemed to impose any duty
or obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.

     (o) the Trustee shall not be deemed to have notice of any Default or ICON
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default by the Trustee at the Corporate Trust Office of the Trustee, and such
notice references the Securities in this Indenture.

     (p) The rights, privileges, protections, immunities and benefits given to
the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

     SECTION 8.8. Delegation of Power.

     Any Trustee may, by power of attorney consistent with applicable law,
delegate to any other natural person over the age of 21 its, his or her power
for the purpose of executing any documents contemplated in Section 2.5. The
Trustees shall have power to delegate from time to time to such of their number
or to the Depositor the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of this Trust
Agreement.

     SECTION 8.9. May Hold Securities.
<PAGE>

     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 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 8.10. Compensation; Reimbursement; Indemnity.

     The Depositor agrees:

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

     (b) 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 their agents and counsel), except any such
expense, disbursement or advance as shall be determined to have been caused by
their own negligent action, negligent failure to act or willful misconduct; and

     (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless (i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any Trustee
or any Affiliate of any Trustee and (iv) any employee or agent of the Trust
(referred to herein as an "Indemnified Person") from and against any loss,
damage, liability, tax (other than income, franchise or other taxes imposed on
amounts paid pursuant to Section 8.10(a) or (b) hereof), penalty, expense, suit
or claim of any kind or nature whatsoever incurred without negligence, bad faith
or willful misconduct on its part, arising out of or in connection with the
acceptance or administration of the Trust hereunder, including the advancement
of funds to cover the reasonable 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.

     The Trust shall have no payment, reimbursement or indemnity obligations to
the Trustees under this Section 8.10. The provisions of this Section 8.10 shall
survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.

     No Trustee may claim any Lien on any Trust Property whether before or after
termination of the Trust as a result of any amount due pursuant to this Section
8.10.

     To the fullest extent permitted by law, in no event shall the Property
Trustee and the Delaware Trustee be liable for any indirect, special, punitive
or consequential loss or damage of any kind whatsoever, including, but not
limited to, lost profits, even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

     In no event shall the Property Trustee and the Delaware Trustee be liable
for any failure or delay in the performance of its obligations hereunder because
of circumstances beyond its control, including, but not limited to, acts of God,
flood, war (whether declared or undeclared),

<PAGE>

terrorism, fire, riot, embargo, government action, including any laws,
ordinances, regulations, governmental action or the like which delay, restrict
or prohibit the providing of the services contemplated by this Trust Agreement.

     SECTION 8.11. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article VIII shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 8.12.

     (b) A Trustee may resign at any time by giving written notice thereof to
the Depositor and, in the case of the Property Trustee and the Delaware Trustee,
to the Holders.

     (c) If an ICON Event of Default shall have occurred and be continuing, the
Property Trustee or the Delaware Trustee, or both of them, may be removed (with
or without cause) at such time by Act of the Holders of at least a Majority in
Liquidation Amount of the Trust Capital Securities, delivered to the removed
Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed (with or without cause) only by Act of the
Holder of the Common Securities at any time.

