POSASR

As Filed With The Securities And Exchange Commission On January 12, 2009

Registration No. 333-147694

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 2 to

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WILMINGTON TRUST	WILMINGTON TRUST
CORPORATION	CAPITAL A
(Exact Name of Registrant as Specified in Its Charter)	(Exact Name of Registrant as Specified in Its Charter)
Delaware	Delaware
(State or Other Jurisdiction of Incorporation or Organization)	(State or Other Jurisdiction of Incorporation or Organization)
51-0328154	26-6675375
(I.R.S. Employer Identification No.)	(I.R.S. Employer Identification No.)
	Wilmington Trust Capital A
Wilmington Trust Corporation	c/o Wilmington Trust Corporation
Rodney Square North	Rodney Square North
1100 North Market Street 19890	1100 North Market Street 19890
(302) 651-1000	(302) 651-1000
(Address, Including Zip Code, and Telephone Number,	(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)	Including Area Code, of Registrant’s Principal Executive Offices)

Gerard A. Chamberlain, Esquire
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
(302) 651-1268

(Name And Address, Including Zip Code, And Telephone Number, Including Area Code, Of Agent For Service Of
Process)

Copies To:

Richard F. Langan, Jr., Esquire	Roxane F. Reardon, Esquire
Nixon Peabody LLP	Simpson Thacher & Bartlett LLP
437 Madison Avenue	425 Lexington Avenue
New York, New York 10022	New York, New York, 10017
(212) 940-3000	(212) 455-2000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Post-Effective Amendment No. 2 to the Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ  Accelerated filer o  Non-accelerated filer   o Smaller Reporting Company o 

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		maximum	maximum	Amount of
	Amount to be	offering price	aggregate	registration
Title of each class of securities to be registered	registered(1)(2)	per unit(1)(2)	offering price(1)(2)	fee(5)
Common Stock, $1.00 Par Value Per Share
Preferred Stock Purchase Rights (3)
Debt Securities
Junior Subordinated Debentures
Preferred Stock
Depositary Shares
Purchase Contracts
Units
Warrants
Rights
Wilmington Trust Corporation Guarantees of Trust Preferred Securities of Wilmington Trust Capital A (4)
Trust Preferred Securities of Wilmington Trust Capital A

(1)	Not applicable pursuant to Form S-3 General Instruction II(E). Also see footnote (5) below.
(2)	An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may be issued at indeterminate prices from time to time. Securities registered under this registration statement may be sold either separately or as units comprised of more than one type of security registered hereunder. The securities registered also include unspecified amounts and numbers of securities that may be issued upon conversion of or exchange for securities that provide for conversion or exchange or pursuant to the antidilution provisions of any such securities. Separate consideration may or may not be received for securities issuable on exercise, conversion, or exchange of other securities or that are issued in units.
(3)	Each share of common stock includes a preferred stock purchase right as described under “Description Of Common Stock.”
(4)	No separate consideration will be received for the Guarantees and, pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable in respect thereof.
(5)	In accordance with Rule 456(b) and Rule 457(r), the registrants are deferring payment of the entire registration fee.

Explanatory Note

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 of Wilmington Trust Corporation (File No. 333-147694) is being filed for the purpose of (i) adding Wilmington Trust Capital A, a statutory trust formed under the laws of the State of Delaware (the “Trust”), as an issuer and co-registrant to the Registration Statement hereunder, (ii) adding additional classes of securities to the Registration Statement as described in the accompanying prospectus pursuant to Rule 413, (iii) updating the information in Part II of the Registration Statement with respect to the addition of the Trust and the additional classes of securities referenced herein, and (iv) filing additional exhibits to the Registration Statement. This Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission.

PROSPECTUS

WILMINGTON TRUST CORPORATION

COMMON STOCK
DEBT SECURITIES
JUNIOR SUBORDINATED DEBENTURES
PREFERRED STOCK
DEPOSITARY SHARES
PURCHASE CONTRACTS
UNITS
WARRANTS
RIGHTS

WILMINGTON TRUST CAPITAL A

TRUST PREFERRED SECURITIES
fully and unconditionally guaranteed as described herein by
WILMINGTON TRUST CORPORATION

Wilmington Trust Corporation and Wilmington Trust Capital A may offer, issue, and sell any of the types of securities listed above or any combination thereof from time to time.

This prospectus provides you with a general description of certain of these securities. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in a supplement to this prospectus. Any such prospectus supplement also may add to or update information contained in this prospectus. This prospectus may not be used to offer to sell any securities unless accompanied by a prospectus supplement. You should read this prospectus and any accompanying prospectus supplement carefully before you make your investment decision.

The Company and the Trust or selling securityholders may offer and sell the securities directly to you, through agents, or through underwriters or dealers. Any agents, underwriters, or dealers used to sell the securities will be named and their compensation will be described in a prospectus supplement. The net proceeds we expect to receive from those sales will be described in the prospectus supplement.

The Company’s common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “WL.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

These securities will not be savings accounts, deposits, or other obligations of any bank or non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other governmental agency.

Investing in these securities involves risks, including the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2008, the risk factors described under the caption “Risk Factors” in this prospectus or in any applicable prospectus supplement, and/or risk factors, if any, set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as referenced on page 2 of this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 12, 2009

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		1
RISK FACTORS		1
WHERE YOU CAN FIND MORE INFORMATION		5
FORWARD-LOOKING INFORMATION		6
THE TRUST		8
RATIO OF EARNINGS TO FIXED CHARGES		9
USE OF PROCEEDS		9
DESCRIPTION OF COMMON STOCK		10
DESCRIPTION OF DEBT SECURITIES		14
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES		20
DESCRIPTION OF TRUST PREFERRED SECURITIES		28
DESCRIPTION OF GUARANTEE		36
RELATIONSHIP AMONG TRUST PREFERRED SECURITIES, JUNIOR SUBORDINATED DEBENTURES, AND GUARANTEE		38
DESCRIPTION OF OTHER SECURITIES		40
BOOK-ENTRY ISSUANCE		40
PLAN OF DISTRIBUTION		43
LEGAL MATTERS		47
EXPERTS		47

In this prospectus, “we,” “us,” “our,” “Wilmington Trust,” and the “Company” refer to Wilmington Trust Corporation and its subsidiaries, and “Trust” refers to Wilmington Trust Capital A, unless specified otherwise or unless the context requires otherwise.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that Wilmington Trust and the Trust filed with the SEC using a “shelf” registration process. Under this shelf process, Wilmington Trust and the Trust may offer and sell any combination of the securities described in this prospectus in one or more offerings from time to time. This prospectus provides you with a general description of certain securities we may offer.

Each time we offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may include a discussion of any risk factors or other special considerations that apply to those securities. The prospectus supplement also may add to, update, or change information contained in this prospectus and, accordingly, to the extent inconsistent, the information in this prospectus will be superseded by the information in that prospectus supplement. You should read this prospectus, the applicable prospectus supplement, and the additional information incorporated by reference into this prospectus described below under “Where You Can Find More Information” before making an investment in our securities.

The prospectus supplement will describe: the terms of the securities offered, any initial public offering price, the price paid to us for the securities, the net proceeds to us, the manner of distribution, a description of the securities, if applicable, and any underwriting compensation and the other specific material terms related to the offering of the securities. The prospectus supplement also may contain information about material U.S. federal income tax considerations relating to the securities where applicable. For more detail on the terms of the securities, you should read the exhibits filed with or incorporated by reference into our registration statement of which this prospectus forms a part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed with the SEC, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the caption “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. Neither we have nor the Trust have authorized anyone else to provide you with different information. If anyone provides you with different information, you should not rely on it. These securities are not being offered in any jurisdiction in which the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement, or any documents incorporated by reference herein or therein, is accurate only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations, and prospects may have changed since that date.

RISK FACTORS

An investment in our securities is subject to risk. Our business, financial condition, and results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described below and elsewhere in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein.

Before you decide to invest in our securities, you should consider the risk factors below as well as the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), or 15(d) of the Exchange Act before making an investment decision. Please refer to “Where You Can Find More Information” in this prospectus for discussions of these other filings.

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We are subject to certain principal interest rate and credit risks associated with commercial and consumer lending.

A certain degree of credit risk is inherent in the various lending activities of our two depository institutions, Wilmington Trust Company (“WTC”) and Wilmington Trust FSB (together with WTC, the “Banks”). The Banks offer fixed and adjustable interest rates on loans, with terms of up to 30 years. Adjustable rate mortgage (“ARM”) loans increase the responsiveness of the Banks’ loan portfolios to changes in market interest rates. However, ARM loans generally carry lower initial interest rates than fixed-rate loans. Accordingly, they may be less profitable than fixed-rate loans during the initial interest rate period. In addition, since they are more responsive to changes in market interest rates than fixed-rate loans, ARM loans can increase the possibility of delinquencies in periods of high interest rates.

The Banks also originate loans secured by mortgages on commercial real estate and multi-family residential real estate. At September 30, 2008, the Banks’ commercial real estate portfolio totaled $1.8 billion, or 18.8% of total loans. Since these loans usually are larger than one-to-four family residential mortgage loans, they generally involve greater risks than one-to-four family residential mortgage loans. In addition, since customers’ ability to repay those loans often is dependent on operating and managing those properties successfully, adverse conditions in the real estate market or the economy generally can impact repayment of these loans more severely than loans secured by one-to-four family residential properties. Moreover, the commercial real estate business is subject to downturns, overbuilding, and local economic conditions.

The Banks also make construction loans for residences and commercial buildings, as well as on unimproved property. At September 30, 2008, the Banks’ commercial real estate-construction loan portfolio totaled $1.9 billion, or 19.9% of total loans. While these loans receive higher yields than those obtainable on permanent residential mortgage loans, the higher yields correspond to the higher risks associated with construction lending. Those include risks associated with the type of property securing the loan, including that the properties are not currently generating income. Accordingly, consistent with industry practice, the Banks sometimes fund the interest on a construction loan by including the interest as part of the total loan, further increasing the indebtedness secured by the property. Moreover, construction lending often involves disbursing substantial funds with repayment dependent largely on the success of the ultimate project instead of the borrower’s or guarantor’s ability to repay. Again, adverse conditions in the real estate market or the economy generally can impact repayment of construction loans more severely than loans secured by one-to-four family residential properties.

At September 30, 2008, the Banks’ consumer loan portfolio totaled $1.8 billion, or 18.6% of total loans. Consumer loans potentially have a greater risk than residential mortgage loans, particularly in the case of loans that are unsecured. Repayment of consumer loans is dependent on the borrower’s ongoing financial stability, and thus is more likely to be affected adversely by job loss, illness, or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on those loans. During periods of economic slowdown, we may experience higher levels of past due amounts, which could result in higher levels of allowances for loan losses. We also face the risk that, to the extent a loan is collateralized, collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance.

In the event of worsening economic conditions or deterioration in commercial and real estate markets, such as the current conditions, we would expect and have experienced increased non-performing assets, credit losses, and provisions for loan losses. Please refer to our Current Report on Form 8-K filed with the SEC on January 7, 2009 and “Commercial Lending,” “Construction Lending,” “Consumer Lending,” and “Residential Mortgage Lending” in our Management’s Discussion and Analysis in our Annual Report to Shareholders for 2007 for discussions of our credit risk.

Our investment securities portfolio is subject to credit risk, market risk, and illiquidity.

Our investment securities portfolio has risks beyond our control that can significantly influence the fair value of the securities it contains. These factors include, but are not limited to, rating agency downgrades of the securities, defaults of the issuers of the securities, lack of market pricing of the securities, and continued instability in the credit markets. The current lack of market activity and the illiquidity of the securities have, in certain circumstances, required us to base our fair market valuation on unobservable inputs. Any change in current accounting principles or interpretations of these principles could impact our assessment of fair value and thus our determination of other-than-temporary impairment. In November 2008, Moody’s Investor Services downgraded the ratings of a number of securities held in our investment portfolio, which increases the potential for these securities to become

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other-than-temporarily impaired. Such a determination would require the Company to record a non-cash, other-than-temporary impairment charge in an amount that reflects any decrease in valuations.

