EX-4.3



 





Exhibit 4.3




 

 








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




 






Dated as of May 25, 2007




NATIONAL CITY CAPITAL TRUST III




 

 






 









 












CROSS REFERENCE TABLE1




	 	 	 	 	 
	Section of Trust	 	 
	Indenture Act of	 	Section of
	1939, as amended	 	Agreement
	310(a)
	 	8.1, 8.2
	310(b)
	 	Inapplicable
	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)
	 	8.16
	313(b)
	 	8.16
	313(c)
	 	8.16
	313(d)
	 	8.16
	314(a)
	 	8.16
	314(b)
	 	Inapplicable
	314(c)
	 	5.4(d)
	314(d)
	 	Inapplicable
	314(e)
	 	Inapplicable
	314(f)
	 	Inapplicable
	315(a)
	 	8.5, 8.7
	315(b)
	 	8.6(a)
	315(c)
	 	8.5(c)
	315(d)
	 	8.5(c)
	316(a)
	 	6.7, 6.10
	316(b)
	 	6.7, 6.10
	316(c)
	 	6.6
	317(a)
	 	6.10
	317(b)
	 	8.6(a)
	318(a)
	 	 	 	 








 




			
	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.




 









 










TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINED TERMS
	 	 	1	 
	 
	 	 	 	 
	Section 1.1. Definitions
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II THE TRUST
	 	 	10	 
	 
	 	 	 	 
	Section 2.1. Trust Indenture Act; Application
	 	 	10	 
	Section 2.2. Lists of Holders of Securities
	 	 	11	 
	Section 2.3. Name
	 	 	11	 
	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
	 	 	12	 
	Section 2.6. Purposes of Trust
	 	 	12	 
	Section 2.7. Authorization to Enter into Certain Transactions
	 	 	12	 
	Section 2.8. Assets of Trust
	 	 	15	 
	Section 2.9. Title to Trust Property
	 	 	15	 
	Section 2.10. Responsibilities of the Depositor
	 	 	15	 
	 
	 	 	 	 
	ARTICLE III PAYMENT ACCOUNT; PAYING AGENTS
	 	 	16	 
	 
	 	 	 	 
	Section 3.1. Payment Account
	 	 	16	 
	Section 3.2. Appointment of Paying Agents
	 	 	16	 
	Section 3.3. Payment of Expenses
	 	 	17	 
	 
	 	 	 	 
	ARTICLE IV DISTRIBUTIONS; REDEMPTION
	 	 	17	 
	 
	 	 	 	 
	Section 4.1. Distributions
	 	 	17	 
	Section 4.2. Payments Upon Redemption and Maturity of the ICONs
	 	 	19	 
	Section 4.3. Subordination of Common Securities
	 	 	22	 
	Section 4.4. Payment Procedures
	 	 	23	 
	Section 4.5. Withholding Tax
	 	 	23	 
	Section 4.6. Tax Returns and Other Reports
	 	 	23	 
	Section 4.7. Payment of Taxes, Duties, Etc. of the Trust
	 	 	24	 
	Section 4.8. Payments under Indenture or Pursuant to Direct Actions
	 	 	24	 
	Section 4.9. Calculation Agent
	 	 	24	 
	Section 4.10. Certain Accounting Matters
	 	 	25	 
	 
	 	 	 	 
	ARTICLE V SECURITIES
	 	 	25	 
	 
	 	 	 	 
	Section 5.1. Initial Ownership
	 	 	25	 
	Section 5.2. Authorized Trust Securities
	 	 	25	 
	Section 5.3. Issuance of the Common Securities; Purchase of ICONs
	 	 	25	 
	Section 5.4. The Securities Certificates
	 	 	26	 
	Section 5.5. Rights of Holders
	 	 	27	 






-i-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 5.6. Book-Entry Trust Capital Securities
	 	 	27	 
	Section 5.7. Registration of Transfer and Exchange of Trust Capital Securities Certificates
	 	 	29	 
	Section 5.8. Mutilated, Destroyed, Lost or Stolen Securities Certificates
	 	 	30	 
	Section 5.9. Persons Deemed Holders
	 	 	30	 
	Section 5.10. Cancellation
	 	 	31	 
	Section 5.11. Ownership of Common Securities by Depositor
	 	 	31	 
	Section 5.12. Legends
	 	 	32	 
	Section 5.13. Form of Certificate of Authentication
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VI MEETINGS; VOTING; ACTS OF HOLDERS
	 	 	33	 
	 