     (d) If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
reason, at a time when no ICON Event of Default shall have occurred and be
continuing, the Holder of the Common Securities, by Act of the Holder of the
Common Securities, shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee and the retiring Trustee shall comply with the applicable
requirements of Section 8.12. If the Property Trustee or the Delaware Trustee
shall resign, be removed or become incapable of continuing to act as the
Property Trustee or the Delaware Trustee, as the case may be, at a time when an
ICON Event of Default shall have occurred and be continuing, the Holders of the
Trust Capital Securities, by Act of the Holders of a Majority in Liquidation
Amount of the Trust Capital Securities, shall promptly appoint a successor
Property Trustee or Delaware Trustee, and such successor Property Trustee or
Delaware Trustee and the retiring Property Trustee or Delaware Trustee shall
comply with the applicable requirements of Section 8.12. If an Administrative
Trustee shall resign, be removed or become incapable of acting as Administrative
Trustee, at a time when an ICON Event of Default shall have occurred and be
continuing, the Holder of the Common Securities by Act of the Holder of Common
Securities shall promptly appoint a successor Administrative Trustee and such
successor Administrative Trustee and the retiring Administrative Trustee shall
comply with the applicable requirements of Section 8.12. If no successor Trustee
shall have been so appointed by the Holder of the Common Securities or Holders
of the Trust Capital Securities, as the case may be, and accepted appointment in
the manner required by Section 8.12 within thirty (30) days after the giving of
a notice of resignation by a Trustee, the removal of a Trustee, or a Trustee
becoming incapable of acting as such Trustee, any Holder who has been a Holder
of Trust Capital Securities for at least six (6) months may, on behalf of
himself and all others similarly situated, and any resigning Trustee may, in
each case, at the expense of the Depositor, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

<PAGE>

     (e) The Depositor shall give notice of each resignation and each removal of
the Property Trustee or the Delaware Trustee and each appointment of a successor
Property Trustee or Delaware Trustee to all Holders in the manner provided in
Section 11.8. Each notice shall include the name of the successor Property
Trustee or Delaware Trustee and the address of its Corporate Trust Office if it
is the Property Trustee.

     (f) 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 Holder of Common
Securities, incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by (i) the unanimous act of the
remaining Administrative Trustees if there are at least two of them or (ii)
otherwise by the Holder of the Common Securities (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 Sections 8.3 and
8.4.

     (g) Upon the appointment of a successor Delaware Trustee, such successor
Delaware Trustee shall file a Certificate of Amendment to the Certificate of
Trust in accordance with Section 3810 of the Delaware Statutory Trust Act.

     SECTION 8.12. Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Trustee, each
successor Trustee shall execute and deliver to the Depositor and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and each such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on request of the Trust or any successor Trustee such retiring Trustee
shall, upon payment of its charges, duly assign, transfer and deliver to such
successor Trustee all Trust Property, all proceeds thereof and money held by
such retiring Trustee hereunder with respect to the Trust Securities and the
Trust.

     (b) Upon request of any such successor Trustee, the Trust (or the retiring
Trustee if requested by the Depositor) shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all
such rights, powers and trusts referred to in the preceding paragraph.

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

     SECTION 8.13. 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 Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, provided, that such Person shall be
otherwise qualified and eligible under this Article VIII.

<PAGE>

     SECTION 8.14. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Securities Certificates shall be
taken as the statements of the Trust and the Depositor, and the Trustees do not
assume any responsibility for their correctness. The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the ICONs or the Trust Securities. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
ICONs.

     SECTION 8.15. Property Trustee May File Proofs of Claim.

     (a) In case of any Bankruptcy Event (or event that with the passage of time
would become a Bankruptcy Event) relative to the Trust or any other obligor upon
the Trust Securities or the property of the Trust or of such other obligor or
their creditors, the Property Trustee (irrespective of whether any Distributions
on the Trust Securities shall then be due and payable and irrespective of
whether the Property Trustee shall have made any demand on the Trust for the
payment of any past due Distributions) shall be entitled and empowered, to the
fullest extent permitted by law, by intervention in such proceeding or
otherwise:

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

          (ii) to collect and receive any monies 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 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 first 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.

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

     SECTION 8.16. Reports to and from the Property Trustee.

     (a) The Depositor and the Administrative Trustees shall deliver to the
Property Trustee, not later than forty five (45) days after the end of each of
the first three fiscal quarters of the Depositor and not later than ninety (90)
days after the end of each fiscal year of the Depositor ending after the date of
this Trust Agreement, an Officers' Certificate covering the preceding

<PAGE>

fiscal period, stating whether or not to the knowledge of the signers thereof
the Depositor and the Trust are in default in the performance or observance of
any of the terms, provisions and conditions of this Trust Agreement (without
regard to any period of grace or requirement of notice provided hereunder) and,
if the Depositor or the Trust shall be in default, specifying all such defaults
and the nature and status thereof of which they have knowledge.