We are subject to liquidity risks.

Market conditions, including a diminished ability to access the capital markets or other events, could negatively affect the level or cost of liquidity available to us, which would affect our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, and fund asset growth and new business transactions at a reasonable cost, in a timely manner, and without adverse consequences. Core deposits are our primary source of funding. At September 30, 2008, our total loans relative to core deposits was 173%. Because our consumer banking and core deposit-gathering activities remain focused in Delaware, while our commercial banking activities have expanded throughout the mid-Atlantic region, we are dependent on non-core funding sources to augment our core deposits. A significant decrease in our core deposits, an inability to obtain alternative funding to our core deposits, or a substantial, unexpected, or prolonged change in the level or cost of liquidity could have a negative effect on our business and financial condition. Please refer to “Liquidity and Funding” in our Management’s Discussion and Analysis in our Annual Report to Shareholders for 2007 and in our Form 10-Q for the third quarter of 2008 for a discussion of our liquidity risk.

We and/or the holders of our securities could be adversely affected by unfavorable rating actions from rating agencies.

Our ability to access the capital markets is important to our overall funding profile. This access is affected by the ratings assigned by rating agencies to us, certain of our affiliates, and particular classes of securities that we and our affiliates issue. The interest rates that we pay on our securities are also influenced by, among other things, the credit ratings that we, our affiliates, and/or our securities receive from recognized rating agencies. On September 3, 2008, Standard & Poor’s confirmed its rating of us and WTC, but lowered its outlook for us to negative from stable because of concerns over our real estate construction portfolio and declining capital ratios. Standard & Poor’s reaffirmed these actions on December 30, 2008. On December 8, 2008, Moody’s Investors Service issued a press release that indicated that it had placed our ratings and those of WTC on review for possible downgrade. The rating agency said that its review will focus on our ability to generate tangible capital in the near- to intermediate-term, reliance on brokered CDs, loan loss provisioning needs, and capital management.

A sustained weakness or weakening in business and economic conditions generally or specifically in the principal markets in which we do business could affect our business and operating results adversely.

Our business could be affected adversely to the extent that weaknesses in business and economic conditions have direct or indirect impacts on us or on our customers and counterparties. These conditions could lead, for example, to one or more of the following:

• a decrease in the demand for loans and other products and services we offer;

• a decrease in customer savings generally and in the demand for savings and investment products we offer; or

• an increase in the number of customers and counterparties who become delinquent, file for protection under bankruptcy laws, or default on their loans and other obligations to us. An increase in the number of delinquencies, bankruptcies, or defaults could result in a higher level of nonperforming assets, net charge-offs, and provisions for loan losses.

Although many of our businesses are national in scope, our retail and commercial banking business is concentrated in Delaware, Pennsylvania, Maryland, and New Jersey, and thus that business is particularly vulnerable to adverse changes in economic conditions in these regions.

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There can be no assurance that recently enacted legislation will help stabilize the U.S. financial system.

The Emergency Economic Stabilization Act of 2008, or the EESA, was recently enacted in response to the financial crises affecting the banking system and financial markets and the questionable ability of certain investment banks and other financial institutions to continue as a going concern. Pursuant to EESA, the United States Department of the Treasury (the “Treasury”) has the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities, and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets. The Treasury announced a Capital Purchase Program (the “CPP”) under EESA pursuant to which it has purchased and will continue to purchase senior preferred stock in participating financial institutions. On December 12, 2008, pursuant to a Letter Agreement and a Securities Purchase Agreement (the “Purchase Agreement”) with the Treasury, we issued to the Treasury $330,000,000 aggregate liquidation amount of our Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00, and a warrant for the purchase of up to 1,856,714 shares of our common stock.

There can be no assurance, however, as to the actual impact that EESA, including the CPP and the Treasury’s Troubled Asset Repurchase Program (“TARP”), will have on the financial markets or on us. The failure of these programs to help stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit, or the trading price of our securities.

The failure of other financial institutions could adversely affect us.

Our ability to engage in funding transactions could be adversely affected by the actions and failure of other financial institutions. Financial institutions are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to many different industries and counterparties, and routinely execute transactions with counterparts in the financial services industry, including brokers and dealers, commercial banks, investment banks, insurers, mutual and hedge funds, and other institutional clients. As a result, defaults by, or even questions or rumors about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or other institutions. Many of these transactions expose us to credit risk in the event of a default by our counterparty or client. In addition, our credit risk may be exacerbated when collateral we hold cannot be relied upon or is liquidated at prices not sufficient to recover the full amount of our exposure. Any such losses could materially and adversely affect our results of operations.

Current levels of market volatility are unprecedented.

The capital and credit markets have been experiencing volatility and disruption for over a year. Recently, this volatility and disruption have reached unprecedented levels, and in many cases have produced downward pressure on stock prices and credit availability for certain issuers without regard to the underlying financial strength of those issuers. If current levels of market disruption and volatility continue or worsen, there can be no assurance that those conditions will not have a material adverse effect on our business, financial condition, and results of operations.

Our financial condition and results of operations could be adversely affected by previous or future acquisitions.

We have acquired companies and business units in the past, and may from time make additional acquisitions in the future. The acquisition of other entities or business units presents many risks including, but not limited to, unknown or contingent liabilities not fully discovered in the due diligence process, the inability to integrate personnel and operating systems efficiently and cost-effectively, loss of customers, and the continuing profitability of the acquired entity or business unit. A portion of the purchase price for our acquisitions is normally allocated to goodwill. If there is deterioration in the value of the acquired entity or business unit, we may be required to record a goodwill impairment that could affect our net income and stockholders’ equity adversely.

We face increasing competition for deposits, loans, and assets under management.

We compete for deposits, loans, and assets under management. Many of our competitors are larger and have greater financial resources and larger lending limits than us. These disparities have been accelerated with increasing consolidation in the financial services industry. Savings banks, savings and loan associations, and commercial banks

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located in the Banks’ principal market areas historically have provided the most direct competition for deposits.

Dealers in government securities, deposit brokers, and credit card, direct, and internet-based financial institutions outside of the Banks’ principal market areas also provide competition for deposits. Savings banks, savings and loan associations, commercial banks, mortgage banking companies, insurance companies, and other institutional lenders provide the principal competition for loans. This competition can increase the rates the Banks pay to attract deposits and reduce the interest rates they can charge on loans, and impact the Banks’ ability to retain existing customers and attract new customers.

Banks, trust companies, investment advisers, mutual fund companies, multi-family offices, and insurance companies provide our principal competition for trust and asset management business.

Our ability to compete for business depends in part on our ability to develop and market new and innovative products and services, and to adopt or develop new technologies that differentiate our products and services or provide cost efficiencies. Rapid technological change in the financial services industry, together with competitive pressures, require us to make ongoing investments to bring new products and services to market in a timely fashion and at competitive prices. If we fail to develop and market new and innovative products and services, or fail to adopt or develop new technologies, our business could be affected negatively.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports and other information with the SEC. These reports and other information can be read and copied upon payment of a duplication fee at the SEC’s Public Reference Room located at Station Place, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room in Washington D.C. and other locations. The SEC maintains a website (http://www.sec.gov) that contains reports and other information regarding companies that file with the SEC electronically, including us. These reports and other information also can be read at the offices of the NYSE, 20 Broad Street, New York, New York 10005 or through our website (http://www.wilmingtontrust.com). Information on our website is not incorporated into this prospectus or our other SEC filings and is not a part of this prospectus or those filings.

The SEC allows us to “incorporate by reference” the information we file with the SEC. This permits us to disclose important information to you by referencing those filed documents. Any statement contained or incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any document filed subsequently that also is incorporated by reference herein, modifies or supersedes that earlier statement. Any statement so modified or superseded is not deemed to constitute a part of this prospectus, except as so modified or superseded.

The following documents have been filed by Wilmington Trust (File No. 001-14659) with the SEC and are incorporated by reference into this prospectus (excluding any portions of those documents that have been “furnished” but not “filed” for purposes of the Exchange Act):

• Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (which we filed with the SEC on February 29, 2008);

• The sections of our Annual Report to Shareholders for 2007, which we filed as Exhibit 13 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (which we filed with the SEC on February 29, 2008), entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Audited Consolidated Financial Statements,” “Notes to Consolidated Financial Statements,” “Reports of Independent Registered Public Accounting Firm,” and “Stockholder Information,” to the extent required to be disclosed on Form 10-K and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2007;

• The information required by Part III of Form 10-K contained in our Definitive Proxy Statement on Schedule 14A (which we filed with the SEC on February 29, 2008) on pages 1, 3-6, and 9-30 thereof;

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• Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008 (which we filed with the SEC on May 12, 2008), for the quarter ended June 30, 2008 (which we filed with the SEC on August 11, 2008), and for the quarter ended September 30, 2008 (which we filed with the SEC on November 10, 2008);

• Forms 8-K we filed with the SEC on January 31, 2008, February 19, 2008, March 25, 2008, April 1, 2008, April 18, 2008, June 24, 2008, June 25, 2008, July 18, 2008, September 11, 2008, September 22, 2008, October 17, 2008, October 20, 2008, November 17, 2008, December 16, 2008, and January 7, 2009; and

• The description of our preferred stock purchase rights contained in our Registration Statement on Form 8-A/A (which we filed with the SEC on December 22, 2004), File No. 001-14695.

All documents we file pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this prospectus and before all of the securities offered by this prospectus are sold are incorporated by reference into this prospectus from the date of the filing of the documents, except for information “furnished” under Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the SEC, which is not deemed filed and not incorporated by reference herein. Information that we file with the SEC will automatically update and may replace information in this prospectus and information filed with the SEC previously.

We will provide without charge to each person to whom this prospectus is delivered a copy of any or all of the foregoing documents, and any other documents that are incorporated herein by reference (other than exhibits, unless those exhibits are specifically incorporated by reference into those documents) upon written or oral request. Requests for those documents should be directed to our principal executive office, located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, (302) 651-1000, Attention: Gerard A. Chamberlain.

No separate financial statements of the Trust are included in this prospectus. Wilmington Trust and the Trust do not consider that such financial statements would be material to holders of trust preferred securities because the Trust is a special purpose entity, has no operating history or independent operations and is not engaged in, and does not propose to engage in, any activity other than holding as trust assets the corresponding junior subordinated debentures of Wilmington Trust and issuing the trust securities. Furthermore, taken together, Wilmington Trust’s obligations under the junior subordinated debentures, the Junior Subordinated Indenture pursuant to which the junior subordinated debentures would be issued, the related trust agreement, and the related guarantee provide, in the aggregate, a full, irrevocable, and unconditional guarantee of payments of distributions and other amounts due on the related trust preferred securities of the Trust. For a more detailed discussion, see “The Trust,” “Description of Junior Subordinated Debentures—Corresponding Junior Subordinated Debentures,” “Description of Trust Preferred Securities,” and “Description of Guarantee.” In addition, we do not expect that the Trust will be filing reports with the SEC under the Exchange Act.

FORWARD-LOOKING INFORMATION

This prospectus, any prospectus supplement, and any other documents included or incorporated by reference into this prospectus may contain statements that may be deemed to be “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21B of the Exchange Act. In addition, we may make other written and oral communications that contain those statements from time to time. Forward-looking statements include statements regarding industry trends and our future expectations and other matters that do not relate strictly to historical facts and are based on certain assumptions by our management. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “should,” “estimate,” “continue,” and similar expressions or variations. These statements are based on our management’s knowledge and belief as of the date of this prospectus and include information concerning our possible or assumed future financial condition and our results of operations, business, and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, many beyond our ability to control or predict, could cause future results to differ, even materially, from those contemplated by these forward-looking statements. These factors include (1) changes in national or regional economic conditions, (2) changes in interest rates, (3) fluctuations in the equity and fixed-income markets, (4) significant changes in banking laws or regulations, (5) increased competition in our markets, (6) higher-than-expected credit losses, (7) the

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effect of acquisitions and integration of acquired businesses, (8) unanticipated changes in regulatory, judicial, or legislative tax treatment of business transactions, (9) changes in accounting policies, procedures, or guidelines that may be required by the Financial Accounting Standards Board or regulatory agencies, (10) economic uncertainty created by increasing unrest in other parts of the world, and (11) new litigation or developments in existing litigation. Weakness or a decline in capital or consumer spending could affect our performance adversely in a number of ways, including decreased demand for our products and services and increased credit losses. Likewise, changes in deposit levels or changes in deposit interest rates, among other things, could slow our growth or put pressure on current deposit levels. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, the risks described under the caption “Risk Factors” in any applicable prospectus supplement, and any risk set forth in our other filings with the SEC that are incorporated by reference into this prospectus or any applicable prospectus supplement. You should consider those factors carefully before investing in our securities. Those forward-looking statements speak only as of the date they are made and, except for our ongoing obligations under the U.S. federal securities laws, we undertake no obligation to update any forward-looking statements publicly, whether as a result of new information, future events, or otherwise.

