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AMENDED AND RESTATED DECLARATION OF TRUST  


 AMONG  


 BOISE CASCADE CORPORATION  


as Depositor, 


BNY WESTERN TRUST COMPANY,  


as Property Trustee, 


THE BANK OF NEW YORK (DELAWARE),  


as Delaware Trustee, 


AND  


 THE ADMINISTRATIVE TRUSTEES NAMED HEREIN  


Dated as of [        ], 2001 


BOISE CASCADE TRUST I  










  



 
 

TABLE OF CONTENTS    
  



	 
	 	Page

	Certificate of Trust of Boise Cascade Trust I	 	Exhibit A
	Form of Certificate Depositary Agreement	 	Exhibit B
	Form of Common Securities of Boise Cascade Trust I	 	Exhibit C
	Form of Preferred Securities of Boise Cascade Trust I	 	Exhibit D
	Notice of Conversion	 	Exhibit E




i





 
 
 

BOISE CASCADE TRUST I    
  


Certain
Sections of this Declaration of Trust

relating to Sections 310 through 318

of the Trust Indenture Act of 1939 



	Trust Indenture Act Section
 
	 
	 	Declaration of Trust Section
 

	Section 310	(a)(1)	 	8.7
	 	(a)(2)	 	8.7
	 	(a)(4)	 	2.7(a)(ii)
	 	(b)	 	8.8
	

Section 311	

(a)	
 	

8.12
	 	(b)	 	8.12
	

Section 312	

(a)	
 	

5.7
	 	(b)	 	5.7
	 	(c)	 	5.7
	

Section 313	

(a)	
 	

8.13(a)
	 	(c)	 	10.8
	 	(d)	 	8.13(c)
	 	(a)(4)	 	13(b)
	 	(b)	 	8.13(b)
	

Section 314	

(a)	
 	

8.14
	 	(b)	 	Not Applicable
	 	(c)(1)	 	8.15
	 	(c)(2)	 	8.15
	 	(c)(3)	 	Not Applicable
	 	(d)	 	Not Applicable
	 	(e)	 	1.1, 8.15
	

Section 315	

(a)	
 	

8.1(a), 8.3(a)
	 	(b)	 	8.2, 10.8
	 	(c)	 	8.1(a)
	 	(d)	 	8.1, 8.3
	 	(e)	 	Not Applicable
	

Section 316	

(a)	
 	

Not Applicable
	 	(a)(1)(A)	 	Not Applicable
	 	(a)(1)(B)	 	Not Applicable
	 	(a)(2)	 	Not Applicable
	 	(b)	 	Not Applicable
	 	(c)	 	6.7
	

Section 317	

(a)(1)	
 	

Not Applicable
	 	(b)	 	5.9
	

Section 318	

(a)	
 	

10.10







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


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AMENDED AND RESTATED DECLARATION OF TRUST    
  


    AMENDED AND RESTATED DECLARATION OF TRUST, dated as of            , 2001, among (i) Boise Cascade Corporation, a Delaware corporation (including
any successors or assigns, the "Depositor"); (ii) BNY Western Trust Company, a national banking organization duly organized and existing under the laws of the United States, as property trustee
(in such capacity, the "Property Trustee" and, in its personal capacity and not in its capacity as Property Trustee, the "Bank"); (iii) The Bank of New York (Delaware), a Delaware corporation,
as Delaware trustee (in such capacity, the "Delaware Trustee"), (iv)            , an individual, and           , an individual, each of
whose address is c/o Boise Cascade
Corporation, 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-0001, (each, an "Administrative Trustee" and, collectively, the "Administrative Trustees" and, collectively
with the Property Trustee and Delaware Trustee, the "Trustees"); and (v) the several Holders (as hereinafter defined). The Depositor and the Trustees hereby agree as follows: 


W I T N E S S E T H:  


    WHEREAS, the Depositor and certain of the Trustees have heretofore duly declared and established a business trust pursuant to the Delaware Business Trust Act
by the entering into of that certain Trust Agreement, dated as of May 21, 1998, as amended by the Amended and Restated Declaration of Trust, dated as of March 22, 1999 (the "Original
Declaration of Trust"), and by the execution and filing by certain of the Trustees with the secretary of state of the state of Delaware of the Certificate of Trust, filed on May 21, 1998,
attached as Exhibit A, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust (as defined herein) and investing
the proceeds thereof in the Debentures (as defined herein); 


    WHEREAS,
as of the date hereof, no interests in the Trust have been issued; and 


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


    NOW
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, each
party, for the benefit of the other party and for the benefit of the Holders (as defined herein) of the Preferred Securities, hereby amends and restates the Original Declaration of Trust in its
entirety and agrees as follows: 


ARTICLE 1  


 DEFINED TERMS  


    SECTION 1.1. Definitions. For all purposes of this Declaration of Trust, except as otherwise expressly provided
or unless the context otherwise requires: 



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


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



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


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




    "Act"
has the meaning specified in Section 6.8. 





 


    "Additional Amount" means, with respect to the Trust Securities, the amount of Additional Interest (as defined in the Indenture) paid by the Depositor on the Debentures. 


    "Administrative
Trustee" means each of [Irving Littman and John W. Holleran], each solely in his capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in his individual capacity, or such Administrative Trustee's successor in interest in such capacity, or any successor in interest in such 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,
provided, however that an Affiliate of the Depositor shall not be deemed to include the Trust. 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
Procedures" means, with respect to any transfer or transaction involving a Global Certificate or beneficial interest therein, the rules and procedures of the Clearing
Agency for such security, to the extent applicable to such transaction and as in effect from time to time. 



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


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



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


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




    "Bankruptcy
Laws" has the meaning specified in Section 10.9. 


    "Board
of Directors" means either the board of directors of the Depositor or any committee of that board duly authorized to act hereunder. 



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


    "Business
Day" means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York are authorized or required by law or executive order to
remain closed. 


2





 


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


    "Clearing
Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, that has been designated
to act as depositary for the Preferred Securities pursuant to the Certificate Depositary Agreement. The Depository Trust Company will be the initial Clearing Agency. 



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


    "Closing
Date" means the first Time of Delivery (as defined in the Underwriting Agreement). 


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



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


    "Common
Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount with respect to the assets of the Trust of $50 and having the rights
provided therefor in this Declaration of Trust, including the right to receive Distributions and a Liquidation Distribution as provided herein. 


    "Common
Stock" means common stock, $2.50 par value per share, of the Depositor. 


    "Corporate
Trust Office" means the principal corporate trust office of the Property Trustee at which at any particular time its corporate trust business shall be administered, which
office at the date hereof is located at                     , Attention: Corporate Trust Services. 


    "Coupon
Rate" has the meaning set forth in Section 4.1. 


    "Current
Market Price", with respect to Common Stock, means for any day the last reported sale price, regular way, on such day, or, if no sale takes place on such day, the average of
the reported closing bid and asked prices on such day, regular way, in either case as reported on the New York Stock Exchange Consolidated Transactions Tape, or, if Common Stock is not listed or
admitted to trading on the New York Stock Exchange on such day, on the principal national securities exchange on which Common Stock is listed or admitted to trading, if Common Stock is listed on a
national securities exchange, or the Nasdaq National Market, or, if Common Stock is not quoted or admitted to trading on such quotation system, on the principal quotation system on which Common Stock
may be listed or admitted to trading or quoted, or, if not listed or admitted to trading or quoted on any national securities exchange or quotation system, the average of the closing bid and asked
prices of Common Stock in the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted
reporting service, or, if not so available in such manner, as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors for that purpose or, if not so
available in such manner, as otherwise determined in good faith by the Board of Directors. 


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


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


3





 


    "Debenture Trustee" means BNY Western Trust Company, a national banking association duly organized and existing under the laws of the United States, as trustee under the Indenture. 


    "Debentures"
means $      aggregate principal amount of the Depositor's   % senior debentures issued pursuant to the Indenture. 


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


    "Definitive
Preferred Securities Certificates" means either or both (as the context requires) of (a) Preferred Securities Certificates issued in certificated, fully registered
form as provided in Section 5.11(a) and (b) Preferred Securities Certificates issued in certificated, fully registered form as provided in Section 5.13. 



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


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


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


    "Direct
Action" has the meaning specified in Section 6.8. 


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


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


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


    "Event
of Default" means the occurrence of a Debenture Event of Default, whatever the reason for such Debenture Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body. 


    "Exchange
Notice" has the meaning specified in Section 4.4(b). 


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


    "Failed
Remarketing" has the meaning set forth in the Purchase Contract Agreement. 


    "Global
Certificate" has the meaning specified in Section 5.2. 


    "Guarantee"
means the Guarantee Agreement executed and delivered by the Depositor and BNY Western Trust Company, a national banking association duly organized and existing under the
laws of the United States, as guarantee trustee, contemporaneously with the execution and delivery of this Declaration of Trust, for the benefit of the Holders of the Preferred Securities, as amended
from time to time. 


    "Holder"
means a Person in whose name a Trust Securities Certificate representing a Trust Security is registered, such Person being a beneficial owner within the meaning of the
Delaware Business Trust Act. 


4





 


    "Indenture" means the Third Supplemental Indenture, dated December   , 2001, between the Company and BNY Western Trust Company, as trustee, to the Indenture
dated as of October 1, 1985 between the Depositor and U.S. Bank Trust National Association, as amended or supplemented from time to time. 


    "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. 


    "Liquidation
Amount" means an amount with respect to the assets of the Trust equal to $50 per Trust Security. 


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


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


    "1940
Act" means the Investment Company Act of 1940, as amended. 


    "Normal
Units" has the meaning set forth in the Purchase Contract Agreement. 


    "Officers'
Certificate" means a certificate signed by (i) the Chairman of the Board, a Vice Chairman, the President or a Vice President, and by (ii) the Treasurer, an
Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, of the Depositor, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 8.15 shall be the principal executive, financial or accounting officer of the Depositor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration of Trust shall include: 



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


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



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


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




    "Opinion
of Counsel" means a written opinion of counsel, who may be counsel for the Trust, the Property Trustee or the Depositor, and who may be an employee of any thereof, and who
shall be reasonably acceptable to the Property Trustee. Any Opinion of Counsel delivered with respect to compliance with a condition or covenant provided for in this Declaration of Trust shall
include: 



    (a) a
statement that each individual signing the Opinion of Counsel has read the covenant or condition and the definitions relating thereto; 


    (b) a
brief statement of the nature and scope of the examination or investigation undertaken by each individual in rendering the Opinion of Counsel; 



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



5





 


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




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



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



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


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



    (c) Trust
Securities which have been paid or in exchange for or in lieu of which other Trust Securities have been executed and delivered pursuant to Section 5.5; 




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


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


    "Paying
Agent" means any paying agent or co-paying agent appointed pursuant to Section 5.9. 


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


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


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


    "Preferred
Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount with respect to the assets of the Trust of $50 and having the
rights provided therefor in this Declaration of Trust, including the right to receive Distributions and a Liquidation Distribution as provided herein. 


6







  


    "Property
Trustee" means the commercial bank or trust company identified as the "Property Trustee" in the preamble to this Declaration of Trust solely in its capacity as Property
Trustee of the Trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein
provided. 