     (b) The Property Trustee shall be provided with all reports, certificates
and information, which it is entitled to receive under each of the Operative
Documents, and deliver to (i) the Underwriter, (ii) the Guarantor and (iii) a
designee of (i) or (ii) above, all such reports, certificates or information
promptly upon receipt thereof.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     SECTION 9.1. Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Trust shall automatically dissolve on
November 15, 2066 (the "Expiration Date"), and the Trust Property shall be
liquidated in accordance with Section 9.4.

     SECTION 9.2. Early Termination.

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

     (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution
or liquidation of, the Depositor, in its capacity as the Holder of the Common
Securities, unless the Depositor shall have transferred the Common Securities as
provided by Section 5.11, in which case this provision shall refer instead to
any such successor Holder of the Common Securities;

     (b) the written direction to the Property Trustee from the Holder of the
Common Securities at any time to dissolve the Trust and, after satisfaction of
any liabilities of the Trust as required by applicable law, to distribute the
ICONs to Holders in exchange for the Trust Capital Securities (which direction
is optional and wholly within the discretion of the Holder of the Common
Securities), provided, that the Holder of the Common Securities shall have
received the prior approval of the Federal Reserve if then required and an
opinion of independent counsel that the distribution of the ICONs will not be
taxable to the holders for United States federal income tax purposes;

     (c) the redemption of all of the Trust Capital Securities in connection
with the payment at maturity or redemption of all the ICONs; and

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

     SECTION 9.3. Termination.

<PAGE>

     The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following: (a) the
distribution by the Property Trustee to Holders of all amounts required to be
distributed hereunder upon the liquidation of the Trust pursuant to Section 9.4,
or upon the redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the satisfaction 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
Holders.

     SECTION 9.4. Liquidation.

     (a) If an Early Termination Event specified in Section 9.2(a), (b) or (d)
occurs or upon the Expiration Date, the Trust shall be liquidated by the
Property Trustee as expeditiously as the Property Trustee shall determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Holder a Like Amount of ICONs,
subject to Section 9.4(d). Notice of liquidation shall be given by the Property
Trustee not less than thirty (30) nor more than sixty (60) days prior to the
Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Securities Register. All such 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 (subject to
     Section 9.4(d)) any Securities Certificates not surrendered for exchange
     will be deemed to represent a Like Amount of ICONs; and

          (iii) provide such information with respect to the mechanics by which
     Holders may exchange Securities Certificates for ICONs, or if Section
     9.4(d) applies, receive a Liquidation Distribution, as 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 ICONs to Holders, the Property
Trustee, either itself acting as exchange agent or through the appointment of a
separate exchange agent, shall establish a record date for such distribution
(which shall not be more than forty-five (45) days prior to the Liquidation Date
nor prior to the date on which notice of such liquidation is given to the
Holders) and establish such procedures as it shall deem appropriate to effect
the distribution of ICONs in exchange for the Outstanding 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 ICONs will be issued to Holders of
Securities Certificates, upon surrender of such Securities Certificates to the
exchange agent for exchange, (iii) the Depositor shall use its best efforts to
have the ICONs listed on the New York Stock Exchange or on such other exchange,
interdealer quotation system or self-regulatory organization on which the Trust
Capital Securities are then listed, if any, (iv) Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of ICONs
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Securities Certificates until such certificates

<PAGE>

are so surrendered (and until such certificates are so surrendered, no payments
of interest or principal will be made to Holders of Securities Certificates with
respect to such ICONs) and (v) all rights of Holders holding Trust Securities
will cease, except the right of such Holders to receive ICONs upon surrender of
Securities Certificates.