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THE TRUST

The Trust is a statutory trust formed under Delaware law pursuant to a trust agreement signed by Wilmington Trust, as sponsor of the Trust, the Delaware Trustee, and the Administrators (each as defined below), and the filing of a certificate of trust with the Delaware Secretary of State. The trust agreement of the Trust will be amended and restated in its entirety (as so amended and restated, the “Trust Agreement”) prior to the issuance of trust preferred securities by the Trust. The Trust Agreement will be qualified as an indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

The Trust exists for the exclusive purposes of:

• issuing the trust preferred securities and common securities representing undivided beneficial interests in the assets of the Trust;

• investing the gross proceeds of the trust preferred securities and the common securities (together, the “trust securities”) in junior subordinated debentures issued by Wilmington Trust; and

• engaging in only those activities necessary or incidental thereto.

All of the common securities will be directly or indirectly owned by Wilmington Trust. The common securities of the Trust will rank equally, and payments will be made pro rata, with the trust preferred securities, except that upon an event of default under the Trust Agreement resulting from an event of default under the Junior Subordinated Indenture, the rights of the holders of the common securities to payment in respect of distributions and payments upon liquidation, redemption, and otherwise will be subordinated to the rights of the holders of the trust preferred securities.

The Trust’s business and affairs will be conducted by its trustees and administrators, each appointed by Wilmington Trust as holder of the common securities. The trustees of the Trust will be Wells Fargo Bank, National Association, a national banking association, as the property trustee (the “Property Trustee”), and Wells Fargo Delaware Trust Company, as the Delaware trustee (the “Delaware Trustee”). In addition, two individuals who are employees or officers of, or affiliated with, Wilmington Trust will serve as administrators of the Trust. The Property Trustee will act as sole trustee under the Trust Agreement for purposes of compliance with the Trust Indenture Act. Wells Fargo Bank, National Association also will act as trustee under the guarantee of the trust preferred securities and the Junior Subordinated Indenture. See “Description of Guarantee” and “Description of Junior Subordinated Debentures.”

The holder of the common securities of the Trust, or the holders of a majority in liquidation amount of the Trust’s trust preferred securities if an event of default under the Trust Agreement has occurred and is continuing, will be entitled to appoint, remove, or replace the Property Trustee and/or the Delaware Trustee. The right to vote to appoint, remove, or replace the Administrators is vested exclusively in the holders of the common securities.

Wilmington Trust will pay all fees and expenses related to the trust and the offering of trust securities.

The principal executive office of the trust is c/o Wilmington Trust Corporation, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, telephone number (302) 651-1000.

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RATIO OF EARNINGS TO FIXED CHARGES AND PREFERENCE DIVIDENDS

Our ratio of earnings to fixed charges and preference dividends for each of the periods indicated is as follows:

	Nine Months
	Ended		Year Ended December 31,
	September30, 2008		2007		2006		2005		2004		2003
Ratio of earnings to fixed charges
Excluding interest on deposits		2.2		3.8		3.6		5.3		7.0		7.5
Including interest on deposits		1.4		1.8		1.7		2.4		3.2		3.2

These ratios pertain to Wilmington Trust and its subsidiaries. For purposes of calculating the ratio of earnings to fixed charges, earnings consist of pretax income less equity in earnings of unconsolidated affiliates plus fixed charges and distributed earnings of unconsolidated affiliates. Fixed charges include gross interest expense, amortization of deferred financing expenses, and an amount equivalent to interest included in rental charges. As of September 30, 2008, we had no shares of preferred stock outstanding and did not pay dividends on preferred stock in any of the periods presented.

USE OF PROCEEDS

Unless otherwise indicated in the applicable prospectus supplement, we intend to use the net proceeds of any securities sold for general corporate purposes.

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DESCRIPTION OF COMMON STOCK

The following description of common stock is a summary that is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference into this prospectus or the accompanying prospectus supplement. Because this is a summary, it may not contain all of the information that is important to you. For more detailed information, please see our Restated Certificate of Incorporation and Bylaws, which have been filed in their entirety with the SEC. Please refer to the section entitled “Where You Can Find More Information,” starting on page 1 above.

General

We are authorized to issue 150,000,000 shares of our common stock, par value $1.00 per share, and 1,000,000 shares of our preferred stock, par value $1.00 per share. As of December 31, 2008, 69,115,857 shares of our common stock were issued and outstanding and 4,131,396 shares of our common stock were issuable upon the exercise of outstanding stock options and warrants.

The rights of holders of our common stock are governed by Delaware’s General Corporation Law and banking law, our Certificate of Incorporation and Bylaws, and the applicable regulations of the Federal Reserve Board. Each share of our common stock has the same relative rights as, and is identical in all respects to, each other share of our common stock. Our shares of common stock are entitled to one vote per share, and are traded on the New York Stock Exchange under the symbol “WL.”

Voting

Until shares of our preferred stock are issued, if ever, the holders of our common stock will possess all rights, including exclusive voting rights, pertaining to our capital stock, except as otherwise required by law. Shares of our common stock do not have cumulative voting rights. Stockholders may not approve any action by written consent without a meeting of the stockholders.

Dividend Rights

The holders of outstanding shares of our common stock are entitled to receive dividends when, as, and if declared by our Board of Directors, in their discretion, out of funds legally available therefor.

Liquidation Rights

In the event of any liquidation, dissolution, or winding up, the holders of shares of our common stock will be entitled to receive all of our remaining assets, after payment of all of our debts and liabilities (including $250 million aggregate principal amount of our outstanding 4.875% Subordinated Notes due 2013 and $200 million aggregate principal amount of our outstanding 8.50% Subordinated Notes due 2018) and subject to the rights, if any, of holders of shares of our preferred stock, if any.

Preemptive Rights; Redemption

Our stockholders are not entitled to preemptive rights with respect to any shares of capital stock we issue. Our common stock is not subject to call or redemption.

Board of Directors; Classification of the Board

Our Certificate of Incorporation provides that our Board (other than directors elected by holders of any series of our preferred stock) consists of not less than one nor more than 25 directors, with the number of directors fixed from time to time by resolution passed by our Board, and that our directors (other than directors elected by the holders of any series of our preferred stock) are divided into three classes, as nearly equal in number as possible, with each class of directors serving for successive three-year terms so that each year the term of only one class of directors expires.

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Limitation of Liability of Directors

Our directors are not personally liable to us or our stockholders for monetary damages for breach of fiduciary duty, except to the extent that such exemption from liability is not permitted by Delaware law. Delaware law prohibits an exemption or limitation of a director’s liability in cases involving a director’s breach of the duty of loyalty, acts or omissions not in good faith, intentional misconduct, knowing violations of law, improper personal benefits, or improper dividends or distributions. We will indemnify and hold harmless, to the fullest extent permitted by applicable law, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, or proceeding by reason of the fact that he or she is or was our director or is or was serving at our request as a director of another entity.

Certain Provisions Affecting Changes in Control

Our Certificate of Incorporation provides that, in addition to any other vote required by law, a “business combination” requires the affirmative vote of the holders of at least 75% of the combined voting power of the then outstanding shares of our voting stock, voting together as a single class, unless there are one or more continuing directors then in office and that business combination has been approved by our Board (including the affirmative vote of at least a majority of the continuing directors then in office), in which case that business combination only requires such vote as is required by law or by other provisions of our Certificate. Certain transactions encompassed by the term “business combination,” such as certain issuances of stock or certain sales of assets, would not require a vote of stockholders under Delaware’s General Corporation Law, while certain other transactions, such as a reclassification of capital stock, would require an affirmative vote of a majority of the outstanding shares of capital stock entitled to vote thereon. This provision could have the effect of giving a minority of our stockholders the ability to preclude the consummation of certain business combinations when a majority of our stockholders believe that such a business combination is desirable or beneficial.

For purposes of this provision, a “business combination” includes:

• any merger or consolidation of us or any of our subsidiaries with or into (a) any related person or (b) any other corporation (whether or not itself a related person) that, after that merger or consolidation, would be an affiliate or associate of a related person;

• any sale, lease, exchange, mortgage, pledge, transfer, or other disposition (in one transaction or a series of related transactions) to or with any related person of any assets of us or any subsidiary of ours, having an aggregate fair market value of $1,000,000 or more;

• the issuance or transfer by us or any of our subsidiaries (in one or more related transactions, and other than by way of pro rata distribution to all stockholders or a reclassification, dividend, or subdivision of such securities, and other than in connection with the exercise or conversion of securities exercisable for or convertible into our securities, or securities of one of our subsidiaries, that have been distributed pro rata to stockholders) of any of our securities or the securities of any of our subsidiaries to any related person in exchange for cash, securities, or other property (or a combination thereof) having an aggregate fair market value of $1,000,000 or more;

• the adoption of any plan or proposal proposed by or on behalf of a related person for our liquidation or dissolution; or

• any reclassification of our securities, recapitalization of us, any merger or consolidation of us with or into any of our subsidiaries, or any similar transaction that has the effect, directly or indirectly, of increasing by more than one percent the proportion of outstanding shares of any class of equity or convertible securities of us or any of our subsidiaries that are directly or indirectly owned by any related person.

For purposes of this provision, a “related person” is, other than us, any of our subsidiaries, any employee benefit plan or stock plan of us or any of our subsidiaries, or any person or entity organized, appointed, established, or holding voting stock for or pursuant to the terms of such plan:

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• any individual, corporation, partnership, or other entity, or any group of two or more of the foregoing that act together or have agreed to act together and which, together with its or their affiliates and associates, beneficially owns, directly or indirectly, in the aggregate, 10% or more of the combined voting power of the then-outstanding shares of our voting stock, as well as any affiliate or associate of such individual, corporation, partnership, or other entity;

• an affiliate of us which at any time within two years prior thereto beneficially owned, directly or indirectly, 10% or more of the combined voting power of the outstanding shares of our voting stock; or

• an assignee of or successor to any shares of our capital stock that were at any time within two years prior thereto beneficially owned by any related person.

Stockholder Rights Plan

On December 16, 2004, our Board approved an amended and restated rights plan. The rights plan is for a ten-year term and entitles registered holders of our common stock, on the conditions summarized below, to purchase from us one one-thousandth of a share of our preferred stock at a price of $128.00 per one one-thousandth of a share.

Under the rights plan, until the earlier of (1) 10 days after a public announcement that a person or group of affiliated or associated persons has acquired 15% or greater of our common stock or (2) 10 business days following the commencement of, or announcement of an intention to make, a tender offer that would result in that person or group owning 15% or greater of our common stock, in either case an acquiring person, the rights will be evidenced by our common stock certificate, together with a copy of the summary of rights, and will automatically trade with the common stock and not be exercisable. Upon that date (the “Distribution Date”), separate certificates evidencing the rights will be distributed to the holders of record of our common stock as of the Distribution Date, and each right will entitle its holder to purchase participating preferred stock for an exercise price of $128.00 per one one-thousandth of a share. The purchase price payable, and the number of shares of preferred stock or other securities or property issuable, upon exercise of the rights is subject to antidilution adjustments in the case of stock dividends, stock splits, the grant of rights or warrants to subscribe for or purchase preferred stock at a price less than the then-current market price of the preferred stock, or upon the distribution to preferred stockholders of evidences of indebtedness or assets or of subscription rights or warrants.