	 	 	 	 
	Section 6.1. Notice of Meetings
	 	 	33	 
	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
	 	 	34	 
	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
	 	 	39	 
	 
	 	 	 	 
	Section 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee
	 	 	39	 
	Section 7.2. Representations and Warranties of Depositor
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VIII THE TRUSTEES
	 	 	41	 
	 
	 	 	 	 
	Section 8.1. Number of Trustees
	 	 	41	 
	Section 8.2. Property Trustee Required
	 	 	41	 
	Section 8.3. Delaware Trustee Required
	 	 	41	 
	Section 8.4. Appointment of Administrative Trustees
	 	 	42	 
	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
	 	 	47	 
	Section 8.9. May Hold Securities
	 	 	47	 
	Section 8.10. Compensation; Reimbursement; Indemnity
	 	 	47	 
	Section 8.11. Resignation and Removal; Appointment of Successor
	 	 	48	 
	Section 8.12. Acceptance of Appointment by Successor
	 	 	49	 






-ii-









 






TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 8.13. Merger, Conversion, Consolidation or Succession to Business
	 	 	50	 
	Section 8.14. Not Responsible for Recitals or Issuance of Securities
	 	 	50	 
	Section 8.15. Property Trustee May File Proofs of Claim
	 	 	50	 
	Section 8.16. Reports to and from the Property Trustee
	 	 	51	 
	 
	 	 	 	 
	ARTICLE IX TERMINATION, LIQUIDATION AND MERGER
	 	 	51	 
	 
	 	 	 	 
	Section 9.1. Dissolution Upon Expiration Date
	 	 	51	 
	Section 9.2. Early Termination
	 	 	51	 
	Section 9.3. Termination
	 	 	52	 
	Section 9.4. Liquidation
	 	 	52	 
	Section 9.5. Mergers, Consolidations, Amalgamations or Replacements of Trust
	 	 	53	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS PROVISIONS
	 	 	55	 
	 
	 	 	 	 
	Section 10.1. Limitation of Rights of Holders
	 	 	55	 
	Section 10.2. Agreed Tax Treatment of Trust and Trust Securities
	 	 	55	 
	Section 10.3. Amendment
	 	 	55	 
	Section 10.4. Separability
	 	 	56	 
	Section 10.5. Governing Law
	 	 	57	 
	Section 10.6. Successors
	 	 	57	 
	Section 10.7. Headings
	 	 	57	 
	Section 10.8. Reports, Notices and Demands
	 	 	57	 
	Section 10.9. Agreement Not to Petition
	 	 	58	 
	Section 10.10. Waiver of Jury Trial
	 	 	58	 






Exhibit A Form of Common Securities Certificate

Exhibit B Form of Trust Capital Securities Certificate

Schedule A Calculation of LIBOR




-iii-









 





     AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 25, 2007, 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, Susan Kinsey, an individual, and J. Andrew Dunham, an individual, each
of whose address is c/o National City Corporation, 1900 East Ninth Street, Cleveland, Ohio 44114
(each as an “Administrative Trustee” and collectively, as 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 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;



- 1 -









 






     (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 1.2 of the Supplemental
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



- 2 -









 







such Book-Entry Trust Capital Security, in each case to the extent applicable to such
transaction and as in effect from time to time.



     “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 4.9.



     “Closing Date” means May 25, 2007.



     “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.



- 3 -









 





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



     “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.



     “Default” has the meaning specified in Section 8.6(a).



     “Delaware Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
§ 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.



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



     “Distribution Period” means the period from and including any Distribution Date (or in the
case of the first Distribution Date, May 25, 2007) to but excluding the next Distribution Date.



     “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.



- 4 -









 





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



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



     “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.



     “Final Maturity Date” has the meaning specified in Section 2.1(d) of the Supplemental
Indenture.



     “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 as amended by 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 or dates fixed for redemption of such ICONs under the Indenture.