     (d) Notwithstanding the other provisions of this Section 9.4, if
distribution of the ICONs in the manner provided herein is determined by the
Property Trustee not to be permitted or 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, Holders will be
entitled to receive out of the assets of the Trust available for distribution to
Holders, 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 (based
upon Liquidation Amounts) with Holders of all Trust Securities, except that, if
an ICON Event of Default has occurred and is continuing, the Trust Capital
Securities shall have a priority over the Common Securities as provided in
Section 4.3.

     SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to, any Person except pursuant to this Article IX.
At the request of the Holders of the Common Securities, without the consent of
the Holders of the Trust Capital Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:

     (a) such successor entity either (i) expressly assumes all of the
obligations of the Trust under this Trust Agreement with respect to the Trust
Capital Securities or (ii) substitutes for the Trust Capital Securities other
securities having substantially the same terms as the Trust Capital Securities
(such other Securities, the "Successor Securities") so long as the Successor
Securities have the same priority as the Trust Capital Securities with respect
to distributions and payments upon liquidation, redemption and otherwise;

     (b) a trustee of such successor entity possessing substantially the same
powers and duties as the Property Trustee is appointed to hold the ICONs;

     (c) if the Trust Capital Securities or the ICONs are rated, such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
cause the Trust Capital Securities or the ICONs (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization that then assigns a rating to the Trust Capital Securities or the
ICONs;

<PAGE>

     (d) the Trust Capital Securities are listed, or any Successor Securities
will be listed upon notice of issuance, on any national securities exchange or
interdealer quotation system on which the Trust Capital Securities are then
listed, if any;

     (d) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the Holders of the Trust Capital Securities (including any
Successor Securities) in any material respect;

     (e) such successor entity has a purpose substantially identical to that of
the Trust;

     (f) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (i) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Trust Capital Securities (including any
Successor Securities) in any material respect; (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
"investment company" under the Investment Company Act and (iii) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust (or the successor entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and

     (g) the Depositor or its permitted transferee 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 Agreement.

Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of all of the Trust Capital Securities, consolidate, amalgamate, merge
with or into, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to any other Person or permit any other
entity to consolidate, amalgamate, merge with or into, or replace, the Trust if
such consolidation, amalgamation, merger, replacement, conveyance, transfer or
lease would cause the Trust or the successor entity to be taxable as a
corporation or a partnership or to be classified as other than a grantor trust
for United States federal income tax purposes or cause the ICONs to be treated
as other than indebtedness of the Depositor for United States federal income tax
purposes.

                                    ARTICLE X

                           INFORMATION TO UNDERWRITER

     SECTION 10.1. Depositor Obligations to Underwriter.

     Notwithstanding any other provision herein, the Depositor shall furnish to
(a) the Underwriter, (b) any Owner of the Trust Capital Securities reasonably
identified to the Depositor or the Trust (which identification may be made
either by such Owner or by the Guarantor or Underwriter) and (c) any designee of
(a) or (b) above, copies of all correspondence, notices, forms, filings, reports
and other documents required to be provided by the Depositor, whether acting
through an Administrative Trustee or otherwise, to the Property Trustee or
Delaware, Trustee under this Trust Agreement.

<PAGE>

     SECTION 10.2. Trustee's Obligations to Underwriter.

     Notwithstanding any other provision herein, the Property Trustee shall
furnish to (a) the Underwriter, (b) the Guarantor and (c) a designee of (a) or
(b) above, copies of all (i) correspondence, notices, forms, filings, reports
and other documents required to be provided to the Property Trustee or Delaware
Trustee by the Depositor, whether acting through an Administrative Trustee or
otherwise, under this Trust Agreement, and (ii) correspondence, notices, forms,
filings, reports and other documents required to be provided to the Depositor or
a Holder by the Property Trustee or Delaware Trustee under this Trust Agreement.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.1. Limitation of Rights of Holders.

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

     SECTION 11.2. Agreed Tax Treatment of Trust and Trust Securities.