Shares of preferred stock purchasable upon exercise of the rights will not be redeemable. Each share of preferred stock will be entitled, when, as, and if declared, to a minimum preferential quarterly dividend payment of the greater of (1) $10 per share or (2) an amount equal to 1,000 times the dividend declared per share of common stock. In the event of our liquidation, dissolution, or winding up, the holders of the preferred stock purchasable upon exercise of the rights will be entitled to a minimum preferential payment of the greater of (1) $1,000 per share (plus any accrued but unpaid dividends) and (2) an amount equal to 1,000 times the payment made per share of common stock. Each share of preferred stock will have 1,000 votes, voting together with the common stock. In the event of any merger, consolidation, or other transaction in which outstanding shares of common stock are converted or exchanged, each share of preferred stock will be entitled to receive 1,000 times the amount received per share of common stock. These rights are protected by customary antidilution provisions.

If any person or group of affiliated or associated persons becomes an acquiring person, each holder of a right, other than rights beneficially owned by the acquiring person (which will thereupon become void), will have the right thereafter to receive, upon exercise of a right at the then-current exercise price of the right, that number of shares of common stock having a market value equal to two times the exercise price of the right.

If, after a person or group of affiliated or associated persons becomes an acquiring person, we are acquired in a merger or other business combination transaction or 50% or more of our consolidated assets or earning power are sold, proper provisions will be made so that each holder of a right (other than rights beneficially owned by an acquiring person, which will have become void) will thereafter have the right to receive, upon the exercise of a right, that number of shares of common stock of the person with whom we have engaged in the foregoing transaction (or its parent) that at the time of that transaction has a market value of two times the exercise price of the right.

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At any time after any person or group of affiliated or associated persons becomes an acquiring person and before the acquisition by that acquiring person of 50% or more of the outstanding shares of our common stock, our Board may exchange the rights (other than rights owned by that acquiring person, which will have become void), in whole or in part, for shares of common stock or preferred stock (or a series of our preferred stock having equivalent rights, preferences, and privileges), at an exchange ratio of one share of common stock, or a fractional share of preferred stock (or other preferred stock), equivalent in value thereto, per right.

At any time prior to the time that any person or group of affiliated or associated persons becomes an acquiring person, our Board may redeem the rights in whole, but not in part, at a price of $.01 per right, payable, at our option, in cash, shares of common stock, or such other form of consideration as our Board may determine. The redemption of the rights may be made effective at the time, on the basis, and with the conditions our Board may establish in its sole discretion. Immediately upon any redemption of the rights, the right to exercise the rights will terminate and the only right of the holders of the rights will be to receive the redemption price.

For so long as the rights are then redeemable, we may, except with respect to the redemption price, amend the rights plan in any manner.

Until a right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of us, including the right to vote or to receive dividends.

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DESCRIPTION OF DEBT SECURITIES

The debt securities we may issue will constitute either senior debt securities (“Senior Securities”) or subordinated debt securities (“Subordinated Securities”). For the avoidance of doubt, any junior subordinated debentures we issue pursuant to this prospectus will not constitute debt securities for purposes of this discussion. The Senior Securities will be issued under an indenture (the “Senior Indenture”) between us and the trustee under that indenture. The Subordinated Securities will be issued under an Indenture (the “Subordinated Indenture”) between us and the trustee under that indenture. The trustees under the Senior Indenture and the Subordinated Indenture are referred to herein, as applicable, as the “Trustee.” The Senior Indenture and the Subordinated Indenture are individually referred to herein as an “Indenture” and collectively referred to herein as the “Indentures.” The statements under this caption are brief summaries of certain provisions contained in the Indentures, do not purport to be complete, and are qualified in their entirety by reference to the applicable Indenture, a copy of which has been filed with the SEC. Whenever defined terms are used but not defined herein, those terms have the meanings ascribed to them in the applicable Indenture, which meanings are incorporated by reference herein.

The following description of the terms of the securities sets forth certain general terms and provisions of the securities to which any prospectus supplement may relate. The particular terms of any securities and the extent, if any, to which those general provisions may apply to those securities will be described in the prospectus supplement relating to those securities.

Neither of the Indentures limits the aggregate principal amount of securities that may be issued thereunder, and each Indenture provides that securities of any series may be issued thereunder up to the aggregate principal amount that we may authorize from time to time. Neither the Indentures nor the securities issued thereunder will limit or otherwise restrict the amount of other indebtedness we may incur or the other securities we or any of our subsidiaries may issue.

Because we are a holding company, our rights and the rights of our creditors, including the holders of the securities offered hereby, to participate in the assets of any of our affiliates upon the latter’s liquidation or reorganization, will be subject to the prior claims of that affiliate’s creditors, except to the extent that we ourselves may be a creditor with recognized claims against that affiliate.

Reference is made to the applicable prospectus supplement for any series of debt securities for a description of the following terms:

• the title of those debt securities;

• the limit, if any, on the aggregate principal amount or aggregate initial public offering price of those debt securities;

• the priority of payment of those debt securities;

• the price or prices at which the debt securities will be issued (which may be expressed as a percentage of the aggregate principal amount thereof);

• the date or dates on which the principal of the debt securities will be payable;

• the rate or rates per annum at which those debt securities will bear interest (which may be fixed or variable), if any, or the method of determining the same;

• the date or dates from which that interest, if any, on the securities will accrue, the date or dates on which that interest, if any, will be payable (“Interest Payment Dates”), the date or dates on which payment of that interest, if any, will commence, and the regular record dates for those Interest Payment Dates (“Regular Record Dates”);

• the extent to which any of the debt securities will be issuable in temporary or permanent global form, or the manner in which any interest payable on a temporary or permanent global debt security will be paid;

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• each office or agency at which the debt securities may be presented for registration of transfer or exchange;

• the place or places at which the principal of, premium, if any, and interest, if any, on the debt securities will be payable;

• the date or dates, if any, after which those debt securities may be redeemed or purchased in whole or in part, at our option, mandatorily redeemed pursuant to any sinking, purchase, or analogous fund, or purchased or redeemed at the option of the holder, and the redemption or repayment price or prices thereof;

• the denomination or denominations in which those debt securities are authorized to be issued;

• whether any of the securities will be issued as Original Issue Discount Securities (as defined below);

• information with respect to book-entry procedures, if any, to the extent they differ from the book-entry procedures described herein;

• any additional covenants or events of default not currently set forth in the applicable Indenture; and

• any other terms of those debt securities not inconsistent with the provisions of the applicable Indenture.

Debt securities may be issued as original issue discount securities (bearing no interest or interest at a rate which at the time of issuance is below market rates) (“Original Issue Discount Securities”), to be sold at a substantial discount below the stated principal amount thereof due at the stated maturity of those securities. There may not be any periodic payments of interest on Original Issue Discount Securities. If the maturity of any Original Issue Discount Security is accelerated, the amount payable to the holder of that Original Issue Discount Security upon that acceleration will be determined in accordance with the prospectus supplement, the terms of that debt security, and the Indenture, but will be an amount less than the amount payable at the maturity of the principal of that Original Issue Discount Security. Federal income tax considerations with respect to Original Issue Discount Securities will be set forth in the prospectus supplement relating thereto.

Registration and Transfer

Debt securities will be issued only as registered securities, without coupons. Debt securities (other than a global security (as defined below)) may be presented for transfer (with the form of transfer endorsed thereon duly executed) or exchanged for other securities of the same series at the office of the security registrar specified according to the terms of the applicable Indenture. That transfer or exchange will be made without service charge, but we may require payment of any taxes or other governmental charges.

Payment and Paying Agents

Unless otherwise indicated in an applicable prospectus supplement, payment of principal of, premium, if any, and any interest on debt securities will be made at our office(s) and/or at the office(s) of the paying agent or paying agents we may designate from time to time. However, at our option, payment of any interest may be made (1) by check mailed to the address of the person entitled thereto as that address appears in the applicable security register or (2) by wire transfer to an account maintained by the person entitled thereto as specified in the applicable security register. Unless indicated otherwise in an applicable prospectus supplement, payment of any installment of interest on securities will be made to the person in whose name that debt security is registered at the close of business on the regular record date for that payment.

Consolidation, Merger, or Sale of Assets

Each Indenture provides that we may, without the consent of the holders of any of the securities outstanding under that Indenture, consolidate with, merge into, or transfer our assets substantially as an entirety to any person or entity, provided that (1) any such successor expressly assumes our obligations on the applicable securities and under that Indenture, (2) after giving effect thereto (and after the lapse of time, notice, or both), no Event of Default (as defined in the Senior Indenture) in the case of Senior Securities, or Default (as defined in the Subordinated Indenture) in the case of Subordinated Securities, shall have happened and be continuing, and (3) certain other conditions under that

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Indenture are met. Accordingly, any such consolidation, merger, or transfer of assets substantially as an entirety that meets the conditions described above would not create any Event of Default or Default that would entitle holders of the securities, or the Trustee on their behalf, to take any of the actions described below under the caption “Senior Securities — Events of Default, Waivers, etc.” or “Subordinated Securities — Events of Default, Waivers, etc.”

Leveraged and Other Transactions

The Indentures and the securities issued thereunder do not contain provisions that would afford holders of the debt securities protection in the event of a highly leveraged or other transaction involving us that could affect the holders of the debt securities adversely.

Modification of the Indenture; Waiver of Covenants

Each Indenture provides that, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of each affected series, modifications and alterations of that Indenture may be made that affect the rights of the holders of those securities; provided, however, that no such modification or alteration may be made without the consent of the holder of each security so affected that would (1) change the maturity of the principal of, or of any installment of interest or premium on, any security issued pursuant to that Indenture, reduce the principal amount thereof or any premium thereon, change the method of calculating interest or the currency of payment of principal or interest (or premium, if any) on, reduce the minimum rate of interest on, impair the right to institute suit for the enforcement of any such payment on or with respect to, any such security, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon an acceleration of the maturity thereof; or (2) reduce the above-stated percentage in principal amount of outstanding securities required to modify or alter that Indenture.

SENIOR SECURITIES

The Senior Securities will be our direct, unsecured obligations and will rank pari passu with all of our outstanding unsecured senior indebtedness.

Events of Default, Waivers, Etc.

An Event of Default with respect to Senior Securities of any series is defined in the Senior Indenture as:

• default in the payment when due of principal of or premium, if any, on any outstanding Senior Securities of that series;

• default in the payment when due of interest on any outstanding Senior Securities of that series and continuance of that default for 30 days;

• default in the performance of any other covenant of ours in the Senior Indenture with respect to outstanding Senior Securities of that series and continuance of that default for 90 days after written notice;

• certain events of bankruptcy, insolvency, or reorganization of us; and

• any other event that may be specified in a prospectus supplement with respect to any series of Senior Securities.

If an Event of Default with respect to any series of outstanding Senior Securities occurs and is continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Senior Securities of that series may declare the principal amount (or if those Senior Securities are Original Issue Discount Securities, that portion of the principal amount that may be specified in the terms of that series) of all Senior Securities of that series to be due and payable immediately. If an Event of Default occurs and is continuing, the Trustee may, in its discretion, or at the written request of holders of not less than a majority in aggregate principal amount of the Senior Securities of any series, and upon reasonable indemnity against the costs, expenses, and liabilities to be incurred in compliance with that request and subject to certain other conditions set forth in the Senior Indenture will, proceed to protect the rights of the holders of all Senior Securities of that series. The holders of a majority in aggregate

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principal amount of the Senior Securities of any series may waive an Event of Default resulting in acceleration of those Senior Securities, but only if all Events of Default with respect to Senior Securities of that series have been remedied and all payments due (other than those due as a result of acceleration) have been made.

The Senior Indenture also provides that, notwithstanding any other provision of the Senior Indenture, the holder of any Senior Security of any series will have the right to institute suit for the enforcement of any payment of principal of, premium, if any, and interest on those Senior Securities when due and that such right will not be impaired without the consent of that holder.