    "Purchase
Contract Agent" means BNY Western Trust Company, as purchase contract agent under the Purchase Contract Agreement until a successor is appointed thereunder, and thereafter
means such successor Purchase Contract Agent. 


    "Purchase
Contract Agreement" means the Purchase Contract Agreement dated as of [              ], 2001 between the Purchase Contract
Agent and the Depositor. 


    "Related
Party" means, with respect to the Depositor, any direct or indirect wholly owned subsidiary of the Depositor or any other Person that owns, directly or indirectly, 100% of
the outstanding voting securities of the Depositor. 


    "Relevant
Trustee" has the meaning specified in Section 8.9. 


    "Remarketing
Agent" has the meaning set forth in the Purchase Contract Agreement. 


    "Remarketing
Agreement" means the form of Remarketing Agreement to be entered into by and among the Depositor, the Trust, the Remarketing Agent and the Purchase Contract Agent in
connection with the remarketing of the capital securities. 


    "Remarketing
Date" means the [      ] business day preceding [               ], 2004. 


    "Remarketing
Value" has the meaning set forth in the Purchase Contract Agreement. 


    "Reset
Agent" means a nationally recognized investment banking firm chosen by the Depositor to determine the Reset Rate. 


    "Reset
Rate" means the lowest distribution rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per annum), to be determined by the Reset Agent,
that the Preferred Securities should bear in order for the Preferred Securities to have a market value at the Remarketing Date or any Subsequent Remarketing Date, as the case may be, of 100.5% of the
Remarketing Value, assuming, for this purpose, even if not true, that all of the Preferred Securities are held as components of Normal Units and will be remarketed; provided, however, that if there
has been a Failed Remarketing, the Reset Rate will be equal to the Coupon Rate, as defined in Section [  ], until the Preferred Securities are successfully
remarketed pursuant to the Purchase Contract Agreement and Remarketing Agreement. 


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


    "Securityholder"
has the same meaning as "Holder." 


    "Special
Event" means a Tax Event. 


    "Subsequent
Remarketing Date" has the meaning set forth in the Purchase Contract Agreement. 


    "Successor
Delaware Trustee" has the meaning specified in Section 8.9. 


    "Successor
Property Trustee" has the meaning specified in Section 8.9. 


    "Successor
Securities" has the meaning specified in Section 9.5. 


    "Tax
Event" means the receipt by Depositor of advice of counsel, which may be Bell, Boyd & Lloyd LLC or another law firm having a nationally-recognized tax practice,
that there is more than an insubstantial risk that: (i) the Company will not be able to deduct all of the interest payable on the Debentures for U.S. federal income tax purposes;
(ii) the Trust is or will become subject to U.S. federal 


7





 


income income tax; or (iii) the Trust is or will become subject to more than a de minimis amount of other taxes or governmental charges; a Tax Event may occur as a result of a change or
announced change in law or regulation or a change or announced change in interpretation of law or regulation. 



    "Treasury
Portfolio" means a portfolio of U.S. treasury securities which will consist of interest or principal strips of U.S. treasury securities which mature on or before the Stock
Purchase Date. The portfolio will be in an amount equal to the total Liquidation Amount of the Preferred Securities included in the Normal Units. The portfolio will also include interest or principal
strips of U.S. Treasury securities in an amount sufficient to pay distributions on the preferred securities for each scheduled quarterly distribution date on the Preferred Securities occurring after
the Tax Event redemption date through the Stock Purchase Date, assuming that the distribution rate on the preferred securities was not reset on the reset date, and maturing to timely make such
distributions. The Depositor will not be able to call the treasury securities. 


    To
determine the price of the Treasury Portfolio, the Depositor will retain a quotation agent to solicit the lowest total price quoted by a primary U.S. government securities dealer
in New York City to the agent on the third business day before the Tax Event Redemption Date to permit settlement on the Tax Event Redemption Date. The quotation agent will be Goldman, Sachs &
Co. and its successors, or, if Goldman, Sachs & Co. ceases to be a primary U.S. government securities dealer, another primary U.S. governmental securities dealer. 



    "Termination
Event" has the meaning set forth in the Purchase Contract Agreement. 


    "Trust"
means the Delaware business trust continued hereby and identified on the cover page of this Declaration of Trust. 


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


    "Trust
Property" means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and rights in respect of the
foregoing to be held by the Property Trustee pursuant to the terms of this Declaration of Trust for the benefit of the Securityholders. 


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


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


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



    "Underwriting
Agreement" means the Underwriting Agreement, dated as of            , 2001, among the Trust, the Depositor, and the Underwriter(s) named therein. 


    "Units"
has the meaning set forth in the Purchase Contract Agreement. 


ARTICLE 2  


 ESTABLISHMENT OF THE TRUST  


    SECTION 2.1. Name.  The Trust created hereby shall be known as "Boise Cascade Trust I", 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. 


8





 

    SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business.  The address of the Delaware Trustee in the
State of Delaware is            , Wilmington, Delaware 19890, Attention: Corporate Trust Administration, or such other address in the state of Delaware as the Delaware Trustee may designate
by
written notice to the Securityholders and the Depositor. The principal executive office of the Trust is 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho 83728-6161. 


    SECTION 2.3. Organizational Expenses.  The Depositor shall pay organizational expenses of the Trust as they arise or
shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses
paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses. 



    SECTION 2.4. Issuance of the Preferred Securities.  On            , 2001, the Depositor and an Administrative
Trustee on behalf of the Trust executed and delivered the Underwriting Agreement. On the Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute and deliver in accordance with
Section 5.2 Preferred Securities Certificates, in an aggregate amount of            Preferred Securities having an aggregate Liquidation Amount of
$            , against receipt of
the aggregate purchase price of such Preferred Securities of $            , which amount the Administrative Trustees shall promptly deliver to the Property Trustee. 



    SECTION 2.5. Subscription and Purchase of Debentures; Issuance of the Common Securities.  Contemporaneously with the
execution and delivery of this Declaration of Trust, the Administrative Trustees, on behalf of the Trust, shall subscribe to and purchase from the Depositor the Debentures, registered in the name of
the Property Trustee (in its capacity as such) and having an aggregate principal amount equal to $            , and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $            . Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and deliver to the Depositor the Common Securities Certificates registered in the name of the Depositor, in an aggregate amount of            Common
Securities having an aggregate Liquidation Amount of $            against receipt of the aggregate purchase price of such Common Securities from the Depositor in the amount of
$            . 


    SECTION 2.6. Declaration of Trust.  The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Debentures, (b) to distribute the Trust's income as provided in this Declaration of Trust, and (c) to engage in only
those other activities necessary or incidental thereto. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust. The Depositor hereby appoints the Trustees as
trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold
the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Trust and the Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust
for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. 


    SECTION 2.7. Authorization to Enter into Certain Transactions.  



    (a) The
Trustees shall conduct the affairs of the Trust in accordance with the terms of this Declaration of Trust. Subject to the limitations set forth in
Section 2.6 and paragraph (b) of this 



9





 


Section, and in accordance with the following provisions (i) and (ii), the Trustees shall have the exclusive power, duty and the authority to cause the Trust to engage in the following
activities: 



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



    (A) to
issue and sell the Trust Securities, provided, however, that the Trust may issue no more than one series of Preferred Securities and no more than one series of
Common Securities, and, provided, further, that there shall be no interests in the Trust other than the Trust Securities, and the issuance of Trust Securities shall be limited to simultaneous issuance
of both Preferred Securities and Common Securities on the Closing Date, subject to the issuance of Trust Securities pursuant to Section 5.5 and Successor Securities pursuant to
Section 9.5; 


    (B) to
cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, the Underwriting Agreement, the Remarketing Agreement and the
Certificate Depositary Agreement and such other agreements as may be necessary or incidental to the purposes and function of the Trust; 


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


    (D) to
assist in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Depositor and the registration of the
Preferred Securities under the Securities Exchange Act of 1934, as amended, and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing (only to the
extent that such listing or registration is requested by the Depositor); 


    (E) to
appoint a Paying Agent, a Securities Registrar and an authenticating agent in accordance with this Declaration of Trust; 


    (F) to
the extent provided in this Declaration of Trust, to wind up the affairs of and liquidate the Trust and prepare, execute and file the certificate of cancellation
with the Secretary of State of the State of Delaware; 


    (G) unless
otherwise requested of the Depositor, the Property Trustee or the Administrative Trustees, or as otherwise required by the Delaware Business Trust Act or the
Trust Indenture Act, to execute on behalf of the Trust (either acting alone or together with any other Administrative Trustees) any documents that the Administrative Trustees have the power to execute
pursuant to this Declaration of Trust; and 


    (H) to
take any action incidental to the foregoing as the Trustees may from time to time determine is necessary or advisable to give effect to the terms of this
Declaration of Trust including, but not limited to: 



    (x) causing
the Trust not to be deemed to be an "investment company" required to be registered under the 1940 Act; 


    (y) causing
the Trust to be classified for United States federal income tax purposes as a grantor trust; and 


    (z) cooperating
with the Depositor to ensure that the Debentures will be treated as indebtedness of the Depositor for United States federal income tax purposes; 






10





 







provided
that such action does not adversely affect in any material respect the interests of Securityholders or the remaining Trustees except as otherwise provided in Section 10.2(a). 



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



    (A) the
establishment of the Payment Account; 


    (B) the
receipt of and taking title to the Debentures; 


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


    (D) the
distribution from the Trust Property of amounts owed to the Securityholders in respect of the Trust Securities in accordance with the Declaration of Trust; 



    (E) the
exercise of all of the rights, powers and privileges of a holder of the Debentures following an occurrence of an Event of Default; 


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


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


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


    (I) after
an Event of Default, 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 Declaration of Trust and protect and conserve the Trust Property for the benefit of the Securityholders (without consideration of the effect of any such action on any
particular Securityholder); 


    (J) subject
to this Section 2.7(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees
set forth in Section 2.7(a)(i); and 


    (K) to
act as Paying Agent and/or Securities Registrar to the extent appointed as such hereunder. 





    (b) So
long as this Declaration of Trust 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 shall not, and the Trustees shall not and shall cause the Trust not to (i) invest any proceeds
received by the Trust from holding the Debentures (rather, the Trustees shall distribute all such proceeds to the Securityholders pursuant to the terms of this Declaration of Trust and the Trust
Securities), acquire any investments or engage in any activities not authorized by this Declaration of Trust, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or
otherwise dispose of any of the Trust Property or interests therein, including to Securityholders, except
as expressly provided herein, (iii) take any action that would cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax purposes, (iv) make
any loans or incur any indebtedness for borrowed money or issue any other debt, (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property,
(vi) possess any power or otherwise act in such a way as to vary the Trust assets or the terms of the Trust Securities in any way whatsoever except as permitted by the 



11





 


terms of this Declaration of Trust, or (vii) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Trust other than the Trust Securities. The
Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Trust or the Securityholders in
their capacity as Securityholders. 


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



    (i)  to
cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, the Underwriting Agreement and the Certificate Depositary Agreement
and such other agreements as may be necessary or incidental to the purposes and functions of the Trust; 


    (ii) to
file with the Commission and to execute on behalf of the Trust a registration statement on the appropriate form in relation to the Preferred Securities,
including any amendments thereto; 


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




12











  




    (iv) to
the extent necessary, to prepare for filing by the Trust with the Commission and to execute on behalf of the Trust a registration statement on
Form 8-A relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, including any amendments
thereto and to assist in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Depositor; 


    (v) to
negotiate the terms of the Remarketing Agreement; and 


    (vi) any
other actions necessary or incidental to carry out any of the foregoing activities. 