     The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust for United States federal, state and local tax purposes as a grantor
trust and not as a partnership or as an association taxable as a corporation,
and to treat the Trust Securities (including all payments and proceeds with
respect to such Trust Securities) as undivided beneficial ownership interests in
the Trust Property (and payments and proceeds therefrom, respectively) for
United States federal, state and local tax purposes. The provisions of this
Trust Agreement shall be interpreted to further this intention and agreement of
the parties.

     SECTION 11.3. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Property
Trustee, the Administrative Trustees and the Holder of all the Common
Securities, without the consent of any Holder of the Trust Capital Securities,
(i) to cure any ambiguity, correct or supplement any provision herein that may
be defective or inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will neither be taxable as a corporation or a partnership nor be classified as
other than a grantor trust for United States federal income tax purposes at all
times that any Trust Securities are Outstanding or to ensure that the ICONs are

<PAGE>

treated as indebtedness of the Depositor for United States federal income tax
purposes, or to ensure that the Trust will not be required to register as an
"investment company" under the Investment Company Act or (iii) to add to the
covenants, restrictions or obligations of the Depositor; provided, that in the
case of clauses (i), (ii) or (iii), such action shall not adversely affect in
any material respect the interests of any Holder.

     (b) Except as provided in Section 11.3(c), any provision of this Trust
Agreement may be amended by the Property Trustee, the Administrative Trustees
and the Holder of all of the Common Securities and with (i) the consent of
Holders of at least a Majority in Liquidation Amount of the Trust Capital
Securities 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 cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes or affect the treatment of the ICONs as indebtedness
of the Depositor for United States federal income tax purposes or affect the
Trust's exemption from status (or from any requirement to register) as an
"investment company" under the Investment Company Act.

     (c) Notwithstanding any other provision of this Trust Agreement, without
the consent of each Holder, this Trust Agreement may not be amended to (i)
change the accrual rate, amount, currency or timing of any Distribution on or
the redemption price of the Trust Securities or otherwise adversely affect the
amount of any Distribution or other payment required to be made in respect of
the Trust Securities as of a specified date, (ii) restrict or impair the right
of a Holder to institute suit for the enforcement of any such payment on or
after such date, (iii) reduce the percentage of aggregate Liquidation Amount of
Outstanding Trust Capital Securities, the consent of whose Holders is required
for any such amendment, or the consent of whose Holders is required for any
waiver of compliance with any provision of this Trust Agreement or of defaults
hereunder and their consequences provided for in this Trust Agreement; (iv)
impair or adversely affect the rights and interests of the Holders in the Trust
Property, or permit the creation of any Lien on any portion of the Trust
Property; or (v) modify the definition of "Outstanding," this Section 11.3(c),
Sections 4.1, 4.2, 4.3, 6.10(e) or Article IX.

     (d) Notwithstanding any other provision of this Trust Agreement, no Trustee
shall enter into or consent to any amendment to this Trust Agreement that would
cause the Trust to be taxable as a corporation or a partnership or to be
classified as other than a grantor trust for United States federal income tax
purposes or that would cause the ICONs to fail or cease to be treated as
indebtedness of the Depositor for United States federal income tax purposes or
that would cause the Trust to fail or cease to qualify for the exemption from
status (or from any requirement to register) as an "investment company" under
the Investment Company Act.

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

     (f) No Trustee shall be required to enter into any amendment to this Trust
Agreement that affects its own rights, duties or immunities under this Trust
Agreement. The Trustees shall be provided with an Opinion of Counsel and an
Officers' Certificate stating that any amendment to this Trust Agreement is in
compliance with this Trust Agreement and all conditions precedent herein
provided for relating to such action have been met.

<PAGE>

     (g) No amendment or modification to this Trust Agreement that adversely
affects in any material respect the rights, duties, liabilities, indemnities or
immunities of the Delaware Trustee hereunder shall be permitted without the
prior written consent of the Delaware Trustee.

     SECTION 11.4. Separability.