We are required to file with the Trustee annually a written statement of officers as to the existence or non-existence of defaults under the Senior Indenture or the Senior Securities.

SUBORDINATED SECURITIES

The Subordinated Securities will be our direct, unsecured obligations and, unless otherwise specified in the prospectus supplement related to a particular series of Subordinated Securities offered thereby, will be subject to the subordination provisions described below.

Subordination

If any distribution of our assets upon any dissolution, winding up, liquidation, or reorganization (a “Liquidation Distribution”) occurs, the holders of any Senior Indebtedness will first be entitled to receive payment in full of the amounts due or to become due before the holders of the Subordinated Securities will be entitled to receive any payment in respect of the principal of, premium, if any, or interest on the Subordinated Securities. If, upon any such payment or distribution of assets there remain, after giving effect to those subordination provisions in favor of the holders of Senior Indebtedness, any amounts of cash, property, or securities available for payment or distribution in respect of Subordinated Securities (“Excess Proceeds”) and if, at that time, any creditors in respect of General Obligations have not received payment in full of all amounts due or to become due on or in respect of those General Obligations, then those Excess Proceeds will first be applied to pay or provide for the payment in full of those General Obligations before any payment or distribution is made in respect of the Subordinated Securities.

In addition, no payment may be made of the principal of, premium, if any, or interest on the Subordinated Securities, or in respect of any redemption, retirement, purchase, or other acquisition of any of the Subordinated Securities, at any time when (1) there is a default in the payment of the principal of, premium, if any, interest on, or otherwise in respect of any Senior Indebtedness or (2) any Event of Default with respect to any Senior Indebtedness has occurred and is continuing, or would occur as a result of that payment on the Subordinated Securities or any redemption, retirement, purchase, or other acquisition of any of the Subordinated Securities permitting the holders of that Senior Indebtedness to accelerate the maturity thereof. Except as described above, our obligation to make payment of the principal of, premium, if any, or interest on the Subordinated Securities will not be affected.

Subject to payment in full of all Senior Indebtedness, the holders of Subordinated Securities will be subrogated to the rights of the holders of Senior Indebtedness to receive payments or distributions of our cash, property, or securities applicable to Senior Indebtedness. Subject to payment in full of all General Obligations, the holders of Subordinated Securities will be subrogated to the rights of the creditors in respect of General Obligations to receive payments or distributions of cash, property, or securities of us applicable to those creditors in respect of General Obligations.

“Senior Indebtedness” is defined in the Subordinated Indenture as the principal of, premium, if any, and interest on (1) all of our indebtedness for money borrowed, other than the Subordinated Securities, whether outstanding on the date of execution of the Subordinated Indenture or thereafter created, assumed, or incurred, except such indebtedness as is by its terms expressly stated to be not superior in right of payment to the Subordinated Securities; or to rank pari passu with the Subordinated Securities and (2) any deferrals, renewals, or extensions of any such Senior Indebtedness. The term “indebtedness for money borrowed” used in the preceding sentence includes, without limitation, any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes, or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets. There is no limitation on the issuance of Senior Indebtedness of the Company.

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Unless otherwise specified in the prospectus supplement relating to a particular series of Subordinated Securities offered thereby, “General Obligations” means all of our obligations to make payment on account of claims in respect of derivative products such as interest and foreign exchange rate contracts, commodity contracts, and similar arrangements, other than (1) obligations on account of Senior Indebtedness, (2) obligations on account of indebtedness for money borrowed ranking pari passu with or subordinate to the Subordinated Securities, and (3) obligations which by their terms are expressly stated not to be superior in right of payment to the Subordinated Securities or to rank pari passu with the Subordinated Securities; provided, however, that, notwithstanding the foregoing, if any rule, guideline, or interpretation promulgated or issued by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (or other competent regulatory agency or authority) as in effect from time to time establishes or specifies criteria for the inclusion in regulatory capital of subordinated debt of a bank holding company requiring that such subordinated debt be subordinated to obligations to creditors in addition to those set forth above, then the term “General Obligations” also will include such additional obligations to creditors in effect from time to time pursuant to those rules, guidelines, or interpretations. For purposes of the definition of “General Obligations,” the term “claim” has the meaning assigned thereto in Section 101(5) of the Bankruptcy Code of 1978, as amended to the date of the Subordinated Indenture.

Limited Right of Acceleration

Unless otherwise specified in the prospectus supplement relating to any series of Subordinated Securities, payment of principal of the Subordinated Securities may be accelerated only in the case of our bankruptcy, insolvency, or reorganization. There is no right of acceleration in the case of a default in the payment of principal of, premium, if any, or interest on the Subordinated Securities or the performance of any other covenant in the Subordinated Indenture.

Events of Default, Defaults, Waivers, Etc.

An Event of Default with respect to our Subordinated Securities of any series is defined in the Subordinated Indenture as certain events involving our bankruptcy, insolvency, or reorganization and any other Event of Default provided with respect to Subordinated Securities of that series.

A Default with respect to Subordinated Securities of any series is defined in the Subordinated Indenture as:

• an Event of Default with respect to that series;

• default in the payment when due of the principal of or premium, if any, on any Subordinated Security of that series;

• default in the payment when due of interest upon any Subordinated Security of that series and the continuance of that default for 30 days;

• default in the performance of any other covenant or agreement of the Company in the Subordinated Indenture with respect to Subordinated Securities of that series and continuance of that default for 90 days after written notice; or

• any other Default provided with respect to Subordinated Securities of that series.

If an Event of Default with respect to any series of outstanding Subordinated Securities occurs and is continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Subordinated Securities of that series may declare the principal amount (or, if those Subordinated Securities are Original Issue Discount Securities, that portion of the principal amount that may be specified in the terms of that series) of all Subordinated Securities of that series to be due and payable immediately.

If a Default occurs and is continuing, the Trustee may, in its discretion, or at the written request of holders of not less than a majority in aggregate principal amount of the Subordinated Securities of any series outstanding under the Subordinated Indenture, and upon reasonable indemnity against the costs, expenses, and liabilities to be incurred in compliance with that request and subject to certain other conditions set forth in the Subordinated Indenture will, proceed to protect and enforce the rights of the holders of all of the Subordinated Securities of that series. The

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holders of a majority in aggregate principal amount of the Subordinated Securities of any series outstanding under the Subordinated Indenture may waive an Event of Default resulting in acceleration of those Subordinated Securities, but only if all Defaults have been remedied and all payments due have been made (other than those due as a result of acceleration).

The Subordinated Indenture also provides that, notwithstanding any other provision of the Subordinated Indenture, the holder of any Subordinated Security of any series has the right to institute suit to enforce any payment of principal of, premium, if any, or interest on the Subordinated Security of the respective Stated Maturities (as defined in the Subordinated Indenture) expressed in that Subordinated Security, and that such right will not be impaired without the consent of that holder.

We are required to file with the Trustee annually a written statement of officers as to the existence or non-existence of defaults under the Subordinated Indenture or the Subordinated Securities.

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DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

We may issue junior subordinated debentures from time to time in one or more series under a junior subordinated indenture, as supplemented from time to time, the “Junior Subordinated Indenture,” between us and the trustee under that indenture, whom we refer to as the “Debenture Trustee.” The Junior Subordinated Indenture will be qualified under the Trust Indenture Act, and terms of the junior subordinated debentures will include those stated in the Junior Subordinated Indenture and those made part of the Junior Subordinated Indenture by reference to the Trust Indenture Act.

Set forth below is a description of the general terms of the junior subordinated debentures in which the Trust will invest the proceeds from the issuance and sale of the trust securities. The statements under this caption are brief summaries of certain provisions contained in the Junior Subordinated Indenture, do not purport to be complete, and are qualified in their entirety by reference to the Junior Subordinated Indenture, the form of which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. The particular terms of the junior subordinated debentures will be described in the applicable prospectus supplement relating to the particular trust preferred securities being offered.

We will issue the junior subordinated debentures as unsecured debt. The junior subordinated debentures will be fully subordinated as set forth in the Junior Subordinated Indenture. See “Subordination of Junior Subordinated Debentures.” Each series of junior subordinated debentures will rank equally with all other series of junior subordinated debentures. The Junior Subordinated Indenture does not limit the aggregate principal amount of junior subordinated debentures that may be issued and provides that the junior subordinated debentures may be issued from time to time in one or more series. Because we are a holding company, our rights and the rights of our creditors, including the holders of the junior subordinated debentures, to participate in the assets of any of our subsidiaries upon a subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors, except to the extent that we ourselves may be a creditor with recognized claims against the subsidiary. Except as otherwise provided in the applicable prospectus supplement, the Junior Subordinated Indenture does not limit the incurrence or issuance by us of other secured or unsecured debt.

Reference is made to the applicable prospectus supplement for any series of junior subordinated debentures for a description of the following items:

• the title of the junior subordinated debentures;

• the price at which the junior subordinated debentures will be issued;

• any limit upon the aggregate principal amount of junior subordinated debentures;

• the date or dates on which the principal and interest of the junior subordinated debentures is payable or the method of determination thereof;

• any fixed or variable interest rate or rates per annum;

• any provisions for the deferral of payments of interest;

• the place where the principal of and premium, if any, and interest on the junior subordinated debentures will be payable and where the junior subordinated debentures may be presented for registration of transfer or exchange;

• any provisions for redemption or repurchase, the redemption price or repurchase price, and any remarketing arrangements;

• the minimum denominations;

• the currency or currencies in which the junior subordinated debentures are denominated or payable;

• if other than the principal amount, the portion of the principal amount of the junior subordinated debentures payable upon acceleration of the maturity of the junior subordinated debentures;

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• any index used to determine the amount of payment of principal of, and any premium and interest on, the junior subordinated debentures;

• any additional or different events of default that apply to any junior subordinated debentures of the series and any change in the right of the trustee or the required holders of those debt securities to declare the principal thereof due and payable;

• any additional or different covenants that apply to any junior subordinated debentures of the series;

• any additions or changes to the Junior Subordinated Indenture necessary to permit the issuance of the junior subordinated debentures in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

• whether the junior subordinated debentures will be issued in whole or in part in the form of one or more global securities and the depositary for any such global securities;

• the appointment of any paying agent or agents;

• the terms and conditions of any obligation or right of Wilmington Trust or a holder to convert or exchange the junior subordinated debentures into trust preferred securities;

• if the junior subordinated debentures are to be issued to the Trust, the form or forms of the trust agreement and guarantee agreement relating thereto;

• if other than as set forth in this prospectus supplement, the relative degree, if any, to which the junior subordinated debentures will be senior to or be subordinated to other series of our securities in right of payment; and

• any other terms of the junior subordinated debenture that are not inconsistent with the provisions of the applicable indenture.

Junior subordinated debentures may be sold at a substantial discount below their stated principal amount, bearing no interest, or interest at a rate which at the time of issuance is below market rates. Certain United States federal income tax consequences and special considerations applicable to any such junior subordinated debentures will be described in the applicable prospectus supplement.

Payment of Taxes

If at any time the Trust is required to pay any taxes, duties, assessments, or governmental charges of whatever nature, other than withholding taxes, imposed by the United States or any other taxing authority, we will be required to pay such additional amounts on the junior subordinated debentures, in an amount sufficient so that the net amounts received and retained by the Trust after paying any such taxes, duties, assessments, or other governmental charges will not be less than the amounts that the Trust would have received had no such taxes, duties, assessments, or other governmental charges been imposed. This means that the Trust will be in the same position it would have been in if it did not have to pay such taxes, duties, assessments, or other charges.

Payment and Paying Agents

Unless otherwise indicated in an applicable prospectus supplement, payment of principal of, premium, if any, and any interest on debt securities will be made at our office(s) and/or at the office(s) of the paying agent or paying agents we may designate from time to time. However, at our option, payment of any interest may be made (1) by check mailed to the address of the person entitled thereto as that address appears in the applicable security register or (2) by wire transfer to an account maintained by the person entitled thereto as specified in the applicable security register. Unless indicated otherwise in an applicable prospectus supplement, payment of any installment of interest on junior subordinated debentures will be made to the person in whose name that junior subordinated debenture is registered at the close of business on the regular record date for that payment.