    (d) Notwithstanding
anything herein to the contrary, the Administrative Trustees are authorized and directed to conduct the affairs of the Trust and to operate the
Trust so that the Trust will not be deemed to be an "investment company" required to be registered under the 1940 Act, or taxed as a corporation for United States federal income tax purposes and so
that the Debentures will be treated as indebtedness of the Depositor for United States federal income tax purposes. In this connection, the Depositor and the Administrative Trustees are authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust or this Declaration of Trust, that each of the Depositor and the Administrative Trustees determines in their discretion
to be necessary or desirable for such purposes, so long as such action does not adversely affect in any material respect the interests of the Holders of the Preferred Securities except as otherwise
provided in Section 10.2(a). 




    SECTION 2.8. Assets of Trust. The assets of the Trust shall consist of only the Trust Property. 



    SECTION 2.9. Title to Trust Property. Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its
capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Trust and the Securityholders in accordance with this Declaration of Trust. Each Securityholder
shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the assets of the Trust. 


ARTICLE 3  


 PAYMENT ACCOUNT  


    SECTION 3.1. Payment Account. 



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


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



13





 
ARTICLE 4  


 DISTRIBUTIONS; REDEMPTION; EXCHANGE  


    SECTION 4.1. Distributions. 



    (a) Distributions
on the Trust Securities shall be cumulative, and shall accrue from the date of original issuance, or the most recent Distribution Date (as defined
herein) and defer the payment of interest on the Debentures pursuant to the Indenture, shall be payable quarterly in arrears on            ,
            ,            and
            of each year, commencing on            , 2002 (which dates correspond to the interest payment dates on the Debentures),
 when, as and if available for payment by the Property
Trustee, as further described in paragraph (c) of this Section 4.1. 


    (b) The
Trust Securities represent undivided beneficial interests in the Trust Property, and the Distributions on the Trust Securities shall be payable initially at a
rate of      % per annum (the "Coupon Rate") of the Liquidation Amount of the Trust Securities, through and including [              ], 2004,
and at the Reset Rate thereafter, such rates being the rates of interest payable on the Debentures to be held by the Property Trustee. The term "Distributions" as used herein includes such cash
distributions and any such interest payable unless otherwise stated. The amount of Distributions payable for any period shall be computed on the basis of a 360-day year of twelve
30-day months. For periods less than a full month, Distributions shall reflect interest on Debentures computed on the basis of the actual number of elapsed days for any period based on a
360-day year of twelve 30-day months. [The amount of Distributions payable for any period shall include the Additional Amounts, if any.] 



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


    (d) Distributions
on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which shall be the date which is the Business Day next preceding such Distribution Date. Subject to any applicable laws and regulations and the provisions
of the Declaration, each such payment in respect of the Preferred Securities will be made as described under the heading "Description of the Units—Description of the Trust
Securities—Book-Entry Only Issuance" in the Prospectus Supplement dated [              ], 2001 (the "Prospectus Supplement") of
the Trust relating to the Registration Statement on Form S-1 (file nos. 333-74981 and 333-74981-01) of the Depositor and the Trust. The relevant
record dates for the Common Securities shall be the same record date as for the Preferred Securities. If the Preferred Securities shall not continue to remain in book-entry only form or
are not in book-entry only form at issuance, the relevant record dates for the Preferred Securities shall conform to the rules of any securities exchange on which the Preferred Securities
are listed and, if none, as shall be selected by the Administrative Trustees, which dates shall be at least more than one, but less than 60 Business Days before the relevant payment dates, which
payment dates correspond to the interest payment dates on the Debentures. Distributions payable on any Securities that are not punctually paid on any Distribution payment date, as a result of the
Depositor having failed to make a payment under the Debentures, will cease to be payable to the Person in whose name such Securities are registered on the relevant record date, and such defaulted
Distribution will instead be payable to the Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture. If any
date on which Distributions are payable on the Securities is not a Business Day, then payment of the Distribution payable on such date will be made on the next succeeding day that is a Business Day
(and without any interest or 



14





 


other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. So long as the Holder of any Preferred Securities is the Collateral Agent, the payment of distributions on such Preferred Securities held
by the Collateral Agent will be made at such place and to such account as may be designated by the Collateral Agent. 



    (e) On
the Remarketing Date and any Subsequent Remarketing Date, the Reset Agent will attempt to establish the Reset Rate as of such date (which Reset Rate will be in
effect from and after              , 2004). By approximately 4:30 p.m., New York City time, on the Remarketing Date and any Subsequent Remarketing Date, provided that the
Reset Agent has successfully established a Reset Rate on such date, the Reset Agent shall advise, by telephone the Depositary, the Property Trustee, the Purchase Contract Agent, the Debenture Trustee
and the Depositor of the Reset Rate determined in the reset. The Depositor will cause a notice of the Reset Rate to be published on the second Business Day following the Remarketing Date and any such
Subsequent Remarketing Date in a daily newspaper in the English language of general circulation in The City of New York, which is expected to be The Wall Street Journal. 


    (f)  In
the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed Pro Rata
(as defined herein) among the Holders of the Securities. 




    SECTION 4.2. [INTENTIONALLY OMITTED] 



    SECTION 4.3. [INTENTIONALLY OMITTED] 


    SECTION 4.4. Tax Event Exchange or Redemption. 



    (a) If
a Tax Event shall occur and be continuing the Depositor shall have the right to cause the Trust to redeem all, but not less than all, of the Preferred Securities
at the "redemption amount" for each Preferred Security, plus accrued and unpaid distributions, if any, to the date of redemption. If Preferred Securities are held as part of Normal Units, the
redemption amount of such Preferred Securities will be the product of $50 and a fraction, the numerator of which is the purchase price of the Treasury Portfolio and the denominator of which is the
total liquidation amount of all of the Preferred Securities included in Normal Units. If the Tax Event Redemption occurs after either the Stock Purchase Date or a successful remarketing of the
Preferred Securities, or if Preferred Securities are held separately from the Units, the redemption amount will be the liquidation amount. 


    (b) If
the Tax Event Redemption occurs before the Stock Purchase Date or a successful remarketing of the Preferred Securities, the redemption price for the Preferred
Securities forming part of Normal Units will be distributed to the Collateral Agent. The Collateral Agent will, in turn, purchase the applicable portfolio of U.S. treasury securities on behalf of the
Holders. The portfolio of U.S. treasury securities will then be substituted for the corresponding Preferred Securities and pledged to the Collateral Agent to secure the obligation to purchase shares
of Common Stock under the Purchase Contracts. The Collateral Agent will then remit the remainder of the Redemption Amount, if any, to the Purchase Contract Agent for payment to the Holders. In the
event that the Tax Event Redemption occurs after the Stock Purchase Date or the successful remarketing of the Preferred Securities, or in
the event Preferred Securities are held separately from the Units, the Trust will pay the cash proceeds of the tax redemption directly to the holders of the Preferred Securities. 


    (c) The
Trust will mail to each registered holder of Preferred Securities to its registered address notification of any Tax Event Redemption at least 30 days but not
more than 60 days before the redemption date. Unless the Depositor defaults in payment of the Redemption Price, 



15





 


on and after the redemption date distributions will no longer accrue on the Preferred Securities. If any Senior Debentures are called for redemption, neither we nor the Trustee will be required to
register the transfer of or exchange of the Preferred Securities to be redeemed. 


    (d) Nothing
in this Section 4.4 shall limit the requirement of the Trust to withhold taxes pursuant to the terms of the Trust Securities, as set forth in this
Agreement or under applicable law or otherwise require the Property Trustee or the Trust to pay any amounts on account of such withholdings. 




    SECTION 4.5. Subordination of Common Securities. Payment of Distributions (including Additional Amounts, if applicable) on the Trust
Securities, as applicable, shall be made pro rata based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date an Event of Default shall have occurred
and be continuing, no payment of any Distribution (including Additional Amounts, if applicable) on any Common Security, and no other payment on account of the redemption, liquidation or other
acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all Outstanding Preferred
Securities for all Distribution periods terminating on or prior thereto shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions (including Additional Amounts, if applicable) on Preferred Securities then due and payable. 


    SECTION 4.6. Payment Procedures. Payments in respect of the Preferred Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register or, if the Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency
in immediately available funds, in accordance with the Certificate Depositary Agreement on the applicable Distribution Dates. 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 the Common Securities. 


    SECTION 4.7. Tax Returns and Reports. The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense,
and file (or cause to be filed) all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared or filed)
Form 1041 or the appropriate Internal Revenue Service form required to be filed in respect of the Trust in each taxable year of the Trust and (b) prepare and furnish (or cause to be
prepared and furnished) to each Security holder a Form 1099 or the appropriate Internal Revenue Service form required to be furnished to such Securityholder or the information required to be
provided on such form. The Administrative Trustees shall provide (or cause to be provided) the Depositor and the Property Trustee with a copy of all such returns, reports and schedules promptly after
such filing or furnishing. The Administrative Trustees shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any
payments to Securityholders under the Trust Securities. 


    SECTION 4.8. Payment of Taxes, Duties, Etc. of the Trust. Upon receipt under the Debentures of Additional Sums, the Property Trustee,
upon receipt of written notice from the Depositor or the Administrative Trustees, shall promptly pay from such Additional Sums any taxes, duties or governmental charges of whatever nature (other than
withholding taxes), as indicated in such notice, imposed on the Trust by the United States or any other taxing authority. 


    SECTION 4.9. Payments under Indenture. Any amount payable hereunder to any Holder of Preferred Securities (and any Owner with respect
thereto) shall be reduced by the amount of any corresponding payment such Holder (or Owner) has directly received pursuant to Section [  ] of the Indenture in
accordance with the terms of Section 6.8 hereof. 


16





 
ARTICLE 5  


 TRUST SECURITIES CERTIFICATES  


    SECTION 5.1. Initial Ownership. Upon the formation of the Trust and until the issuance of the Trust Securities,
and at any time during which no Trust Securities are Outstanding, the Depositor shall be the sole beneficial owner of the Trust. 



    SECTION 5.2. The Trust Securities Certificates. The Preferred Securities Certificates shall be issued in minimum denominations of $50
Liquidation Amount and integral multiples of $50 in excess thereof, and the Common Securities Certificates shall be issued in denominations of $50 Liquidation Amount and integral multiples thereof.
The consideration received by the Trust for the issuance of the Trust Securities shall constitute a contribution to the capital of the Trust and shall not constitute a loan to the Trust. Initially the
Preferred Securities will be represented by a certificate registered in the Securities Register in the name of a Clearing Agency or a nominee thereof, in global form (the "Global Certificate"). The
Trust Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of at least one Administrative Trustee and the Preferred Securities Certificates shall be authenticated by the Property Trustee. Trust Securities Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the
benefit of this Declaration of Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not
hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and
subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Section 5.4. 


    SECTION 5.3. Delivery of Trust Securities Certificates. On the Closing Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed on behalf of the Trust and delivered to or upon the written order of the Depositor, signed by its
Chairman of the Board, any Vice Chairman, its President, or any Vice President, Treasurer or Assistant Treasurer or Controller without further corporate action by the Depositor, in authorized
denominations. 