     If any provision in this Trust Agreement or in the 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, and there shall be deemed substituted for the provision at
issue a valid, legal and enforceable provision as similar as possible to the
provision at issue.

     SECTION 11.5. Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS,
THE TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS
OF LAWS PROVISIONS.

     SECTION 11.6. Successors.

     This Trust Agreement shall be binding upon and shall inure to the benefit
of any successor to the Depositor, the Trust and any Trustee, including any
successor by operation of law. Except in connection with a transaction involving
the Depositor that is permitted under Article VIII 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 11.7. Headings.

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

     SECTION 11.8. Reports, Notices and Demands.

     (a) Any report, notice, demand or other communication that by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Holder or the Depositor may be given or served in writing delivered in
person, or by reputable, overnight courier, by telecopy or by deposit thereof,
first-class postage prepaid, in the United States mail, addressed, (a) in the
case of a Holder of Trust Capital Securities, to such Holder as such Holder's
name and address may appear on the Securities Register; and (b) in the case of
the Holder of all the Common Securities or the Depositor, to National City
Corporation 1900 East Ninth Street, Cleveland, Ohio 44114, Attention: Chief
Financial Officer, or to such other address as may be specified in a written
notice by the Holder of all the Common Securities or the Depositor, as the case
may be, to the Property Trustee. Such report, notice, demand or other
communication to or upon a Holder or the Depositor shall be deemed to have been
given when received in person, within one (1) Business Day following delivery by
overnight courier, when telecopied with

<PAGE>

receipt confirmed, or within three (3) Business Days following delivery by mail,
except that if a notice or other document is refused delivery or cannot be
delivered because of a changed address of which no notice was given, such notice
or other document shall be deemed to have been delivered on the date of such
refusal or inability to deliver.

     (b) Any notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Property Trustee, the Delaware Trustee, the Administrative Trustees, the Trust,
the Guarantor, or the Underwriter shall be given in writing by deposit thereof,
first-class postage prepaid, in the U.S. mail, personal delivery or facsimile
transmission, addressed to such Person as follows: (a) with respect to the
Property Trustee to The Bank of New York Trust Company, N.A., 2 N. LaSalle
Street, Suite 1020, Chicago, IL 60602, Attention: Corporate Trust, facsimile
no.(312) 827-8542; (b) with respect to the Delaware Trustee, to The Bank of New
York (Delaware), 502 White Clay Center, Route 273 New Castle County, Newark,
Delaware 19711, Attention: Corporate Trust, facsimile no. [______]; (c) with
respect to the Administrative Trustees, to them at the address above for notices
to the Depositor, marked "Attention: Administrative Trustees of National City
Capital Trust II," (d) with respect to the Trust, to its principal executive
office specified in Section 2.2, with a copy to the Property Trustee, (e) with
respect to the Guarantor, to National City Corporation, 1900 East Ninth Street,
Cleveland, Ohio 44119 and (f) with respect to the Underwriter, to Merrill Lynch,
Pierce, Fenner & Smith Incorporated, 4 World Financial Center, New York New
York, 10080, facsimile no. (212) 449-1897. Such notice, demand or other
communication to or upon the Trust, the Property Trustee or the Administrative
Trustees shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Trust, the Property Trustee or the
Administrative Trustees.

     SECTION 11.9. Agreement Not to Petition.

     Each of the Trustees and the Depositor agree for the benefit of the Holders
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 Law or otherwise join in the
commencement of any proceeding against the Trust under any Bankruptcy Law. If
the Depositor takes action in violation of this Section 11.9, the Property
Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the applicable 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 estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.

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

     SECTION 11.10. Waiver of Jury Trial

     EACH OF THE TRUSTEES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY

<PAGE>

JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
SECURITIES, OR THE TRANSACTION CONTEMPLATED HEREBY.