     “ICON Redemption Price” has the meaning specified in Section 4.2(c).



     “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 Series B Income Capital Obligation Notes issued pursuant to the
Indenture and the Supplement to such Indenture.



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



- 5 -









 





     “Indenture” means the Junior Subordinated Indenture executed and delivered by the Depositor
and the Trustee (as defined therein) on November 3, 2006, for the benefit of the holders of the ICONs, as amended or supplemented from time
to time.



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



     “Interest Reset Date” has the meaning specified in Section 4.1(a)(1).



     “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 1.2 of the
Supplemental Indenture.



     “LIBOR” has the meaning specified in Schedule A.



     “LIBOR Determination Date” has the meaning specified in Section 4.1(a)(i).



     “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 specified 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.



- 6 -









 





     “Monthly Distribution Payment Date” has the meaning specified in Section 4.1(a)(1).



     “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;




     (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.



     “Optional Deferral Period” has the meaning specified in Section 1.2 of the
Supplemental Indenture.



     “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 for redemption 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



- 7 -









 






     (c) Trust Securities that have been paid or in exchange for which 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 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.



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




     “Record Date” has the meaning specified in Section 4.1(b).



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     “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 Scheduled Maturity Date (or any date of principal repayment upon early maturity) of the ICONs
shall be a Redemption Date for a Like Amount of Trust Securities, provided further that as and to
the extent any ICONs are payable on the Scheduled Maturity Date.



     “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.



     “Regulatory Capital Event” has the meaning specified in Section 1.2 of the
Supplemental 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 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.



     “Scheduled Maturity Date” has the meaning specified in Section 2.1(d) of the
Supplemental Indenture.



     “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” means the Redemption Price as defined in this Section
1.1 pursuant to a Special Event as specified in Section 1.2 of the Supplemental
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 Second 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 1.2 of the Supplemental Indenture.



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     “Trust” means the Delaware statutory trust known as “National City Capital Trust III,” 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.



     “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.



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



     “Underwriters” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global
Markets Inc. and Morgan Stanley & Co. Incorporated as representatives of the various underwriters
named in the Underwriting Agreement, as underwriters of the Trust Capital Securities pursuant to
the Underwriting Agreement.



     “Underwriting Agreement” means the Purchase Agreement dated as of May 18, 2007, by and among
the Depositor, 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.



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     (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) The Securities Registrar, on behalf of the Trust shall provide the Property Trustee, the
Depositor and the Administrative Trustees (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 the Securities Registrar on behalf of the
Trust shall be obligated to provide such List of Holders at any time the List of Holders does not
differ from the most recent List of Holders given to the Property Trustee, the Depositor and the
Administrative Trustees. 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 III,” 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 100 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.



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     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 Capital
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 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:



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     (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;




     (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.



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     (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;




     (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



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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
2.7 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 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 having 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



- 15 -









 







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 securities or “blue
sky” 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.



     (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



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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;



     (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 Securities represent undivided beneficial interests in the Trust Property, and
Distributions (including any Additional Interest Amounts) will be made on the Trust Securities
based on their respective Liquidation Amounts at the rates and on the dates that payments of
interest (including any Additional Interest) are made on the ICONs, and Distributions on Trust
Securities are subject to the terms of the ICONs, including the “Alternative Payment Mechanism”,
the “Share Cap” and the “APM Maximum Obligation”, as defined in the Supplemental Indenture.
Accordingly:




     (i) Distributions on the Trust Securities shall be cumulative as and to the extent
interest payments of the ICONs are cumulative, and shall accumulate whether or



- 17 -









 