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Any amounts deposited with the Debenture Trustee or any paying agent, or then held by us in trust, for the payment of the principal of, any premium, if any, or interest on any junior subordinated debentures and remaining unclaimed for two years after those amounts have become due and payable will, at our request and subject to applicable escheat law, be repaid to us, and the holder of the junior subordinated debenture will be able to look only to us for payment as a general unsecured creditor.

Option to Defer Interest Payments

If provided in the applicable prospectus supplement, so long as no debenture event of default (as described below in “Events of Default, Waiver, and Notice”) has occurred and is continuing, we will have the right from time to time during the term of any series of junior subordinated debentures to defer payment of interest for up to such number of consecutive interest payment periods as may be specified in the applicable prospectus supplement, subject to the terms, conditions, and covenants, if any, specified in that prospectus supplement. Such deferral, however, may not extend beyond the stated maturity of that series of junior subordinated debentures. Certain United States federal income tax consequences and special considerations applicable to any such junior subordinated debentures will be described in the applicable prospectus supplement.

During any such extension period, we will not:

• make any payment of principal of, interest, or premium, if any, on or repay, repurchase, or redeem any debt that ranks pari passu in all respects with or junior in interest to the junior subordinated debentures; or

• declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock, in each case other than:

• repurchases, redemptions, or other acquisitions of shares of our capital stock in connection with any employment contract, benefit plan, or other similar arrangement with or for the benefit of any one or more employees, officers, directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan, or in connection with the issuance of our capital stock, or securities convertible into or exercisable for that capital stock, as consideration in an acquisition transaction entered into prior to the applicable extension period;

• as a result of an exchange or conversion of any class or series of our capital stock for any class or series of our capital stock or of any class or series of our indebtedness for any class or series of our capital stock;

• the purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of the security being converted or exchanged;

• any declaration of a dividend in connection with any rights plan, the issuance of rights, stock, or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; or

• any dividend in the form of stock, warrants, options, or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options, or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to that stock

Redemption

Unless otherwise indicated in the applicable prospectus supplement, the junior subordinated debentures will not be subject to any sinking fund.

Unless otherwise indicated in the applicable prospectus supplement, we may, at our option and subject to receipt of prior approval by the Federal Reserve Board (if then required under applicable capital guidelines or policies), redeem the junior subordinated debentures of any series in whole at any time or in part from time to time. If the junior subordinated debentures of any series are so redeemable only on or after a specified date or upon the satisfaction of additional conditions, the applicable prospectus supplement will specify that date or describe those conditions. Except as otherwise specified in the applicable prospectus supplement, the redemption price for any

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junior subordinated debenture so redeemed will equal any accrued and unpaid interest thereon to the redemption date, plus 100% of the principal amount thereof.

Except as otherwise specified in the applicable prospectus supplement, if a tax event, investment company event, or capital treatment event (each as defined below) has occurred and is continuing, we may, at our option and subject to receipt of prior approval by the Federal Reserve Board (if then required under applicable capital guidelines or policies), redeem that series of junior subordinated debentures in whole, but not in part, at any time within 90 days following of the occurrence of that tax event, investment company event, or capital treatment event, at a redemption price equal to 100% of the principal amount of those junior subordinated debentures then outstanding plus accrued and unpaid interest to the date fixed for redemption.

“Tax event” means the receipt by the Trust of an opinion of counsel experienced in those matters to the effect that, as a result of any amendment to, or change (including any announced proposed change) in, the laws or regulations of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying those laws or regulations, which amendment or change is effective or which proposed change, pronouncement, or decision is announced on or after the date of issuance of those trust preferred securities, there is more than an insubstantial risk that:

• the Trust is, or will be within 90 days of the date of that opinion, subject to United States federal income tax with respect to income received or accrued on the corresponding series of corresponding junior subordinated debentures;

• interest payable by us on that series of corresponding junior subordinated debentures is not, or within 90 days of the date of that opinion, will not be, deductible by Wilmington Trust, in whole or in part, for United States federal income tax purposes; or

• the Trust is, or will be within 90 days of the date of that opinion, subject to more than a de minimis amount of other taxes, duties, or other governmental charges.

“Investment company event” means the receipt by the Trust of an opinion of counsel experienced in those matters to the effect that, as a result of the occurrence of a change in law or regulation or a written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency, or regulatory authority, there is more than an insubstantial risk that the Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the trust preferred securities.

“Capital treatment event” means our reasonable determination that, as a result of any amendment to, or change in (including any proposed change), the laws or regulations of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws or regulations, which amendment or change is effective or which proposed change, pronouncement, action, or decision is announced on or after the date of issuance of the trust preferred securities under the trust agreement, there is more than an insubstantial risk that we will not be entitled to treat the maximum allowable portion of the liquidation amount of the trust preferred securities as “Tier I Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve Board, as then in effect and applicable to us.

Notice of any redemption will be mailed at least 45 days but not more than 75 days before the redemption date to each holder of junior subordinated debentures to be redeemed at its registered address. Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on those junior subordinated debentures or portions thereof called for redemption.

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Restrictions on Certain Payments

If junior subordinated debentures are issued to the Trust or the trustee of the Trust in connection with the issuance of trust securities and:

• there has occurred and is continuing any event that, with the giving of notice or the lapse of time, would constitute an event of default with respect to the junior subordinated debentures of which we have actual knowledge and which we have not taken reasonable steps to cure;

• we are in default relating to our payment of any obligations under the guarantee; or

• we have given notice of our election to defer payments of interest on the junior subordinated debentures by extending the interest payment period and that period, or any extension of that period, is continuing; then

we may not declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire, or make a liquidation payment relating to, any of our capital stock or make any guarantee payment with respect thereto other than:

• repurchases, redemptions, or other acquisitions of shares of our capital stock in connection with any employee benefit plans or in connection with any acquisition transaction entered into prior to the extension period;

• as a result of an exchange or conversion of any class or series of our capital stock for any other class or series of our capital stock;

• the purchase of fractional interests in shares of our capital stock pursuant to the conversion or exchange provisions of that capital stock or the security being converted or exchanged;

• any declaration of a dividend in connection with any rights plan, the issuance of rights, stock, or other property under any rights plan, or the redemption or repurchase of rights pursuant thereto; or

• any dividend in the form of stock, warrants, options, or other rights where that stock or stock issuable upon exercise of those warrants, options, or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to that stock.

Limitation on Mergers and Sales of Assets

The Junior Subordinated Indenture provides that we may not consolidate with, or merge into, any other corporation or convey or transfer our properties and assets substantially as an entirety unless:

• the successor entity is an entity organized in the United States and expressly assumes our obligations under the Junior Subordinated Indenture;

• after giving effect thereto, no event of default and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing under the Junior Subordinated Indenture; and

• certain other conditions as prescribed by the Junior Subordinated Indenture are met.

The covenants contained in the Junior Subordinated Indenture would not necessarily protect holders of the junior subordinated debentures in the event of a decline in credit quality resulting from takeovers, recapitalizations, or similar restructurings.

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Events of Default, Waiver, and Notice

The Junior Subordinated Indenture provides that the following are events of default relating to the junior subordinated debentures:

• default in the payment of the principal of, or premium, if any, on, any junior subordinated debentures at maturity;

• default for 30 days in the payment of any installment of interest not otherwise subject to a deferral during an extension period on any junior subordinated debentures;

• default for 90 days after written notice in the performance of any other covenant in respect of the junior subordinated debentures;

• default in the payment of interest for ten or more consecutive semi-annual periods; and

• specified events of bankruptcy, insolvency, or reorganization of Wilmington Trust.

We use the term “debenture event of default” to refer to the events of default described above with respect to a corresponding series of junior subordinated debentures.

If a debenture event of default occurs due to a default in the payment of interest for ten or more consecutive semi-annual periods and is continuing, either the Debenture Trustee or the holders of not less than 25 percent in aggregate principal amount of the junior subordinated debentures of that series then outstanding may declare the principal of all junior subordinated debentures of that series to be due and payable immediately. If the holders of junior subordinated debentures fail to make that declaration, the holders of at least 25 percent in aggregate liquidation amount of the related trust preferred securities shall have that right. If an event of default under the junior subordinated debentures occurs due to bankruptcy, insolvency, or reorganization of Wilmington Trust, the principal amount of the junior subordinated debentures will become due and payable automatically and without any declaration or other action on the part of the Debenture Trustee or any holder.

The holders of a majority in aggregate outstanding principal amount of that series of junior subordinated debentures may rescind and annul the declaration or acceleration and waive the default if

• we have paid or deposited with the Debenture Trustee a sum sufficient to pay:

• all overdue installments of interest on the junior subordinated debentures of that series;

• any accrued additional interest on the junior subordinated debentures of that series;

• the principal and premium, if any, on the junior subordinated debentures of that series that have become due other than by reason of the declaration of acceleration and any additional interest thereon; and

• all sums paid or advanced by the Debenture Trustee under the Junior Subordinated Indenture; and

• the applicable event of default preceding that acceleration, other than the non-payment of the principal of the junior subordinated debentures, has been cured or waived.

In the case of junior subordinated debentures initially issued to the Trust, if the holders of the junior subordinated debentures fail to annul a declaration of acceleration and waive that default, the holders of a majority of the aggregate liquidation amount of the corresponding trust preferred securities issued by the Trust shall also have the right to rescind and annul the declaration of acceleration and its consequences and waive the default.

The holders of a majority in aggregate outstanding principal amount of that series of junior subordinated debentures may waive any default, except a default in payment of principal or interest, unless that default has been cured and a sum sufficient to pay all matured installments of interest and principal due other than by acceleration has been

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deposited with the Debenture Trustee, or a default in respect of a covenant or provision that under the Junior Subordinated Indenture cannot be modified or amended without the consent of the holder of each outstanding junior subordinated debenture. If the holders of junior subordinated debentures fail to waive that default, the holders of a majority in aggregate liquidation amount of the related trust preferred securities will have the right to waive that default.

The holders of a majority in principal amount of the junior subordinated debentures of any series affected will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Debenture Trustee under the Junior Subordinated Indenture.

We are required to furnish to the Debenture Trustee an annual statement as to the performance of our obligations under the Junior Subordinated Indenture and as to any default in that performance.

The junior subordinated debentures of a series will be subject to acceleration only as described above in connection with (i) a default in the payment of interest for ten or more consecutive semi-annual periods or (ii) specified events of bankruptcy, insolvency, or reorganization of Wilmington Trust. If any other debenture event of default occurs as to a series of junior subordinated debentures, holders of the junior subordinated debentures or the Debenture Trustee on their behalf may seek to enforce the rights of holders of the junior subordinated debentures of the related series but may not declare the principal of the junior subordinated debentures of that series to be due and payable.

Distribution of the Junior Subordinated Debentures

As will be more fully outlined in the applicable prospectus supplement in connection with circumstances involving the dissolution of a trust (provided that any required regulatory approval is obtained), junior subordinated debentures will be distributed to the holders of the trust securities in liquidation of that trust. See “Description of Trust Preferred Securities—Liquidation Distribution upon Dissolution.”

Modification of Junior Subordinated Indenture

From time to time we and the Debenture Trustee may, without the consent of the holders of the junior subordinated debentures, modify, waive, or supplement the Junior Subordinated Indenture for specified purposes, including, among other things:

• evidencing the succession of another entity to Wilmington Trust;

• conveying, transferring, assigning, mortgaging, or pledging any property to or with the Debenture Trustee;

• establishing the forms and terms of any series of junior subordinated debentures;

• adding to the covenants of Wilmington Trust for the benefit of other holders of all or any series of securities;

• adding any additional events of default for the benefit of other holders of all or any series of securities;

• curing ambiguities, defects, or inconsistencies without materially and adversely affecting the rights of the holders of the junior subordinated debentures or the related trust preferred securities;

• evidencing and providing for the acceptance of appointment under the Junior Subordinated Indenture by a successor trustee with respect to the securities of one or more series and adding to or changing any of the provisions of the indenture as will be necessary to provide for, or facilitate the administration of, the Trust under the indenture by more than one trustee;

• amending provisions to comply with requirements to maintain qualification of the Junior Subordinated Indenture under the Trust Indenture Act; and

• changing or eliminating any of the provisions of the Junior Subordinated Indenture, provided that any such change or elimination will not apply to any outstanding securities, or will become effective only when there

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is no security outstanding of any series created prior to the execution of the supplemental indenture that is entitled to the benefit of that provision.