                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                                        National City Corporation
                                        as Depositor


                                        By:
                                            ------------------------------------
                                        Name: Thomas A. Richlovsky
                                        Title: Senior Vice President and
                                               Treasurer


The Bank of New York Trust Company,     The Bank of New York (Delaware),
N.A., as Property Trustee               as Delaware Trustee


By:                                     By:
    ---------------------------------       ------------------------------------
Name:                                   Name:
      -------------------------------         ----------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------


-------------------------------------
Name: Thomas A. Richlovsky
      Administrative Trustee


-------------------------------------
Name: Sue Kinsey
      Administrative Trustee


-------------------------------------
Name: Andy Dunham
      Administrative Trustee
<PAGE>

                                                                       Exhibit A

THIS COMMON SECURITIES CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT

Certificate                                   Number of Common Securities: _____
No. _____

                    Certificate Evidencing Common Securities

                                       of

                         National City Capital Trust II

                 (Liquidation amount $1000 per Common Security)

     National City Capital Trust II, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that National City
Corporation (the "Holder") is the registered owner of common securities of the
Trust representing undivided beneficial ownership interests in the assets of the
Trust designated (the "Common Securities"). The Common Securities are not
transferable and any attempted transfer thereof shall be void except as
permitted by applicable law and by Section 5.11 of the Trust Agreement (as
defined below). 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 November 3, 2006 as the same
may be amended from time to time (the "Trust Agreement"), among National City
Corporation, as Depositor, The Bank of New York Trust Company, N.A., as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, the
Administrative Trustees named therein and the holders, from time to time, of
undivided beneficial ownership interests in the assets of the Trust. The Holder
is entitled to the benefits of the Guarantee Agreement to the extent described
therein. The Trust will furnish a copy of the Trust Agreement, the Guarantee
Agreement and the Indenture to the Holder without charge upon written request to
the Property Trustee at its principal place of business or registered office.

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

     By its acceptance, the Holder agrees to treat, for United States federal,
state and local income tax purposes, the ICONs as indebtedness and the Common
Securities as evidence of an undivided beneficial ownership interest in the
ICONs.


                                       A-1

<PAGE>

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

     Capitalized terms used but not defined herein shall have the meanings set
forth in the Trust Agreement.

                                        National City Capital Trust II


                                        By:
                                            ------------------------------------
                                        Name: Thomas A. Richlovsky
                                              Administrative Trustee


                                       A-2

<PAGE>

                                                                       Exhibit B

THIS TRUST CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS TRUST CAPITAL
SECURITY IS EXCHANGEABLE FOR TRUST CAPITAL SECURITIES REGISTERED IN THE NAME OF
A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER OF THIS TRUST CAPITAL SECURITY
(OTHER THAN A TRANSFER OF THIS TRUST CAPITAL SECURITY AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS TRUST CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC TO NATIONAL CITY CAPITAL TRUST II OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY TRUST CAPITAL SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS 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 ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION.

<PAGE>

Certificate No. _____                Number of Trust Preferred Securities: _____

CUSIP NO.

63540T200

                Certificate Evidencing Trust Preferred Securities

                                       of

                         National City Capital Trust II

                     Fully and Unconditionally Guaranteed by
                            National City Corporation

            (Liquidation amount $25.00 per Trust Preferred Security)

     National City Capital Trust II, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of capital securities of the Trust
representing undivided beneficial ownership interests in the assets of the Trust
designated the Trust Preferred Securities (the "Trust Capital Securities"). The
Trust Capital 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 the Trust Agreement
(as defined below). The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Trust Capital Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust, dated
as of November 3, 2006, as the same may be amended from time to time (the "Trust
Agreement"), among National City Corporation, a Delaware corporation, as
Depositor, The Bank of New York Trust Company, N.A., as Property Trustee, The
Bank of New York (Delaware), as Delaware Trustee, the Administrative Trustees
named therein and the holders, from time to time, of undivided beneficial
ownership interests in the assets of the Trust. The Holder is entitled to the
benefits of the Guarantee Agreement to the extent provided therein. The Trust
will furnish a copy of the Trust Agreement and the Guarantee Agreement and the
Indenture to the Holder without charge upon written request to the Property
Trustee at its principal place of business or registered office.