not there are funds of the Trust available for the payment of Distributions.
Distributions shall accumulate from the date of issuance, May 25, 2007 to but excluding the
Scheduled Maturity Date of the ICONs (as defined in the Supplemental Indenture), at an
annual rate of 6.625%, computed on the basis of a 360-day year comprised of 12, 30-day
months; provided that the amount of interest for any period shorter than a full quarterly
period will be computed on the basis of a 30-day month, and for periods less than a month,
the actual number of days elapsed over a 360-day year. On and after the Scheduled Maturity
Date of the ICONs, as to any unpaid amounts that remain outstanding, Distributions on the
outstanding Trust Securities shall accumulate at an annual rate equal to One-Month LIBOR
plus 2.1263%, until the ICONs are repaid as described in the Supplemental Indenture,
computed on the basis of a 360-day year and the actual number of days elapsed. The
Applicable Distribution Rate will be set for the first monthly distribution following the
Scheduled Maturity Date of the ICONs on May 25, 2047, and the applicable Distribution Rate
for each monthly Distribution after the first monthly distribution, will be determined on
the “LIBOR Determination Date” (each such date, an “Interest Reset Date”).
Subject to the terms of the Supplemental Indenture, including Sections 2.1(g) and (h),
payment of the interest on the ICONs and Distributions on the Trust Securities shall be
payable (i) quarterly in arrears on February 25, May 25, August 25 and November 25 of each
year commencing August 25, 2007 until the Scheduled Maturity Date of the ICONs, or if such
day as not a Business Day, the following Business Day, each such date a “Quarterly
Distribution Payment Date”) and (ii) thereafter, monthly in arrears on the last day of
each month or if such day is not a Business Day, the following Business Day, unless the
Distribution Date would fall in the next calendar month, in which case, Distribution shall
be paid on the Business Day immediately preceding such Business Day (each such date, a
“Monthly Distribution Payment Date”). No interest shall accrue or be paid as a
result of any such postponement of the Quarterly Distribution Payment Date or the Monthly
Distribution Payment Date as provided in the immediately preceding sentence. Distributions
on the Trust Securities not paid when due will themselves accrue Additional Interest at an
annual rate equal to the annual interest rate applicable to the ICONs at such time,
compounded (i) quarterly during any period prior to the Scheduled Maturity Date of the ICONs
and (ii) monthly during any period beginning on or after the Scheduled Maturity Date of the
ICONs, in each case to the extent permitted by applicable law. Herein, each date on which
Distributions are payable in accordance with this Section 4.1(a)(i), is 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
Securities shall be deferred. Under the Indenture, so long as no ICON Event of Default
pursuant to Section 5.1 of the Indenture as amended by Section 2.1(j) of the
Supplemental 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 (the
“Extension Period” as defined as “Optional Deferral Period” in the
Supplemental Indenture). 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



- 18 -









 







thereof, but each Distribution that would otherwise have been due and payable on
outstanding Trust Securities 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 on the Liquidation Amount of the Trust Securities, prior to May 25, 2047,
payable quarterly in arrears, and, on or after May 25, 2047, at an amount equal to One-Month
LIBOR plus 2.1263% set on May 25, 2047 for the first Distribution Period following May 25,
2047, and set thereafter monthly on each LIBOR Determination Date, 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.




     (iii) Distributions on the Trust Capital Securities and Common Securities shall be made
by the Paying Agent from amounts held in 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 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
and Common Securities on the relevant record date (the “Record Date”). For Book-Entry
Trust Capital Securities, the Record Date shall be the Business Day preceding the Distribution
Date, and for all other Trust Securities, shall be the fifteenth day preceding each Distribution
Date. Distributions (including Additional Interest Amounts) payable on any Trust 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
Securities are registered on the relevant record date, and such deferred Distributions and any
Additional Interest Amounts will instead be payable to the Person in whose name such Trust
Securities are registered on the special record date, or other specified date for determining
Holders entitled to such deferred Distribution and Additional Interest Amount, established in the
same manner, and on the same date, as such are established with respect to the ICONs under the
Supplemental Indenture.



     SECTION 4.2. Payments Upon Redemption and Maturity of the ICONs.



     (a) On each ICON Redemption Date and on the Final Maturity Date 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



- 19 -









 







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
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 on or after May 25, 2012, in whole
or in part, from time to time at a redemption price equal to one hundred percent (100%) of the
principal amount thereof, together, in the case of any such redemption, with accrued interest,
including any Additional Interest, to but excluding the date fixed for redemption (the “ICON
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 Supplemental
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



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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 an 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 4.2(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 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 as determined 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.



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     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



     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 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 who is the Holder of the Trust Capital Securities having a Liquidation
Amount in excess of $5,000,000 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



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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 4.7 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 solely against the applicable taxing jurisdiction. If the amount required to
be withheld was not withheld from actual Distributions’ made, the Administrative Trustees on behalf
of the Trust may reduce subsequent Distributions by the amount of such required withholding.