    A
Common Securities Certificate shall not be valid until executed by at least one Administrative Trustee. A Preferred Securities Certificate shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. The signature shall be conclusive evidence that the Preferred Securities Certificate has been authenticated under this
Declaration of Trust. Upon a written order of the Trust signed by one Administrative Trustee, the Property Trustee shall authenticate the Preferred Securities Certificates for original issue. 


    The
Property Trustee may appoint an authenticating agent acceptable to the Administrative Trustees to authenticate Preferred Securities Certificates. An authenticating agent may
authenticate Preferred Securities Certificates whenever the Property Trustee may do so. Each reference in this Declaration of Trust to authentication by the Property Trustee includes authentication by
such agent. An authenticating agent has the same rights as the Property Trustee to deal with the Depositor or an Affiliate with respect to the authentication of Preferred Securities. 


    SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities. The Securities Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 5.8, a Securities Register in which, subject to such reasonable regulations as it may prescribe, the Securities Registrar shall provide for
the registration of Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration 


17





 


of transfers and exchanges of Preferred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. 


    Upon
surrender for registration of transfer of any Preferred Security at an office or agency of the Depositor designated pursuant to Section 5.8 for such purpose, the Depositor
shall execute, and the Property Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Preferred Securities of any authorized denominations
and of a like aggregate principal amount. 


    At
the option of the Holder, and subject to the other provisions of this Section 5.4, Preferred Securities may be exchanged for other Preferred Securities of any authorized
denomination and of a like Liquidation Amount, upon surrender of the Preferred Securities to be exchanged at any such office or agency. Whenever any Preferred Securities are so surrendered for
exchange, the Depositor shall execute, and the Property Trustee shall authenticate and deliver, the Preferred Securities which the Holder making the exchange is entitled to receive. 



    All
Preferred Securities issued upon any registration of transfer or exchange of Preferred Securities shall be the valid obligations of the Trust, evidencing the same rights, and
entitled to the same benefits under this Declaration of Trust, as the Securities surrendered upon such registration of transfer or exchange. 


    Every
Preferred Security presented or surrendered for registration of transfer or for exchange shall (if so requested by the Depositor or the Securities Registrar) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to the Depositor and the Securities Registrar duly executed, by the Holder thereof or such Holder's attorney duly authorized
in writing. 


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


    SECTION 5.5. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. If (a) any mutilated Trust Securities
Certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities
Certificate and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Trust Securities Certificate shall have been acquired by a protected purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for authentication, where applicable, and delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like denomination. In connection with the issuance of any new Trust Securities Certificate under this Section, the Securities Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicative Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided
beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. 


    SECTION 5.6. Persons Deemed Securityholders. The Property Trustee and the Securities Registrar shall treat the Person in whose name any
Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes
whatsoever, and neither the Property Trustee nor the Securities Registrar shall be bound by any notice to the contrary. 



    SECTION 5.7. Access to List of Securityholders' Names and Addresses. The Administrative Trustees or the Depositor shall furnish or
cause to be furnished (unless the Property Trustee is acting as 


18





 


Securities Registrar with respect to the Trust Securities under the Declaration of Trust) a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the
Securityholders as of the most recent record date (a) to the Property Trustee, quarterly at least 5 Business Days before each Distribution Date, and (b) to the Property Trustee, as
promptly as practicable after receipt by the Depositor of a request therefor from the Property Trustee in order to enable the Property Trustee to discharge its obligations under this Declaration of
Trust, in each case to the extent such information is in the possession or control of the Administrative Trustees or the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Securityholders to communicate with other Securityholders with respect to their rights under this
Declaration of Trust or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act, except to the extent Section 3819 of the
Delaware Business Trust Act would require greater access to such information, in which case the latter shall apply. Each Holder, by receiving and holding a Trust Securities Certificate, and each Owner
shall be deemed to have agreed not to hold the Depositor, the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source
from which such information was derived. 


    SECTION 5.8. Maintenance of Office or Agency. The Securities Registrar shall maintain in The City of New York an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer, exchange or conversion and where notices and demands to or upon the Trustees in respect of
the Trust Securities Certificates may be served. The Securities Registrar initially designates [            ,            ,
            ], Attention:
Corporate Trust Services, as its principal corporate trust office for such purposes. The Securities Registrar shall give prompt written notice to the Depositor and to the Securityholders of any change
in the location of the Securities Register or any such office or agency. 


    SECTION 5.9. Appointment of Paying Agent. In the event that the Preferred Securities are not in book-entry form only, the
Trust shall maintain in the Borough of Manhattan, The City of New York, an office or agency (the "Paying Agent") where the Preferred Securities may be presented for payment. The Paying Agent shall
make Distributions to Securityholders from the Payment Account and shall
report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the
purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the Paying
Agent shall have failed to perform its obligations under this Declaration of Trust in any material respect. The Paying Agent shall initially be the Property Trustee, and any co-paying
agent chosen by the Property Trustee and acceptable to the Administrative Trustees and the Depositor in their sole discretion. Any Person acting as Paying Agent shall be permitted to resign as Paying
Agent upon 30 days' written notice to the Property Trustee and the Depositor. In the event that 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 that is reasonably acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be
a bank or trust company). Each successor Paying Agent or any additional Paying Agent shall agree with the Trustees that, as Paying Agent, such successor Paying Agent or additional Paying Agent will
hold all sums, if any, held by it for payment to the Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to each Securityholder. The Paying
Agent shall return all unclaimed funds to the Property Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.1, 8.3 and 8.6 shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. 


19







 
    SECTION 5.10. Ownership of Common Securities by Depositor. On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by law, and except as provided in the following sentence, any attempted transfer of the Common Securities shall be void.
Subject to this Article 5, the Depositor and any Related Party may only transfer Common Securities to the Depositor or a Related Party of the Depositor; provided that, any such transfer is
subject to the condition precedent that the transferor obtain the written opinion of nationally recognized independent counsel experienced in such matters that such transfer would not cause more than
an insubstantial risk that: 



	(i)
	the
Trust would not be classified for United States federal income tax purposes as a grantor trust; and



	(ii)
	the
Trust would be an Investment Company or the transferee would become an Investment Company. 




The
Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS SPECIFICALLY PERMITTED
UNDER THE AMENDED AND RESTATED DECLARATION OF TRUST OF BOISE CASCADE TRUST I. 


    SECTION 5.11. Global Securities; Non-Global Securities; Common Securities Certificate.



    (a) Each
Global Certificate authenticated under this Declaration of Trust [in addition to being issued in the form of one or more definitive, fully
registered Preferred Securities Certificates registered initially in the books and records of the Trust in the name of [            ], as Purchase Contract
Agent,] shall be registered in the name of the Clearing Agency designated by the Depositor for such Global Certificate or a nominee thereof and delivered to such Clearing Agency or a
nominee thereof or custodian therefor, and each such Global Certificate shall constitute a Preferred Security for all purposes of this Declaration of Trust. 


    (b) If
a Global Certificate is to be exchanged for Certificated Preferred Securities or cancelled in whole, it shall be surrendered by or on behalf of the Clearing
Agency, its nominee or custodian to the Property Trustee, as Securities Registrar, for exchange or cancellation as provided in this Article 5. If any Global Certificate is to be exchanged for
Certificated Preferred Securities or cancelled in part, or if another Preferred Security is to be exchanged in whole or in part for a beneficial interest in any Global
Certificate, in each case, as provided in Section 5.4, then either (i) such Global Certificate shall be so surrendered for exchange or cancellation as provided in this Article 5
or (ii) the Liquidation Amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such
Certificated Preferred Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Property Trustee, as
Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender or adjustment of a Global Certificate, the Property Trustee shall, subject to Section 5.4 and as otherwise provided in this Article 5,
authenticate and deliver any Preferred Securities issuable in exchange for such Global Certificate (or any portion thereof) to or upon the order of, and registered in such names as may be directed by,
the Clearing Agency or its authorized representative. 


    Upon
the request of the Property Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Depositor shall cause as promptly as
practicable to be made available to the Property Trustee a reasonable supply of Preferred Securities that are not in the form of Global Certificates. The Property Trustee shall be entitled to rely
upon any order, direction or request of the Clearing Agency or its authorized representative which is given or made 



20





 


pursuant to this Article 5 if such order, direction or request is given or made in accordance with the Applicable Procedures. 


    (c) Every
Preferred Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Certificate or any portion
thereof, whether pursuant to this Article 5 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Certificate, unless such Preferred Security is registered
in the name of a Person other than the Clearing Agency for such Global Certificate or a nominee thereof. 


    (d) The
Clearing Agency or its nominee, as registered owner of a Global Certificate, shall be the holder of such Global Certificate for all purposes under the
Declaration of Trust and the Preferred Securities, and owners of beneficial interests in a Global Certificate shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such
Owner's beneficial interest in a Global Certificate will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its nominee or
its participants and such owners of beneficial interests in a Global Certificate will not be considered the owners or holders of such Global Certificate for any purpose of this Declaration of Trust or
the Preferred Securities. 


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




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


    SECTION 5.13. Definitive Preferred Securities Certificates. Notwithstanding any other provision in this Declaration of Trust, no Global
Certificate may be exchanged in whole or in part for Preferred Securities registered, and no transfer of a Global Certificate in whole or in part may be registered, in the name of any Person other
than the Clearing Agency for such Global Certificate or a nominee thereof unless (i) such Clearing Agency (A) has notified the Depositor that it is unwilling or unable to continue as
Clearing Agency for such Global Certificate or (B) has ceased to be a clearing agency registered as such under the Securities Exchange Act of 1934, as amended, and in either case the Trust and
the Depositor thereupon fails to appoint a successor Clearing Agency, (ii) the Depositor, at its option, notifies the Property Trustee in writing that it elects to cause the issuance of the
Preferred Securities in certificated form, or (iii) there shall have occurred and be continuing an Event of Default or any event which after notice or lapse of time or both would be an Event of
Default. In all cases, Certificated Preferred Securities delivered in exchange for any Global Certificate or beneficial interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Clearing Agency (in accordance with its customary procedures). 



    SECTION 5.14. Rights of Securityholders. The legal title to the Trust Property is vested exclusively in the Property Trustee (in its
capacity as such) in accordance with Section 2.9, and the Securityholders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust
conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Trust Securities shall
be personal property giving only the rights specifically set forth therein and in this Declaration of Trust. The Trust Securities shall have no preemptive or similar rights and, when issued and
delivered to Securityholders against payment of the purchase price therefor, will be fully paid and nonassessable by the Trust. The Holders of the Trust Securities, in their capacities as such, shall
be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized 


21





 


under the General Corporation Law of the State of Delaware. Except as expressly set forth in this Declaration, the Debentures, the Securities Guarantees and the terms of the Securities, the Depositor
shall not be: 



	(i)
	personally
liable for the return of any portion of the capital contributions (or any return thereon) of the Holders of the Securities, which shall
be made solely from assets of the Trust; or



	(ii)
	required
to pay to the Trust or to any Holder of Securities any deficit upon dissolution of the Trust or otherwise. 



ARTICLE 6  


 ACT OF SECURITYHOLDERS; MEETINGS; VOTING  


    SECTION 6.1. Limitations on Voting Rights.