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

     By its acceptance, the Holder agrees to treat, for United States federal,
state and local income tax purposes, the ICONs as indebtedness and the Common
Securities as evidence of an undivided indirect beneficial ownership interest in
the ICONs.

<PAGE>

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

     All capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.

     IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed on behalf of the Trust this certificate this 3rd day of November, 2006.

                                        NATIONAL CITY CAPITAL TRUST II


                                        By:
                                            ------------------------------------
                                        Name: Thomas A. Richlovsky
                                              Administrative Trustee

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

                                        The Bank of New York Trust Company,
                                        N.A., not in its individual capacity,
                                        but solely as Property Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory

<PAGE>

                                                                      Schedule A

                             DETERMINATION OF LIBOR

     With respect to the Trust Capital Securities, the London interbank offered
rate ("LIBOR") shall be determined by the Calculation Agent in accordance with
the following provisions (in each case rounded to the nearest .000001 %):

One-Month LIBOR is, with respect to any Interest Period beginning on or after
the Scheduled Maturity Date, the rate (expressed as a percentage per annum) for
deposits in U.S. dollars for a one-month period commencing on the first day of
that monthly interest period that appears on the MoneyLine Telerate Page as of
11:00 a.m. (London time) on the LIBOR Determination Date for that Interest
Period. If such rate does not appear on MoneyLine Telerate Page, One-Month LIBOR
will be determined on the basis of the rates at which deposits in U.S. dollars
for a one-month period commencing on the first day of that Interest Period and
in a principal amount of not less than $1,000,000 are offered to prime banks in
the London interbank market by four major banks in the London interbank market
selected by the Calculation Agent (after consultation with the Company), at
approximately 11:00 a.m., London time on the LIBOR Determination Date for that
Interest Period. The Calculation Agent will request the principal London office
of each of such banks to provide a quotation of its rate. If at least two such
quotations are provided, One-Month LIBOR with respect to that Interest Period
will be the arithmetic mean (rounded upward if necessary to the nearest whole
multiple of 0.00001%) of such quotations. If fewer than two quotations are
provided, One-Month LIBOR with respect to that Interest Period will be the
arithmetic mean (rounded upward if necessary to the nearest whole multiple of
0.00001%) of the rates quoted by three major banks in New York City selected by
the Calculation Agent, at approximately 11:00 a.m., New York City time, on the
first day of that Interest Period for loans in U.S. dollars to leading European
banks for a one-month period commencing on the first day of that Interest Period
and in a principal amount of not less than $1,000,000. However, if fewer than
three banks selected by the Calculation Agent to provide quotations are quoting
as described above, One-Month LIBOR for that Interest Period will be the same as
One-Month LIBOR as determined for the previous Interest Period or, in the case
of the Interest Period commencing on the Scheduled Maturity Date, 6.625%. The
establishment of one-month LIBOR for each Interest Period commencing on or after
the Scheduled Maturity Date by the Calculation Agent shall (in the absence of
manifest error) be final and binding. For purposes of this definition, "London
Banking Day" means any day on which commercial banks are open for general
business (including dealings in deposits in U.S. dollars) in London, England;
"LIBOR Determination Date" means the second London banking day immediately
preceding the first day of the relevant Interest Period; "MoneyLine Telerate
Page" means the display on MoneyLine Telerate, Inc., or any successor service,
on the Telerate Page 3750 or any replacement page or pages on that service; and
"Telerate Page 3750" 'means the display designated on page 3750 on MoneyLine
Telerate (or such other page as may replace the 3750 page on the service or such
other service as may be nominated by the British Bankers' Association for the
purpose of displaying London interbank offered rates for U.S. Dollar


                                  Schedule A-1