We and the Debenture Trustee may make modifications and amendments to the indenture with the consent of the holders of a majority in principal amount of the outstanding junior subordinated debentures. However, no such modification or amendment may, without the consent of each affected holder of junior subordinated debentures:

• modify the payment terms of the junior subordinated debentures; or

• reduce the percentage of holders of junior subordinated debentures necessary to modify or amend the indenture or waive compliance by us with any covenant or past default.

If the junior subordinated debentures are held by the Trust or the trustee of the Trust, no modification may be made that adversely affects the holders of the related trust preferred securities, no termination of the Junior Subordinated Indenture may occur, and no waiver of any event of default or compliance with any covenant will be effective without the prior consent of a majority in liquidation preference of trust preferred securities of the Trust. If the consent of the holder of each outstanding junior subordinated debenture is required, no modification will be effective without the prior consent of each holder of related trust preferred securities.

Conversion or Exchange

The junior subordinated debentures of a series may be convertible or exchangeable into junior subordinated debentures of another series or into trust preferred securities of another series, on the terms provided in the applicable prospectus supplement. These terms may include provisions for conversion or exchange, whether mandatory, at the holder’s option, or at our option, in which case the number of shares of trust preferred securities or other securities the junior subordinated debenture holder would receive would be calculated at the time and manner described in the applicable prospectus supplement.

Subordination of Junior Subordinated Debentures

Any junior subordinated debentures will be subordinate and junior in right of payment to all senior indebtedness (as defined below unless specified otherwise in the applicable prospectus supplement). If we make any payment or distribution of our assets upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency, debt restructuring, or similar proceedings in connection with any insolvency or bankruptcy proceeding, the holders of senior debt will first be entitled to receive payment in full of principal of, and premium and interest, if any, on, that senior debt before the holders of junior subordinated debentures will be entitled to receive or retain any payment in respect of the principal of, and premium and interest, if any, on, the junior subordinated debentures. In the event of the acceleration of the maturity of any junior subordinated debentures, the holders of all senior debt outstanding at the time of that acceleration will first be entitled to receive payment in full of all amounts due thereon, including any amounts due upon acceleration, before the holders of the junior subordinated debentures will be entitled to receive or retain any payment in respect of the principal of, or premium or interest, if any, on, the junior subordinated debentures.

“Senior indebtedness” means the principal of, premium, if any, and interest on (1) all of our indebtedness for money borrowed, other than the junior subordinated debentures, whether or not already outstanding, except for indebtedness that by its terms expressly is not superior in right of payment to the junior subordinated debentures or ranks pari passu with the junior subordinated debentures and (2) any deferrals, renewals, or extensions of any such senior indebtedness.

No payments on account of principal or premium, if any, or interest in respect of the junior subordinated debentures may be made if there has occurred and is continuing a default in any payment with respect to senior debt or an event of default with respect to any senior debt resulting in the acceleration of the maturity thereof, or if any judicial proceeding is pending with respect to any such default.

The Junior Subordinated Indenture places no limitation on the amount of senior debt that we may incur. We expect from time to time to incur additional indebtedness and other obligations constituting senior indebtedness.

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The Junior Subordinated Indenture provides that any of the subordination provisions described above that relate to any particular issue of junior subordinated debentures may be changed prior to issuance. Any such change would be described in the applicable prospectus supplement.

Corresponding Junior Subordinated Debentures

Wilmington Trust may issue junior subordinated debentures under the Junior Subordinated Indenture with terms corresponding to the terms of a series of related trust preferred securities, the “corresponding junior subordinated debentures.” In that instance, concurrently with the issuance of the Trust’s trust preferred securities, the Trust will invest the proceeds thereof and the consideration paid by us for the common securities in the series of corresponding junior subordinated debentures issued by us to the Trust. Each series of corresponding junior subordinated debentures will be in the principal amount equal to the aggregate stated liquidation amount of the related trust preferred securities and the common securities of the Trust and will rank equally with all other series of junior subordinated debentures. Holders of the related trust preferred securities for a series of corresponding junior subordinated debentures will have the right in connection with modifications to the Junior Subordinated Indenture or upon occurrence of debenture events of default as described under “—Modification of Junior Subordinated Indenture,” “—Events of Default, Waiver and Notice,” and “—Enforcement of Certain Rights by Holders of Trust Preferred Securities.”

Unless otherwise specified in the applicable prospectus supplement, if a tax event relating to the Trust has occurred and is continuing, we may, at our option and subject to prior approval of the Federal Reserve Board (if required), redeem the corresponding junior subordinated debentures at any time within 90 days of the occurrence of that tax event, in whole but not in part, subject to the provisions of the Junior Subordinated Indenture and whether or not those corresponding junior subordinated debentures are then redeemable at our option. The redemption price for any corresponding junior subordinated debentures will be equal to 100% of the principal amount of those corresponding junior subordinated debentures then outstanding plus accrued and unpaid interest to the date fixed for redemption. For as long as the Trust is the holder of all the outstanding corresponding junior subordinated debentures of that series, the proceeds of any such redemption will be used by the Trust to redeem the corresponding trust securities in accordance with their terms. We may not redeem a series of corresponding junior subordinated debentures in part unless all accrued and unpaid interest has been paid in full on all outstanding corresponding junior subordinated debentures of that series for all interest periods terminating on or prior to the date of redemption.

Unless otherwise specified in the applicable prospectus supplement, we will covenant, as to each series of corresponding junior subordinated debentures:

• to directly or indirectly maintain 100% ownership of the common securities of the Trust unless a permitted successor succeeds to ownership of the common securities;

• not to voluntarily terminate, wind up, or liquidate any trust (with the prior approval of the Federal Reserve Board, if required):

• in connection with a distribution of corresponding junior subordinated debentures to the holders of the trust preferred securities in exchange therefor upon liquidation of the Trust, or

• in connection with certain mergers, consolidations, or amalgamations permitted by the trust agreement; and

• to use our reasonable efforts, consistent with the terms and provisions of the trust agreement, to cause the Trust to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes.

DESCRIPTION OF TRUST PREFERRED SECURITIES

The trust preferred securities will be issued pursuant to the terms of an amended and restated trust agreement. The trust agreement will be qualified as an indenture under the Trust Indenture Act. The Property Trustee, Wells Fargo Bank, National Association, a national banking association, will act as trustee for the trust preferred securities under the trust agreement for purposes of compliance with the provisions of the Trust Indenture Act. The terms of the trust

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preferred securities will include those stated in the applicable trust agreement and those made part of the trust agreement by the Trust Indenture Act.

Set forth below is a summary of the material terms and provisions of the trust preferred securities. The statements under this caption are brief summaries of certain provisions contained in the Trust Agreement, the Delaware Statutory Trust Act, and the Trust Indenture Act and do not purport to be complete, and are qualified in their entirety by reference to the Trust Agreement, the form of which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part.

The declaration authorizes the administrators and the trustees to issue the trust securities on behalf of the Trust. The trust securities represent undivided beneficial interests in the assets of the Trust. We will own, directly or indirectly, all of the common securities. The common securities rank equally, and payments will be made on a pro rata basis, with the trust preferred securities. However, if an event of default under the trust agreement resulting from an event of default under the Junior Subordinated Indenture occurs and is continuing, the rights of the holders of the common securities to receive payments will be subordinated to the rights of the holders of the trust preferred securities.

The trust agreement does not permit the Trust to issue any securities other than the trust securities or to incur any indebtedness. Under the trust agreement, the Property Trustee will own the junior subordinated debentures purchased by the Trust for the benefit of the holders of the trust securities. The guarantee agreement we execute for the benefit of the holders of trust preferred securities will be a guarantee on a subordinated basis with respect to the related trust securities but will not guarantee payment of distributions or amounts payable on redemption or liquidation of those trust securities when the Trust does not have funds on hand available to make those payments. See “Description of Guarantee.”

Amounts That We May Issue

The Trust Agreement does not limit the aggregate amount of securities that may be issued. We and the Trust may issue trust preferred securities and other securities at any time without your consent and without notifying you.

The trust agreement and the trust preferred securities do not limit our ability to incur indebtedness or to issue other securities. Also, we are not subject to financial or similar restrictions by the terms of the trust preferred securities.

In the future, we may form additional trusts or other entities similar to the Trust, and those other entities could issue securities similar to the trust securities described in this section. In that event, we may issue subordinated debt securities under the Junior Subordinated Indenture to those other issuer entities and guarantees under a guarantee agreement with respect to the securities they issue. We may also enter into expense agreements with those other issuers. The subordinated debt securities and guarantees we issue (and expense agreement we enter into) in those cases would be similar to those described in this prospectus, with such modifications as may be described in the applicable prospectus supplement.

Distributions

Distributions on the trust preferred securities:

• will be cumulative;

• will accumulate from the date of original issuance; and

• will be payable on those dates and in those amounts as specified in the applicable prospectus supplement.

If any date on which distributions are payable on the trust preferred securities is not a business day, then payment of the distribution will be made on the next succeeding business day, and without any interest or other payment in respect of any such delay, except that, with respect to a payment of the redemption price, if that business day is in the next calendar year, payment of the distribution will be made on the immediately preceding business day. Each date on which distributions are payable in accordance with the foregoing is referred to as a “distribution date.” The term “distribution” includes any interest payable on unpaid distributions unless otherwise stated.

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Unless specified otherwise in the applicable prospectus supplement, the amount of distributions payable for any period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of distributions payable for any period shorter than a full quarterly period will be computed on the basis of the actual number of days elapsed per 30-day month. Distributions to which holders of trust preferred securities are entitled will accumulate additional distributions at the rate per annum if and as specified in the applicable prospectus supplement.

If provided in the applicable prospectus supplement, we may have the right under the Junior Subordinated Indenture to defer the payment of interest on any series of the corresponding junior subordinated debentures for up to a number of consecutive interest payment periods that will be specified in the applicable prospectus supplement relating to that series (an “extension period”); provided, however, that no extension period may extend beyond the stated maturity of the corresponding junior subordinated debentures.

As a consequence of any such deferral, distributions on the related trust preferred securities would be deferred, but would continue to accumulate additional distributions at the rate per annum set forth in the applicable prospectus supplement for those trust preferred securities during any extension period. See “Description of Junior Subordinated Debentures — Restrictions on Certain Payments” for a description of restrictions on certain payments resulting from deferral of interest on junior subordinated debentures.

The revenue of the Trust available for distribution to holders of its trust preferred securities will be limited to payments under the junior subordinated debentures in which the Trust will invest the proceeds from the issuance and sale of its trust securities. If we do not make interest payments on the junior subordinated debentures, the Property Trustee will not have funds available to pay distributions on the related trust preferred securities. The payment of distributions, if and to the extent the Trust has funds legally available for the payment of those distributions and cash sufficient to make those payments, is guaranteed by us on the basis set forth under “Description of Guarantee.”

Distributions on the trust preferred securities will be payable to the holders thereof as they appear on the register of the Trust on the relevant record dates, which, as long as the trust preferred securities remain in book-entry form, will be one business day prior to the relevant date of distribution. Subject to any applicable laws and regulations and the provisions of the Trust Agreement, each such payment will be made as described under “Book-Entry Issuance.” In the event any trust preferred securities are not in book-entry form, the relevant record date for those trust preferred securities will be the date 15 days prior to the relevant date of distribution.