     SECTION 4.6. Tax Returns and Other Reports.



     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.



     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.



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     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. 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 of its determination of One-Month LIBOR
for the next succeeding Distribution Period in accordance with Schedule A hereto and the
manner and calculation of 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 for any Distribution Periods ending
after May 25, 2047, “Business Day” shall be defined as any day on which dealings in
deposits in Dollars are transacted in the London interbank market.



     SECTION 4.10. 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 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,



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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 2.5 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 $500,000,000 (or up to $575,000,000 if the Underwriters’
overallotment option provided in the Underwriting Agreement is exercised in full) and one series of
Common Securities having an aggregate Liquidation Amount of $1,000,000.



     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
20,000,000 Trust Capital Securities having an aggregate Liquidation Amount of $500,000,000, 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 Trust and
having an aggregate principal amount equal to $500,000,000, 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 $501,000,000 (being the aggregate amount paid by the Holders for the Trust Capital
Securities and the amount paid by the Depositor for the Common Securities). Upon any exercise by
the Underwriters of their overallotment option, an Administrative Trustee is authorized to issue up
to 3,000,000 additional Trust Capital Securities having an aggregate Liquidation Amount of up to
$75,000,000, and shall subscribe for and purchase from the



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Depositor, ICONs, to be registered in the name of the Property Trustee on behalf of the Trust
and having an aggregate principal amount equal to up to $75,000,000, and, in satisfaction of the
purchase price for such ICONs, deliver to the Depositor a sum equal to the aggregate Liquidation
Amount of the Trust Capital Securities issued pursuant to the exercise of such Underwriters’
overallotment option.



     SECTION 5.4. The Securities Certificates.



     (a) The Trust Capital Securities Certificates shall be issued in minimum denominations of
$25.00 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-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



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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, or (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. 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.



     (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



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



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     (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.



     (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



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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 a 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, and none of the
Trustees and the Securities Registrar shall be bound by any notice to the contrary.



     SECTION 5.10. Cancellation.



     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



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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 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 SECURITY IS EXCHANGEABLE 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 SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS
A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE



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OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.




UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO NATIONAL CITY
CAPITAL TRUST III OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
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.”



     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.



     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 10.8
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.



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     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.



     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



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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 6.9(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.



     (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.



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     (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 herein or 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 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.



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     (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 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 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;



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




     (C) the principal of 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 on 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, as supplemented by Section
2.1(j) and Section 5.3 of the Supplemental 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
this Section 6.10(b) hereof, 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



- 37 -









 







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 hereof, 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:



     (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;



- 38 -









 





     (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.



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



- 39 -









 





     (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.



     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



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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.



     (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



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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 distributable in
respect of any Trust Security or for any other liability in respect of any Trust



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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 (as defined below in this Section 8.6(a)) 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



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Securities. For the purpose of this Section 8.6, the term “Default” means any ICON
Event of Default.



     (b) The Depositor will give the Property Trustee written notice of any deferral of interest on
the ICONs and the corresponding deferral of Distribution on the Trust Securities, at least 10 and
not more than 15 Business Day prior to the applicable Distribution Date. 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 Supplemental Indenture, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.8, notice of such exercise to the
Holders 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



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Property Trustee shall have no liability except for its own negligence, bad faith or willful
misconduct;



     (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,



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the Property Trustee (i) may request instructions from the Holders (which instructions may
only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities
as would be entitled to direct the Property Trustee under 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.



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     SECTION 8.9. May Hold Securities.



     Any Trustee or any other agent of any Trustee or the Trust, in its individual or any other
capacity, may become the owner or pledgee of Trust Securities and 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.



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     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), 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



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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.



     (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 10.8. 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



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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.



     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.



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     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 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.



ARTICLE IX




Termination, Liquidation and Merger




     SECTION 9.1. Dissolution Upon Expiration Date.



     Unless earlier dissolved, the Trust shall automatically dissolve on May 25, 2067 (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.