    (a) Except
as provided in this Section, in Section 8.2 and 10.2 and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall
have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. 


    (b) Subject
to Section 8.2 hereof and the requirements set forth in this paragraph, the Holders of a majority in liquidation amount of Preferred Securities,
voting separately as a class may direct the time, method, and place of conducting any proceeding for any remedy available to the Property Trustee, or the exercise of any trust or power conferred upon
the Property Trustee under the Declaration, including (i) directing the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any
trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waiving any past default and its consequences that is waivable under the Indenture,
(iii) exercising any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consenting to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be required, provided, however, that, where a consent or action under the Indenture specifically would require the consent or
act of the Holders of greater than a majority of the holders in principal amount of Debentures affected thereby (a "Super Majority"), the Property Trustee may only give such consent or take such
action at the written direction of the Holders of at least the proportion in liquidation amount of the Preferred Securities which the relevant Super Majority represents of the aggregate principal
amount of the Debentures outstanding. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities. Other than with respect
to directing the time, method and place of conducting any remedy available to the Property Trustee or the Debenture Trustee as set forth above, the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred Securities under this paragraph unless the Property Trustee has obtained an opinion of tax counsel to the effect that for the purposes of
United States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. 


    (c) Except
as provided under this Section, Sections 8.9 and 10.2 and as otherwise required by law and the Declaration, the Holders of the Common Securities will have no
voting rights. 


    (d) Subject
to Section 8.2 of the Declaration and only after any Event of Default with respect to the Preferred Securities has been cured, waived, or otherwise
eliminated the Property Trustee shall not (i) direct the time, method, and place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power
conferred on the Debenture 



22





 


Trustee with respect to the Debentures, (ii) waive any past default and its consequences that is waivable under the Indenture, or (iii) exercise any right to rescind or annul a
declaration that the principal of all the Debentures shall be due and payable, without in each case, obtaining the prior approval of the Holders of a majority in liquidation amount of Common
Securities, provided that, where a consent under the Indenture specifically would require the consent of the Holders of a Super Majority, the Property Trustee may only give such consent at the written
direction of the Holders of at least the proportion in liquidation amount of the Common Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures
outstanding. Pursuant to this Section 6.1(d), the Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities. The
Property Trustee Shall not take any of the foregoing actions under this paragraph unless the Property Trustee has obtained an opinion of tax counsel to the effect that for the purposes of United
States federal income tax the Trust will not be classified as other than a grantor trust on account of such action. If the Property Trustee fails to enforce its rights under the Declaration, any
Holder of Common Securities may, to the fullest extent permitted by law, institute a legal proceeding directly against any Person to enforce the Property Trustee's rights under the Declaration,
without first instituting a legal proceeding against the Property Trustee or any other Person. 


    Any
approval or direction of the Holders of Common Securities may be given at a separate meeting of Holders of Common Securities convened for such purposes, at a meeting of all of the
Holders of Securities in the Trust or pursuant to written consent. The Administrative Trustees will cause a notice of any meeting at which Holders of Common Securities are entitled to vote to be
mailed to each Holder of record of Common Securities, Each such notice will include a statement setting forth (i) the date of such meeting, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote and (iii) instructions for the delivery of proxies. 


    (e) If
any proposed amendment to the Declaration of Trust provides for, or the Trustees otherwise propose to effect the dissolution, winding-up or
termination of the Trust, other than pursuant to the terms of this Declaration of Trust, then the Holders of Outstanding Preferred Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the approval of the Holders of a majority in aggregate Liquidation Amount of the Outstanding Preferred Securities. 




    SECTION 6.2. Notice of Meetings. Notice of all meetings of the Holders of the Preferred Securities, stating the time, place and purpose
of the meeting, shall be given by the Property Trustee pursuant to Section 10.8 to each Preferred Securityholder of record, at its registered address, at least 7 days and not
more than 60 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice. 


    SECTION 6.3. Meetings of Preferred Securityholders. No annual meeting of Securityholders is required to be held. The Administrative
Trustees, however, shall call a meeting of Securityholders to vote on any matter upon the written request of the Preferred Securityholders of record of 10% of the Preferred Securities (based upon
their Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of Preferred Securities to vote on any matters as
to which such Holders are entitled to vote. 


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



    If
a quorum is present at a meeting, an affirmative vote by the Holders of record of Preferred Securities present, in person or by proxy, holding more than a majority of the Preferred
Securities 


23





 


(based upon their Liquidation Amount) held by Holders of record of Preferred Securities present, either in person or by proxy, at such meeting shall constitute the action of the Securityholders,
unless this Declaration of Trust requires a greater number of affirmative votes. 


    SECTION 6.4. Voting Rights. Securityholders shall be entitled to one vote for each $50 of Liquidation Amount represented by their Trust
Securities in respect of any matter as to which such Securityholders are entitled to vote. Notwithstanding that holders of Preferred Securities are entitled to vote or consent under any of the
circumstances described above, any of the Preferred Securities that are owned at such time by the Depositor, the Trustees or any affiliate of any Trustee shall, for purposes of such vote or consent,
be treated as if such Preferred Securities were not outstanding. 


    SECTION 6.5. Proxies, Etc. At any meeting of Securityholders, any Securityholders entitled to vote thereat may vote by proxy, provided
that no proxy shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees
may direct, for verification prior to the time at which such vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one
or more officers of the Property Trustee. Only Securityholders of record shall be entitled to vote. When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting
in person or represented by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed
valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than 11 months after its date of execution. 


    SECTION 6.6. Securityholder Action by Written Consent. Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding more than a majority of all Outstanding Trust Securities (based upon their Liquidation Amount) entitled to vote in respect of such action (or such larger
proportion thereof as shall be required by any express provision of this Declaration of Trust) shall consent to the action in writing. 


    SECTION 6.7. Record Date for Voting and Other Purposes. For the purposes of determining the Securityholders who are entitled to notice
of and to vote at any meeting or by written consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Declaration
of Trust, or for the purpose of any other action, the Property Trustee may from time to time fix a date, not more than 60 days prior to the date of any meeting of Securityholders or the payment
of Distributions or other action, as the case may be, as a record date for the determination of the identity of the Securityholders of record for such purposes. 


    SECTION 6.8. Acts of Securityholders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided
or permitted by this Declaration of Trust to be given, made or taken by Securityholders or Owners may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders or Owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or
instruments are delivered to an Administrative Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the
Securityholders or Owners signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this
Declaration of Trust and (subject to Section 8.1) conclusive in favor of the Trustees, if made in the manner provided in this Section. 


    The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such 


24





 


instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than the signer's individual capacity, such certificate or affidavit
shall also constitute sufficient proof of the 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 which any Trustee receiving the same deems sufficient. 


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


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


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


    If
any dispute shall arise between the Securityholders and the Administrative Trustees or among such Securityholders or Trustees with respect to the authenticity, validity or binding
nature of any request, demand, authorization, direction, consent, waiver or other Act of such Securityholder or Trustee under this Article 6, then the determination of such matter by the
Property Trustee shall be conclusive with respect to such matter. 


    Upon
the occurrence and continuation of an Event of Default, the holders of Preferred Securities shall rely on the enforcement by the Property Trustee of its rights as holder of the
Debentures against the Depositor. If the Property Trustee fails to enforce its rights as holder of the Debentures after a request therefor by a holder of Preferred Securities, such holder may, to the
fullest extent permitted by law, proceed to enforce such rights directly against the Depositor. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Depositor to pay interest or principal on the Debentures on the date such interest or principal is otherwise payable, then a holder of Preferred Securities shall
have the right to institute a proceeding directly against the Depositor, for enforcement of payment to such holder of the principal amount of or interest on Debentures having a principal amount equal
to the aggregate Liquidation Amount of the Preferred Securities of such holder after the respective due date specified in the Debentures (a "Direct Action"). [In connection with such
Direct Action, the rights of the holders of Common Securities will be subordinate to the rights of such holder of Preferred Securities.] In connection with any such Direct Action, the
rights of the Depositor will be subrogated to the rights of any holder of the Preferred Securities to the extent of any payment made by the Depositor to such holder of Preferred Securities as a result
of such Direct Action. 


    A
Securityholder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal
proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person or entity. 


    SECTION 6.9. Inspection of Records. Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the
Trust shall be open to inspection by Securityholders during normal business hours for any purpose reasonably related to such Securityholder's interest as a Securityholder. 


25






   ARTICLE 7  


 REPRESENTATIONS AND WARRANTIES  


    SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee. The Property
Trustee and the Delaware Trustee, each severally on behalf of and as to itself, hereby represents and warrants for the benefit of the Depositor and the Securityholders that (each such representation
and warranty made by the Property Trustee and the Delaware Trustee being made only with respect to itself): 



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


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


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


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


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


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


    (g) the
execution, delivery and performance by the Delaware Trustee of this Declaration of Trust have been duly authorized by all necessary corporate or other action on
the part of the Delaware Trustee and do not require any approval of stockholders of the Delaware Trustee and such execution, delivery and performance will not (i) violate the Delaware Trustee's
charter or by-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on
any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Trustee is a
party or by which it is bound, or 



26





 


(iii) to the Delaware Trustee's knowledge violate any law, governmental rule or regulation of the United States or the State of Delaware as the case may be; 


    (h) neither
the authorization, execution or delivery by the Property Trustee of this Declaration of Trust nor the consummation of any of the transactions by the
Property Trustee contemplated herein or therein to its knowledge 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 federal law governing the banking, corporate or trust powers of the Property Trustee under the laws of the United States or the State of New
York (excluding any securities laws of any jurisdiction); 


    (i)  neither
the authorization, execution or delivery by the Delaware Trustee of this Declaration of Trust nor the consummation of any of the transactions by the
Delaware Trustee contemplated herein or therein to its knowledge 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 federal law governing the banking, corporate or trust powers of the Delaware Trustee under the laws of the United States or the State of
Delaware (excluding any securities laws of any jurisdiction); 


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




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



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


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



ARTICLE 8  


 THE TRUSTEES  


    SECTION 8.1. Certain Duties and Responsibilities.



    (a) The
duties and responsibilities of the Trustees shall be as provided by this Declaration of Trust and, in the case of the Property Trustee, by the Trust Indenture
Act. The Property Trustee, before the occurrence of any Event of Default and after the curing or waiving of all Events of Default that may have occurred, shall undertake to perform only such duties
and obligations as are specifically set forth in this Declaration of Trust and the Trust Indenture Act and no implied covenants shall be read into this Declaration of Trust against the Property
Trustee. In case an Event of Default has occurred (that has not been cured or waived pursuant to Section 8.2) of which a responsible officer of the Property Trustee has actual knowledge, the
Property Trustee 



27





 


shall exercise such rights and powers vested in it by this Declaration of Trust and the Trust Indenture Act, and use the same degree of care and skill in its exercise, as a prudent individual would
exercise or use under the circumstances in the conduct of his or her own affairs. Notwithstanding the foregoing, no provision of this Declaration of Trust shall require the Trustees to expend or risk
their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision
of this Declaration of Trust relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section. Nothing in this
Declaration of Trust shall be construed to release the Administrative Trustees or the Delaware Trustee from liability for their own grossly negligent action, their own grossly negligent failure to
act, or their own willful misconduct. To the extent that, at law or in equity, an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, such Administrative Trustee shall not be liable to the Trust or to any Securityholder for such Administrative Trustee's good faith reliance on the provisions of this Declaration of
Trust or advice of counsel. The provisions of this Declaration of Trust, to the extent that they restrict the duties and liabilities of the Administrative Trustees otherwise existing at law or in
equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Administrative Trustees. 