     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



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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 securities
exchange or market, interdealer quotation system or self-regulatory organization on which the Trust
Capital Securities are then listed or traded, 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 are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made to Holders of Securities



- 52 -









 







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 a Like Amount of 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 4.2.



     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 or have their equity-like evaluation reduced by any such nationally
recognized statistical rating organization;



- 53 -









 





     (d) the Trust Capital Securities are listed, or any Successor Securities will be listed upon
notice of issuance, on any national securities exchange or market 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 the ICONs will continue to be treated as indebtedness 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




Miscellaneous Provisions




     SECTION 10.1. 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



- 54 -









 







the arrangements contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.



     SECTION 10.2. 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 10.3. 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 of the
Indenture and the Supplemental Indenture, 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 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 10.3(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



- 55 -









 







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,” or this
Section 10.3(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.



     (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 10.4. 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 10.5. 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.



- 56 -









 





     SECTION 10.6. Successors.



     This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to
the Depositor, the Trust 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 10.7. Headings.



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



     SECTION 10.8. Reports, Notices and Demands.



     (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 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 Underwriters 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. (302) 453-4400; (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 III,” (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 Underwriters, to Merrill Lynch, Pierce,
Fenner & Smith Incorporated, 4 World Financial Center,



- 57 -









 







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 10.9. 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 10.9, the Property Trustee
agrees, for the benefit of Holders, that at the expense of the Depositor, it shall file an answer
with the 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 10.10. 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 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]




- 58 -









 








     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:	 	/s/ Thomas A. Richlovsky 	 	 
	 

	 	 	 	 	 	 	 	 

Name: Thomas A. Richlovsky
	 	 
	 

	 	 	 	 	 	 	 	 

Title: Senior Vice President and Treasurer
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The Bank of New York Trust
Company, N.A., as Property
Trustee	 	 	 	The Bank of New York (Delaware), as Delaware
Trustee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ L. Garcia 	 	 	 	By:	 	/s/ Kristine K. Gullo 	 	 
	 

	 	 

Name: L. Garcia
	 	 	 	 	 	 

Name: Kristine K. Gullo
	 	 
	 

	 	Title: Vice President
	 	 	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Thomas A. Richlovsky 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name: Thomas A. Richlovsky	 	 	 	 	 	 	 	 
	Administrative Trustee	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Susan Kinsey 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name: Susan Kinsey	 	 	 	 	 	 	 	 
	Administrative Trustee	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ J. Andrew Dunham 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Name: J. Andrew Dunham	 	 	 	 	 	 	 	 
	Administrative Trustee	 	 	 	 	 	 	 	 







- 59 -









 





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 III




(Liquidation amount $1,000 per Common Security)




     National City Capital Trust III, 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 May 25, 2007 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









 





     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 III

 	 
	 	By:  	 	 
	 	 	Name:  	Thomas A. Richlovsky 	 
	 	 	Administrative Trustee 	 
	 




A-2









 





Exhibit B



THIS 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
SECURITY IS EXCHANGEABLE 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
SECURITY (OTHER THAN A TRANSFER OF THIS 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 SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO NATIONAL CITY CAPITAL
TRUST III OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY 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.




B-1









 





			
	 	 	 
	Certificate No.                    
	 	Number of Trust Preferred Securities:                    






CUSIP NO.




[                    ]




Certificate Evidencing Trust Preferred Securities




of




National City Capital Trust III




Fully and Unconditionally Guaranteed by

National City Corporation




(Liquidation amount $25.00 per Trust Preferred Security)




     National City Capital Trust III, 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 May 25, 2007, 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.



 









 





     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 25th day of May, 2007.



	 	 	 	 	 
	 	 	NATIONAL CITY CAPITAL TRUST III
	 
	 	 	 	 
	 

	 	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






 









 





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
Reuters Screen LIBOR01 as of 11:00 a.m. (London time) on the LIBOR Determination Date for that
Interest Period. If such rate does not appear on Reuters Screen LIBOR01, 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; “Reuters Screen” means the display on Reuters 3000 Xtra,
Inc., or any successor service, on the Reuters 3000 Xtra page LIBOR1 or any replacement page or
pages on that service; and “Reuters Screen LIBOR01” means the display designated on page 01
on Reuters Screen (or such other page as may replace the page LIBOR1 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