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


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



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


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


    (iii) the
Property Trustee's sole duty with respect to the custody, safekeeping and physical preservation of the Debentures and the Payment Account shall be to deal
with such property as fiduciary assets, subject to the protections and limitations on liability afforded to the Property Trustee under this Declaration of Trust and the Trust Indenture Act; 


    (iv) the
Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree 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 




28





 



maintained by the Property Trustee pursuant to Section 3.1 and except to the extent otherwise required by law; and 


    (v) neither
the Property Trustee nor the Administrative Trustees shall be responsible for monitoring each other's compliance or the compliance of the Depositor with
their respective duties under this Declaration of Trust, nor shall the Property Trustee or the Administrative Trustees be liable for each other's default or misconduct or that of the Depositor. 




 SECTION 8.2. Notice of Defaults.  


    (a) Within
90 days after the occurrence of any Event of Default actually known to the Property Trustee, the Property Trustee shall transmit, in the manner and to the
extent provided in Section 10.8, notice of such Event of Default to the holders of Preferred Securities, the Administrative Trustees and the Depositor, unless such Event of Default shall have
been cured or waived, provided that, except for a default in the payment of principal of (or premium, if any) or interest on any of the Debentures, the Property Trustee shall be 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 Preferred Securities. 


    (b) [INTENTIONALLY
OMITTED] 


    (c) The
Holders of a majority in Liquidation Amount of Preferred Securities may, by vote, on behalf of the Holders of all of the Preferred Securities, waive any Event
of Default in respect of the Preferred Securities and its consequences, provided that, if the underlying Debenture Event of Default: 



     (i) is
not waivable under the Indenture, the Event of Default under the Declaration of Trust shall also not be waivable; or 


    (ii) requires
the consent or vote of greater than a majority in principal amount of the holders of the Debentures (a "Super Majority") to be waived under the Indenture,
the Event of Default under the Declaration of Trust may only be waived by the vote of the Holders of the same proportion in Liquidation Amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures outstanding. 




    The
provisions of Section 6.1(b) and this Section 8.2(c) shall be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B)
of the Trust Indenture Act is hereby expressly excluded from this Declaration of Trust and the Preferred Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such default shall
cease to exist, and any Event of Default with respect to the Preferred Securities arising therefrom shall be deemed to have been cured, for every purpose of this Declaration of Trust, but no such
waiver shall extend to any subsequent or other default or an Event of Default with respect to the Preferred Securities or impair any right consequent thereon. Any waiver by the Holders of the
Preferred Securities of an Event of Default with respect to the Preferred Securities shall also be deemed to constitute a waiver by the Holders of the Common Securities of any such Event of Default
with respect to the Common Securities for all purposes of this Declaration of Trust without any further act, vote, or consent of the Holders of the Common Securities. 



    (d) The
Holders of a majority in Liquidation Amount of the Common Securities may, by vote, on behalf of the Holders of all of the Common Securities, waive any Event of
Default with 



29





 


respect to the Common Securities and its consequences, provided that, if the underlying Debenture Event of Default: 



     (i) is
not waivable under the Indenture, except where the Holders of the Common Securities are deemed to have waived such Event of Default under the Declaration as
provided below in this Section 8.2(d), the Event of Default under the Declaration of Trust shall also not be waivable; or 


    (ii) requires
the consent or vote of a Super Majority to be waived, except where the Holders of the Common Securities are deemed to have waived such Event of Default
under the Declaration of Trust
as provided below in this Section 8.2(d), the Event of Default under the Declaration of Trust may only be waived by the vote of the Holders of the same proportion in Liquidation Amount of the
Common Securities that the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding; 




provided
further, that each Holder of Common Securities will be deemed to have waived any such Event of Default and all Events of Default with respect to the Common Securities and its consequences
until all Events of Default with respect to the Preferred Securities have been cured, waived or otherwise eliminated, and until such Events of Default have been so cured, waived or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf of the Holders of the Preferred Securities and only the Holders of the Preferred Securities will have the right to direct
the Property Trustee in accordance with the terms of the Securities. The provisions of Section 6.1(b) and this Section 8.2(d) shall be in lieu of Section 316(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration of Trust and the Preferred Securities, as permitted by the Trust
Indenture Act. Subject to the foregoing provisions of this Section 8.2(d), upon such waiver, any such default shall cease to exist and any Event of Default with respect to the Common Securities
arising therefrom shall be deemed to have been cured for every purpose of this Declaration of Trust, but no such waiver shall extend to any subsequent or other default or Event of Default with respect
to the Common Securities or impair any right consequent thereon. 


    (e) A
waiver of a Debenture Event of Default under the Indenture by the Property Trustee at the direction of the Holders of the Preferred Securities constitutes a
waiver of the corresponding Event of Default under this Declaration of Trust. The foregoing provisions of this Section 8.2(e) shall be in lieu of Section 316(a)(1)(B) of the Trust
Indenture Act and such Section 316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from this Declaration of Trust and the Preferred Securities, as permitted by the Trust
Indenture Act. 


    (f)  The
Holders of a majority in liquidation amount of Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Property Trustee or to direct the exercise of any trust or power conferred upon the Property Trustee, including the right to direct the Property Trustee to exercise the
remedies available to it as holder of the Debentures; provided, however, that the Property Trustee shall have the right to decline to follow any such direction if the Property Trustee shall determine
that the action so directed would be unjustly prejudicial to the Holders not taking part in such direction or if the Property Trustee, being advised by counsel, determines that the action or
proceeding so directed may not lawfully be taken or if the Property Trustee, in good faith, by its board of directors or trustees, executive committee, or a trust committee of directors or trustees
and/or responsible officers, shall determine that the action or proceedings so directed would involve the Property Trustee in personal liability. If the Property Trustee fails to enforce its rights
under the Debentures after the Holders of a majority in liquidation amount of the Preferred Securities have so directed the Property Trustee, a holder of record of such Preferred Securities may, to
the fullest extent permitted by law, institute a legal proceeding against the Depositor to enforce the Property 



30





 


Trustee's rights under the Debentures without first instituting first instituting any legal proceeding against the Property Trustee or any other Person. 




    SECTION 8.3. Certain Rights of Property Trustee. Subject to the provisions of Section 8.1: 



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


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


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


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


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



31







  



    (f)  the
Property Trustee may consult with counsel of its selection (which counsel may be counsel to the Depositor or any of its Affiliates, and may include any of its
employees) and the advice of such counsel or any Opinion of 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; and the Property Trustee shall have the right at any time, upon prior notice to the Depositor, to seek instructions concerning the
administration of this Declaration of Trust 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 Declaration of Trust at the request or direction of
any of the Securityholders pursuant to this Declaration of Trust, unless such Securityholders shall have offered to the Property Trustee reasonable security or indemnity against the costs, expenses
and liabilities which might be incurred by it in compliance with such request or direction; 


    (h) the
Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolutions, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, [unless requested in writing to do so by Holders of
record of 25% or more of the Preferred Securities (based upon their Liquidation Amount)], but the Property Trustee may make such further inquiry or investigation into such facts or matters
as it may see fit; 


    (i)  the
Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys or
an Affiliate, provided that the Property Trustee shall be responsible for its own negligence, recklessness or bad faith with respect to selection of any agent or attorney appointed by it hereunder; 


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


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




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


    SECTION 8.4.  Not Responsible for Recitals or Issuance of Securities.  The recitals contained herein and
in the Trust Securities Certificates shall not be taken as the statements of the Trustees, and the Trustees do not assume any responsibility for their correctness. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the Debentures. 


    SECTION 8.5.  May Hold Securities.  Except as provided in the definition of the term "Outstanding" in
Article 1, any Trustee or any other agent of any Trustee or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to
Section 8.8 


32





 


and 8.12, may otherwise deal with the Trust with the same rights it would have if it were not a Trustee or such other agent. 


    SECTION 8.6.  Compensation; Indemnity; Fees.  The Depositor agrees: 



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


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



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


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




    SECTION 8.7.  Property Trustee Required; Eligibility of Trustees.  



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


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


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



33





 

    SECTION 8.8.  Conflicting Interests.  If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Declaration of Trust. [The Property Trustee's services as Trustee under the Guarantee and as Debenture Trustee shall not be deemed to constitute a conflicting
interest.] 


    SECTION 8.9.  Resignation and Removal; Appointment of Successor.  



    (a) Subject
to Sections 8.9(b) and 8.9(c), any Trustee (the "Relevant Trustee") may be appointed or removed without cause at any time: 



     (i) until
the issuance of any Trust Securities, by written instrument executed by the Depositor; and 


    (ii) after
the issuance of any Securities, by vote of the Holders of a majority in Liquidation Amount of the Common Securities voting as a class. 




    (b) The
Trustee that acts as Property Trustee shall not be removed in accordance with Section 8.9(a) until a successor possessing the qualifications to act as a
Property Trustee under Section 8.7 (a "Successor Property Trustee") has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered
to the Trust, the Depositor and the removed Property Trustee. 


    (c) The
Trustee that acts as Delaware Trustee shall not be removed in accordance with Section 8.9(a) until a successor possessing the qualifications to act as
Delaware Trustee under Section 8.7 (a "Successor Delaware Trustee") has been appointed and has accepted such appointment by instrument executed by such Successor Delaware Trustee and delivered
to the Trust, the Depositor and the removed Delaware Trustee. 


    (d) A
Trustee appointed to office shall hold office until his, her or its successor shall have been appointed or until his, her or its death, removal, resignation,
dissolution or liquidation. Any Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the Depositor and
the Trust, which resignation shall take effect upon such delivery or upon such later date as is specified therein; provided, however, that: 



     (i) No
such resignation of the Trustee that acts as the Property Trustee shall be effective: 



    (1) until
a Successor Property Trustee has been appointed and has accepted such appointment by instrument executed by such Successor Property Trustee and delivered to
the Trust, the Sponsor and the resigning Property Trustee; or 


    (2) until
the assets of the Trust have been completely liquidated and the proceeds thereof distributed to the holders of the Securities; and 




    (ii) no
such resignation of the Trustee that acts as the Delaware Trustee shall be effective until a Successor Delaware Trustee has been appointed and has accepted such
appointment by instrument executed by such Successor Delaware Trustee and delivered to the Trust, the Depositor and the resigning Delaware Trustee. 




    (e) The
Holders of the Common Securities shall use their best efforts promptly to appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may
be, if the Property Trustee or the Delaware Trustee delivers an instrument of resignation in accordance with Section 8.9(d). 



34





 


    (f)  If no Successor Property Trustee or Successor Delaware Trustee shall have been appointed and accepted appointment as provided in this Section 8.9 within
60 days after delivery pursuant to this Section 8.9 of an instrument of resignation or removal, the Property Trustee or Delaware Trustee resigning or being removed, as applicable, may
petition any court of competent jurisdiction for appointment of a Successor Property Trustee or Successor Delaware Trustee. Such court may thereupon, after prescribing such notice, if any, as it may
deem proper, appoint a Successor Property Trustee or Successor Delaware Trustee, as the case may be. 


    (g) No
Property Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor Property Trustee or Successor Delaware Trustee, as the
case may be. 


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


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


    (j)  The
indemnity provided to a Trustee under Section 8.6 shall survive any Trustee's resignation or removal. 




    SECTION 8.10.  Acceptance of Appointment by Successor.  In case of the appointment hereunder of a
successor Trustee, such successor Trustee so appointed shall execute, acknowledge and deliver to the Trust and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and 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 the request of the Depositor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and if the Property Trustee is the resigning Trustee shall duly assign, transfer and deliver to the
successor Trustee all property and money held by such retiring Property Trustee hereunder. 


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



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


35





 


all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be. 


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



    SECTION 8.11.  Merger, Conversion, Consolidation or Succession to Business.  Any corporation into which
the Property Trustee, the Delaware Trustee or any Administrative Trustee that is not a natural person may be merged or converted or with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such Relevant
Trustee, shall be the successor of such Relevant Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. 


    SECTION 8.12.  Preferential Collection of Claims Against Depositor or Trust.  If and when the Property
Trustee shall be or become a creditor of the Depositor or the Trust (or any other obligor upon the Debentures or the Trust Securities), the Property Trustee shall be subject to and shall take all
actions necessary in order to comply with the provisions of the Trust Indenture Act regarding the collection of claims against the Depositor or Trust (or any such other obligor). 


    SECTION 8.13.  Reports by Property Trustee.  



    (a) To
the extent required by the Trust Indenture Act, within 60 days after December 31 of each year commencing with December 31, 2001, the
Property Trustee shall transmit to all Securityholders in accordance with Section 10.8 and to the Depositor, a brief report dated as of such December 31 with respect to: 



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


    (ii) a
statement that the Property Trustee has complied with all of its obligations under this Declaration of Trust during the twelve-month period (or, in the case of
the initial report, the period since the Closing Date) ending with such December 31 or, if the Property Trustee has not complied in any material respects with such obligations, a description of
such noncompliance; and 


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




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


    (c) A
copy of such report shall, at the time of such transmissions to Holders, be filed by the Property Trustee with each national securities exchange or
self-regulatory organization upon which the Trust Securities are listed, with the Commission and with the Depositor. 




    SECTION 8.14.  Reports to the Property Trustee.  The Depositor and the Administrative Trustees on behalf
of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required
by Section 314(a) of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. 


36





 


    SECTION 8.15.  Evidence of Compliance with Conditions Precedent. Each of the Depositor and the Administrative Trustees
on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this Declaration of Trust that relate to any of the
matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) of the Trust Indenture Act
shall be given in the form of an Officers' Certificate. 


    SECTION 8.16.  Number of Trustees.  



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



    (b) If
a Trustee ceases to hold office for any reason and the number of Administrative Trustees is not reduced pursuant to Section 8.16(a), or if the number of
Trustees is increased pursuant to Section 8.16(a), a vacancy shall occur. 


    (c) The
death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the Trust.
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 8.9, the
Administrative Trustees in office, regardless of their number
(and notwithstanding any other provision of this Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative
Trustees by this Declaration of Trust. 




    SECTION 8.17.  Delegation of Power.  



    (a) Any
Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for
the purpose of executing any documents contemplated in Section 2.7(a), including any registration statement or amendment thereof filed with the Commission, or making any other governmental
filing. 


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




    SECTION 8.18.  Appointment of Administrative Trustees.  



    (a) The
Administrative Trustees shall initially be            , an individual, and            , an individual, and their successors shall
be appointed by
the Holders of a majority in Liquidation Amount of the Common Securities, and they may resign or be removed by the Holders of a majority in Liquidation Amount of the Common Securities at any time.
Upon any resignation or removal, the Depositor shall appoint a successor Administrative Trustee. If at any time there is no Administrative Trustee, the Property Trustee or any Holder who has been a
Holder of Trust Securities for at least six months may petition any court of competent jurisdiction for the appointment of one or more Administrative Trustees. 



    (b) 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 this Section 8.18, the Administrative Trustees in office, regardless of their number (and not withstanding any other provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Declaration of Trust. 



37





 


    (c) Notwithstanding the foregoing or any other provision of this Declaration of Trust, if any Administrative Trustee who is a natural person dies or becomes, in the
opinion of the Holders of a
majority in Liquidation Amount the Common Securities, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the unanimous act of the remaining
Administrative Trustees, if there were at least two of them prior to such vacancy, and by the Depositor, if there were not two such Administrative Trustees immediately prior to such vacancy (with the
successor being a Person who satisfies the eligibility requirement for Administrative Trustees set forth in Section 8.7). 



ARTICLE 9  


 TERMINATION, LIQUIDATION AND MERGER  


    SECTION 9.1.  Termination upon Expiration Date.  Unless earlier terminated, the Trust shall automatically
terminate on            ,      (the "Expiration Date"), following the distribution of the Trust Property in accordance with Section 9.4. 



    SECTION 9.2.  Early Termination.  The first to occur of any of the following events is an "Early
Termination Event": 



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


    (b) the
occurrence of a Tax Event following which the Depositor has elected to redeem all of the Preferred Securities pursuant to Section 4.4(a); 



    (c) the
exchange of all of the Trust Securities; 



38







  



    (d) upon
the repayment of the Debentures or at such time as no Debentures are outstanding; 


    (e) an
order for dissolution of the Trust shall have been entered by a court of competent jurisdiction; and 


    (f)  receipt
by the Property Trustee of written notice from the Depositor at any time (which notice is optional and wholly within the discretion of the Depositor) of
its intention to terminate the Trust and distribute the Debentures in exchange for the Preferred Securities. 




    SECTION 9.3. Termination. The respective obligations and responsibilities of the Trustees and the Trust created and continued hereby
shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 9.4, of
all amounts required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of all expenses owed by the Trust; (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Trust or the Securityholders, and (d) the filing of the
certificate of cancellation with the Secretary of State of the State of Delaware pursuant to Section 3810 of the Delaware Business Trust Act. Notwithstanding any provision hereof to the
contrary, each of Depositor's obligations set forth in Section 8.3 hereof shall survive and continue regardless of the occurrence of any of the foregoing. 


    SECTION 9.4. Liquidation.



    (a) If
an Early Termination Event specified in clause (a), [(b),] (e) or (f) of Section 9.2 occurs or upon the
Expiration Date, the Trust shall be liquidated by the Administrative Trustees and the Property Trustee as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to each Securityholder an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Trust Securities
held by such Holder, subject to Section 9.4(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than
60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address as it appears in the Securities Register. All notices of liquidation shall: 



	(i)
	state
the Liquidation Date;



	(ii)
	state
that, from and after the Liquidation Date, the Trust Securities will no longer be deemed to be Outstanding and any Trust Securities
Certificates not surrendered for exchange will be deemed to represent an aggregate principal amount of Debentures equal to the aggregate Liquidation Amount of Preferred Securities held by such Holder;
and



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





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


    (c) Except
where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date, (i) the Trust Securities will no longer be deemed to be Outstanding,
(ii) the Clearing Agency or its nominee, as the record holder of such Trust Securities, will receive a registered global certificate or certificates representing the Debentures to be delivered
upon such distribution, and (iii) any Trust Securities Certificates not held by the Clearing Agency will be deemed to represent an aggregate principal 



39





 


amount of Debentures equal to the aggregate Liquidation Amount of Preferred Securities held by such Holders, and bearing accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on such Trust Securities until such certificates are presented to the Property Trustee for transfer or reissuance. 


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


    (e) Upon
the redemption of the Debentures in whole (but not in part), at maturity, the proceeds from such redemption shall, after satisfaction of liabilities to
creditors, be simultaneously applied to redeem Securities having an aggregate liquidation amount equal to the aggregate principal amount of the Debentures so redeemed at a redemption price of $50 per
Security plus an amount equal to accrued and unpaid Distributions thereon at the date of the repayment, payable in cash. 




    SECTION 9.5. Mergers, Consolidations, Amalgamations, Conversions or Replacements of the Trust. The Trust may not merge with or into,
consolidate, amalgamate, convert into, or be replaced by, or convey, transfer or lease its properties and assets substantially as an entirety to any corporation or other Person, except pursuant to
this Section 9.5. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the Property Trustee, the Delaware Trustee or the Holders of the
Preferred Securities, the Trust may merge with or into, consolidate, amalgamate, convert into, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any State; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the "Successor Securities") so long as the
Successor Securities rank the same as the Preferred Securities rank in priority with respect to Distributions and payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity, possessing the same powers and duties as the Property Trustee, as the holder of the Debentures, (iii) the Successor Securities are listed,
or any Successor Securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the Preferred Securities are then listed, if any,
(iv) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not 


40





 


adversely affect the rights, preferences and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, (vi) such successor entity has a
purpose substantially identical to that of the Trust, (vii) prior to such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease the Depositor has received
an Opinion of Counsel to the effect that (a) such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect (other than with respect to any dilution of the Holder's interest in the new
entity), (b) following such merger, consolidation, amalgamation, conversion, replacement, conveyance, transfer or lease neither the Trust nor such successor entity will be required to register
as an "investment company" under the 1940 Act, and (c) following such merger, consolidation, amalgamation, conversion or replacement, the Trust or such successor entity will be treated as a
grantor trust for United States federal income tax purposes, and (viii) the Depositor or any permitted successor or assignee owns all of the Common Securities of
such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of Holders of 100% in aggregate Liquidation Amount of the Preferred Securities, consolidate, amalgamate, convert into, merge with or into, be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, convert into, merge with or into, or replace it if
such consolidation, amalgamation, conversion, merger, replacement, conveyance, transfer or lease would cause the Trust or the successor entity to be classified as other than a grantor trust for United
States federal income tax purposes. 


ARTICLE 10

MISCELLANEOUS PROVISIONS  


    SECTION 10.1. Limitation of Rights of Securityholders. The death or incapacity of any person having an
interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Declaration of Trust, nor entitle the legal representatives or heirs of such person or any Securityholder for
such person to claim an accounting, take any action or bring any proceeding in any court for a partition or winding-up of the arrangements contemplated hereby, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them. 


    SECTION 10.2. Amendment.



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


    (b) Except
as provided in Section 10.2(c) hereof, any provision of this Declaration of Trust may be amended by the Trustees and the Depositor with (i) the
consent of Holders representing not less than a majority (based upon Liquidation Amounts) of the Trust Securities then 



41





 


Outstanding, acting as a single class, and (ii) receipt by the Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Trustees in
accordance with such amendment will not affect the Trust's status as a grantor trust for United States federal income tax purposes or the Trust's not being required to register as an "investment
company" under the 1940 Act, provided, however, if any amendment or proposal that would adversely affect the powers, preferences or special rights of the Trust Securities, whether by way of amendment
or otherwise, would adversely affect only the Preferred Securities or only the Common Securities, then only the affected class will be entitled to vote on such amendment or proposal and such amendment
or proposal shall not be effective except with the approval of a majority in Liquidation Amount of such class of Trust Securities. 



    (c) In
addition to and notwithstanding any other provision in this Declaration of Trust, without the consent of each affected Securityholder (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this Declaration of Trust may not be amended to (i) change the amount or timing of any Distribution on the Trust Securities or
otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date or (ii) restrict the right of a Securityholder to
institute suit for the enforcement of any such payment on or after such date; notwithstanding any other provision herein, without the unanimous consent of the Securityholders (such consent being
obtained in accordance with Section 6.3 or 6.6 hereof), this paragraph (c) of this Section 10.2 may not be amended. 



    (d) Notwithstanding
any other provisions of this Declaration of Trust, no Trustee shall enter into or consent to any amendment to this Declaration of Trust which would
cause the Trust to be required to register as an "investment company" under the 1940 Act, or to be classified as other than a grantor trust for United States federal income tax purposes or to reduce
or otherwise adversely affect the powers of the Property Trustee. 


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


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


    (g) Neither
the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Declaration of Trust which affects its own rights,
duties or immunities under this Declaration of Trust. 


    (h) The
Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers' Certificate stating that any amendment to this Declaration of Trust is in
compliance with this Declaration of Trust. 




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


    SECTION 10.4. Governing Law. This declaration of trust and the rights and obligations of each of the securityholders, the trust, and
trustees with respect to this declaration of trust in the trust securities shall be construed in accordance with and governed by the internal laws of the state of Delaware. 



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


42





 


    SECTION 10.6. Successors. This Declaration of Trust shall be binding upon and shall inure to the benefit of any successor to the
Depositor, the Trust or the Relevant Trustee, including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Depositor that is permitted under
Article 8 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
Declaration of Trust. 


    SECTION 10.8. Reports, Notices and Demands. Any report, notice, demand or other communication which by any provision of this
Declaration of Trust is required or permitted to be given or served to or upon any Securityholder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in
the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Holder of Preferred Securities, to such Holder as such Holder's name and address
may appear on the Securities Register; and (b) in the case of the Holder of the Common Securities, to Boise Cascade Corporation, 1111 West Jefferson Street, P.O. Box 50, Boise, Idaho
83728-0001, Attention: General Counsel. 


    Any
notice to Preferred Securityholders shall also be given to such Owners as have, within two years preceding the giving of such notice, filed their names and addresses with the
Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder shall be deemed to have been sufficiently given, or made, for all purposes, upon hand delivery, mailing or transmission. 


    Any
notice, demand or other communication which by any provision of this Declaration of Trust is required or permitted to be given or served to or upon the Trust, the Property
Trustee, the Delaware Trustee or the Administrative Trustees shall be given in writing addressed (until another address is published by the Trust) as follows: (a) with respect to the Property
Trustee, to            ,            ,            , Attention:
Corporate Trust Services, (b) with respect to the Delaware Trustee, to            ,            ,
            , Attention: Corporate Trust Administration, with a copy of any such notice to the Property Trustee at its address above, and (c) with respect to the Administrative Trustees,

to them at the address for notices to the Depositor, marked "Attention: General Counsel." Such notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by the Trust or the Property Trustee. 


    SECTION 10.9. Agreement Not to Petition. Each of the Trustees and the Depositor agrees for the benefit of the Securityholders that,
until at least one year and one day after the Trust has been terminated in accordance with Article 9, it shall not file, or join in the filing of, a petition against the Trust under any
bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the United States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in the commencement
of any proceeding against the Trust under any Bankruptcy Law. In the event the Depositor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit of
Securityholders, that, at the expense of the Depositor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has agreed in writing not to take such action and should be stopped and precluded therefrom and such other defenses, if any,
as counsel for the Trustee or the Trust may assert. The provisions of this Section 10.9 shall survive the termination of this Declaration of Trust. 


    SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.



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



43





 


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


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



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




    SECTION 10.11. Acceptance of Terms of Declaration of Trust, Guarantee and Indenture. The receipt and acceptance of a Trust Security or
any interest therein by or on behalf of a securityholder or beneficial owner, without any signature or further manifestation of assent, shall constitute the unconditional acceptance by the
securityholder and all others having a beneficial interest in such Trust Security of all the terms and provisions of this Declaration of Trust and the terms of the Guarantee and the Indenture, and
shall constitute the agreement of the Trust, such securityholder and such others that the terms and provisions of this Declaration of Trust shall be binding, operative and effective as to the Trust
and such securityholder and such others. 


    SECTION 10.12. Counterparts. This Declaration of Trust may contain more than one counterpart of the signature page and this Declaration
of Trust may be executed by the affixing of the signature of each of the Trustees to one of such counterpart signature pages. All of such counterpart signature pages shall be read as though one, and
they shall have the same force and effect as though all of the signers had signed a single signature page. 


    SECTION 10.13. Purchases of Trust Securities. Subject to applicable law (including, without limitation, United States federal
securities law), the Depositor or its subsidiaries or Affiliates may at any time and from time to time purchase outstanding Preferred Securities by tender, in the open market or by private agreement. 


44





 


    IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Declaration of Trust to be duly executed as of the day and year first above written. 



	 	 	BOISE CASCADE CORPORATION,

as Depositor
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
BNY WESTERN TRUST COMPANY,

as Property Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	
THE BANK OF NEW YORK (DELAWARE),

as Delaware Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

[                                        ],


as Administrative Trustee
	

 	
 	

[                                        ],


as Administrative Trustee




45






  



EXHIBIT A  


 
  CERTIFICATE OF TRUST
  OF
  BOISE CASCADE TRUST I    
  



    THIS Certificate of Trust of Boise Cascade Trust I (the "Trust") is being duly executed and filed by Wilmington Trust Company, a Delaware business
corporation, and John W. Holleran, as trustees, to form a business trust under the Delaware Business Trust Act (12 DEL. C. Section 3801 ET SEQ.). 


    1.  NAME.  The name of the business trust formed hereby is Boise Cascade Trust I. 


    2.  DELAWARE TRUSTEE.  The name and business address of the trustee of the Trust in the state of Delaware
is Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890. 


    3.  EFFECTIVE DATE.  This Certificate of Trust shall be effective upon filing. 


    IN
WITNESS WHEREOF, the undersigned, being all of the initial trustees of the Trust, have executed this Certificate. 



	 	 	WILMINGTON TRUST COMPANY
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

Title:
	

 	
 	

 Name: John W. Holleran






46






  



EXHIBIT B  


 
  FORM OF CERTIFICATE
  DEPOSITARY AGREEMENT    
  


47






  



EXHIBIT C  


 
 

THIS CERTIFICATE IS NOT TRANSFERABLE    
  



	Certificate Number	 	Number of Common Securities
	

	
 	






Certificate
Evidencing Common Securities

of

Boise Cascade Trust I 


Common Securities
  (liquidation amount $50 per Common Security) 


    Boise
Cascade Trust I, a statutory business trust formed under the laws of the state of Delaware (the "Trust"), hereby certifies that Boise Cascade Corporation (the "Holder") is the
registered owner of            common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). In accordance with
Section 5.10 of the Declaration of Trust (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Declaration of Trust of the Trust dated as of            , 2001, as the same may be amended from time to time (the "Declaration of Trust") including the designation of the terms of the
Common
Securities as set forth therein. [The Holder is entitled to the benefits of the Common Securities Guarantee Agreement entered into by the Holder and            , as Guarantee
Trustee, dated as of            , 2001 (the "Guarantee"), to the extent provided therein.] The Trust will furnish a copy of the Declaration of Trust and the Guarantee to the Holder
without charge upon written request to the Trust at its principal place of business or registered office. 


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


    IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this      day of            , 2001. 



	 	 	BOISE CASCADE TRUST I
	

 	
 	

By:	

  

	 	 	 	Name:

As Administrative Trustee




48





 
 
 

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION    
  



    This is one of the Common Securities referred to in the within-mentioned Declaration of Trust. 


Dated:            ,
2001. 



	 	 	[	],
	 	 	
 as Administrative Trustee
	

 	
 	

By:	

  
 Authorized Signatory




49






   EXHIBIT D  


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


    UNLESS
THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (55 WATER STREET, NEW YORK), TO BOISE CASCADE TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR 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 A PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 


50





 


	Certificate Number	 	Number of Preferred Securities
	

                        	
 	

                        




CUSIP No.                           


 $                           


Certificate Evidencing Preferred Securities

of

Boise Cascade Trust I  


      % Preferred Securities

(liquidation amount $50 per Preferred Security) 


    Boise
Cascade Trust I, a statutory business trust formed under the laws of the state of Delaware (the "Trust"), hereby certifies that                  (the "Holder")
is the
registered owner of        preferred securities of the Trust representing an undivided beneficial interest in the assets of the Trust and designated the Boise Cascade Trust I
      % Preferred Securities (liquidation amount $50 per Preferred Security) (the "Preferred Securities"). The Preferred Securities are transferable on the books and records of the Trust,
in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Declaration of Trust (as defined
below). The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust of the Trust dated as of            , 2001,
as
the same may be amended from time to time (the "Declaration of Trust") including the designation of the terms of Preferred Securities as set forth therein. The Holder is entitled to the benefits of
the Guarantee Agreement entered into by Boise Cascade Corporation, a Delaware corporation, and                  , as Guarantee Trustee, dated as
of            , 2001 (the "Guarantee"), to the
extent provided therein. The Trust will furnish a copy of the Declaration of Trust and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business
or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the benefits thereunder. 



    IN
WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this       day of            , 2001. 



	 	 	BOISE CASCADE TRUST I
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Name:

An Administrative Trustee




51





 
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION  


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


Dated:            ,
2001. 



	 	 	
[                                        ],


as Property Trustee
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Authorized Signatory






52






  



 
 

ASSIGNMENT    
  


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



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

 	
 	

  
	
 	

 
	 	 	  
	 	 
	 	 	  
 (Insert address and zip code of assignee)	 	 
	

and irrevocably appoints	
 	

 
	

 	
 	

  
	
 	

 
	 	 	  
	 	 
	 	 	  
	 	 





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



	Date:	  
	 	 
	

Signature:	

  
	
 	

 
	

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

Signature Guarantee:	

  
	
 	

 





    Signatures
must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Securities Registrar, which requirements include membership or participation in
the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Securities Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended. 


53





 
[TO BE ATTACHED TO GLOBAL CERTIFICATE]  


 
  SCHEDULE A    
  



    The initial liquidation amount of this Global Certificate shall be $            . The following increases or decreases in the liquidation amount of
this
Global Certificate have been made: 



	Date Made
 
	 	Amount of

increase in

Liquidation

Amount of this

Global Certificate

including upon

exercise of over

allotment option
	 	Amount of

decrease in

Liquidation

Amount of this

Global Certificate
	 	Liquidation

Amount of this

Global Certificate

following such

decrease or

increase
	 	Signature of

authorized

officer of

Trustee or

Securities

Custodian

	  	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	

	  	 	 	 	 	 	 	 	 
	
	 	
	 	
	 	
	 	





54









QuickLinks


TABLE OF CONTENTS

BOISE CASCADE TRUST I


AMENDED AND RESTATED DECLARATION OF TRUST


CERTIFICATE OF TRUST OF BOISE CASCADE TRUST I


FORM OF CERTIFICATE DEPOSITARY AGREEMENT



THIS CERTIFICATE IS NOT TRANSFERABLE

PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION


ASSIGNMENT

SCHEDULE A