Redemption or Exchange

Upon the repayment or redemption, in whole or in part, of the junior subordinated debentures, whether at maturity or upon earlier redemption as provided in the Junior Subordinated Indenture, the Property Trustee, upon not less than 30 nor more than 60 days’ notice prior to the redemption date, will apply the proceeds from that repayment or redemption to redeem a like amount (as defined below) of the trust securities at a redemption price (the “redemption price”) equal to the aggregate liquidation amount of those trust securities plus accumulated but unpaid distributions up to the date of redemption (the “redemption date”) and the related amount of the premium, if any, paid by us upon the concurrent redemption of the junior subordinated debentures. See “Description of Junior Subordinated Debentures—Redemption.” If less than all of any series of the junior subordinated debentures are to be repaid or redeemed on a redemption date, then the proceeds from that repayment or redemption, including the premium, if any, will be allocated pro rata to the redemption of the trust preferred securities and the common securities.

To the extent provided in the prospectus supplement, we will have the right to redeem any series of junior subordinated debentures:

• on or after the date that may be specified in the applicable prospectus supplement, in whole at any time or in part from time to time; or

• at any time, in whole, but not in part, upon the occurrence of a tax event, investment company event, or capital treatment event, in any case subject to receipt of prior approval by the Federal Reserve Board (if then required under applicable capital guidelines or policies). See “Description of Junior Subordinated Debentures—Redemption” for a description of what constitutes a tax event, investment company event, or capital treatment event.

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If any tax event, investment company event, or capital treatment event in respect of the trust securities has occurred and is continuing, we will have the right to redeem the junior subordinated debentures and thereby cause a mandatory redemption of those trust preferred securities and common securities in whole, but not in part, at the redemption price. In the event of a tax event, investment company event, or capital treatment event in respect of the trust preferred securities and common securities, if we do not elect to redeem the junior subordinated debentures or to dissolve the Trust, those trust preferred securities will remain outstanding.

“Like amount” means:

• with respect to a redemption of the trust securities, trust securities having a liquidation amount (as defined below) equal to that portion of the principal amount of junior subordinated debentures to be contemporaneously redeemed in accordance with the Junior Subordinated Indenture, the proceeds of which will be used to pay the redemption price of those trust securities; and

• with respect to a distribution of junior subordinated debentures to holders of the trust securities in exchange therefor in connection with a dissolution or liquidation of the Trust, junior subordinated debentures having a principal amount equal to the liquidation amount of the trust securities of the holder to whom those junior subordinated debentures would be distributed.

“Liquidation amount” means the stated amount per trust security as set forth in the applicable prospectus supplement.

Redemption Procedures

Trust preferred securities redeemed on each redemption date will be redeemed at the redemption price with the applicable proceeds from the contemporaneous redemption of the junior subordinated debentures. Redemptions of the trust preferred securities will be made and the redemption price will be payable on each redemption date only to the extent that the Trust has funds on hand available for the payment of that redemption price. See also “—Subordination of Common Securities.”

If the Trust gives a notice of redemption of its trust preferred securities, then, by 12:00 p.m., New York City time, on the redemption date, to the extent funds are available, the Property Trustee will deposit irrevocably with the Depository Trust Company (“DTC”) funds sufficient to pay the applicable redemption price and will give DTC irrevocable instructions and authority to pay the redemption price to the holders of those preferred securities. See “Book-Entry Issuance.” If those trust preferred securities are no longer in book-entry form, the Property Trustee, to the extent funds are available, will irrevocably deposit with the paying agent for those trust preferred securities funds sufficient to pay the applicable redemption price and will give that paying agent irrevocable instructions and authority to pay the redemption price to the holders thereof upon surrender of their certificates evidencing those trust preferred securities.

Notwithstanding the foregoing, distributions payable on or prior to the redemption date for any trust preferred securities called for redemption will be payable to the holders of those trust preferred securities appearing on the relevant securities register on the relevant record dates for the related distribution dates. If notice of redemption has been given and funds deposited as required, then upon the date of that deposit:

• all rights of the holders of those trust preferred securities will cease, except the right of the holders of those trust preferred securities to receive the redemption price, but without interest on that redemption price; and

• those trust preferred securities will cease to be outstanding.

If less than all of the trust preferred securities and common securities issued by the Trust are to be redeemed on a redemption date, then the aggregate liquidation amount of those trust preferred securities and common securities to be redeemed will be allocated pro rata to the trust preferred securities and the common securities based upon the relative liquidation amounts of those classes. The Property Trustee will select the particular trust preferred securities to be redeemed on a pro rata basis not more than 60 days prior to the redemption date from the outstanding trust preferred securities not previously called for redemption. For all purposes of the trust agreement, unless the context otherwise requires, all provisions relating to the redemption of trust preferred securities relate, in the case of any

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trust preferred securities redeemed or to be redeemed only in part, to the portion of the aggregate liquidation amount of trust preferred securities which has been or is to be redeemed.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to the registered address of each holder of trust securities to be redeemed.

Subordination of Common Securities

Payment of distributions on, and the redemption price of, the Trust’s trust preferred securities and common securities, as applicable, will be made pro rata based on the liquidation amount of those trust preferred securities and common securities. If, however, on any distribution date or redemption date a default in the payment of interest or principal on the junior subordinated debentures has occurred and is continuing, no payment of any distribution on, or redemption price of, any of the Trust’s common securities, and no other payment on account of the redemption, liquidation, or other acquisition of those common securities, will be made unless payment in full in cash of all accumulated and unpaid distributions on all of the Trust’s outstanding trust preferred securities for all distribution periods terminating on or prior thereto, or in the case of payment of the redemption price the full amount of such redemption price on all of the Trust’s outstanding trust preferred securities then called for redemption, will have been made or provided for, and all funds available to the Property Trustee will first be applied to the payment in full in cash of all distributions on, or redemption price of, the Trust’s trust preferred securities then due and payable.

In the case of any event of default under the trust agreement resulting from a debenture event of default, as holder of the Trust’s common securities we will be deemed to have waived any right to act with respect to any such event of default under the trust agreement until the effects of all those events of default have been cured, waived, or otherwise eliminated. Until all events of default under the trust agreement with respect to the trust preferred securities have been so cured, waived, or otherwise eliminated, the Property Trustee will act solely on behalf of the holders of the trust preferred securities and not on our behalf, and only the holders of those trust preferred securities will have the right to direct the Property Trustee to act on their behalf.

Liquidation Distribution Upon Dissolution

Pursuant to the trust agreement, the Trust will automatically dissolve upon expiration of its term and will dissolve on the first to occur of:

• certain events of bankruptcy, dissolution, or liquidation of Wilmington Trust;

• the distribution of a like amount of the junior subordinated debentures to the holders of trust securities, if we, as sponsor, have given written direction to the Property Trustee to dissolve the Trust, subject to our having received prior approval of the Federal Reserve Board, if required;

• redemption of all of the Trust’s trust preferred securities, and

• the entry of an order for the dissolution of the Trust by a court of competent jurisdiction.

If an early dissolution occurs as described above, the Property Trustee will liquidate the Trust as expeditiously as possible by distributing to the holders of trust securities, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, a like amount of the junior subordinated debentures. If the Property Trustee determines that such distribution is not practical, then the holders will be entitled to receive, out of the assets of the Trust available for distribution to holders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to, in the case of holders of trust preferred securities, the aggregate liquidation amount plus accrued and unpaid distributions to the date of payment, or the “liquidation distribution.” If the Trust has insufficient assets available to pay in full the aggregate liquidation distribution, then the amounts payable directly by the Trust on its trust preferred securities will be paid on a pro rata basis. The holders of the Trust’s common securities will be entitled to receive certain distributions upon any such liquidation pro rata with the holders of its trust preferred securities, except that if certain debenture events of default have occurred and are continuing, the trust preferred securities will have a priority over the common securities.

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Events of Default; Notice

Except as otherwise set forth in the relevant prospectus supplement, any one of the following events constitutes an event of default under the trust agreement (a “trust event of default”), regardless of the reason for that event of default and whether it is voluntary or involuntary or is 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:

• the occurrence of a debenture event of default with respect to the corresponding junior subordinated debentures held by the Trust (a “debenture event of default”) (see “Description of Junior Subordinated Debentures—Events of Default, Waiver, and Notice”);

• the default by the Trust in the payment of any distribution on any trust security of the Trust when that distribution becomes due and payable, and the default continues for a period of 30 days;

• the default by the Trust in the payment of any redemption price of any trust security of the Trust when that payment becomes due and payable;

• the default in the performance, or breach, in any material respect, of any covenant or warranty of the trustees in the Trust Agreement, other than a covenant or warranty of default in the performance of which, or the breach of which, is dealt with above, and continuation of that default or breach for a period of 90 days after written notice has been given, by registered or certified mail, to us and the defaulting trustee or trustees by the holders of at least 25% in aggregate liquidation amount of the outstanding trust preferred securities of a Trust, specifying that default or breach, requiring it to be remedied, and stating that such notice is a “Notice of Default” under the Trust Agreement; or

• the occurrence of certain events of bankruptcy or insolvency with respect to the Property Trustee and our failure to appoint a successor Property Trustee within 90 days.

Within the 90 days after the occurrence of any trust event of default actually known to the Property Trustee, the Property Trustee will transmit notice of that trust event of default to the holders of the trust preferred securities, the Administrators and to us, as sponsor, unless that trust event of default has been cured or waived. We, as sponsor, and the Administrators are required to file annually with the Property Trustee a certificate as to whether or not we or they are in compliance with all the conditions and covenants applicable to us and to them under the trust agreement and advise them of any defaults.

If a debenture event of default with respect to the junior subordinated debentures held by the Trust has occurred and is continuing, the trust preferred securities of the Trust will have a preference over the Trust’s common securities as described above. See “—Subordination of Common Securities” and “—Liquidation Distribution Upon Termination.” The existence of a debenture event of default does not entitle the holders of trust preferred securities to accelerate the maturity of the trust preferred securities.

Removal of Trustees and Administrators

Unless a debenture event of default has occurred and is continuing, any trustee may be removed at any time by us, as the holder of the common securities. If a debenture event of default has occurred and is continuing, the holders of a majority in liquidation amount of the outstanding trust preferred securities may remove the Property Trustee and the Delaware Trustee. Any administrator may be removed at any time by us, as the holder of the common securities, and in no event will the holders of the trust preferred securities have the right to vote to appoint, remove, or replace the Administrators. No resignation or removal of a trustee or administrator and no appointment of a successor trustee or administrator will be effective until the acceptance of appointment by the successor trustee or administrator, as applicable, in accordance with the provisions of the Trust Agreement.

Mergers, Consolidations, Amalgamations, or Replacements of the Trust

The Trust may not merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer, or lease its properties and assets substantially as an entirety to us or any other person, except as described below or as otherwise

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described in the Trust Agreement. The Trust may, at our request, with the consent of the Administrators and without the consent of the holders of the trust preferred securities, the Property Trustee, or the Delaware Trustee, merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer, or lease its properties and assets substantially as an entirety to, a trust organized as such under the laws of any state if any one of the following events occur:

• that successor entity either:

• expressly assumes all of the obligations of the Trust with respect to the trust preferred securities, or

• substitutes for the trust preferred securities other securities having substantially the same terms as the trust preferred securities, the “successor securities,” as long as the successor securities rank the same in priority as the trust preferred securities with respect to distributions and payments upon liquidation, redemption, and otherwise;

• we appoint a trustee of that successor entity possessing the same powers and duties as the Property Trustee as the holder of the junior subordinated debentures;

• if the trust preferred securities are listed on a national securities exchange or interdealer quotation system, the successor securities are listed, or any successor securities will be listed upon notification of issuance, on any national securities exchange or other organization on which the trust preferred securities are then listed;

• that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease does not cause the trust preferred securities to be downgraded by any nationally recognized statistical rating organization;

• that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease does not adversely affect the rights, preferences, and privileges of the holders of the trust preferred securities (including any successor securities) in any material respect;

• that successor entity has a purpose substantially identical to that of the Trust;

• prior to that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease, we have received an opinion from independent counsel to the Trust experienced in those matters to the effect that:

• that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease does not adversely affect the rights, preferences, and privileges of the holders of the trust preferred securities (including any successor securities) in any material respect, and

• following that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease, neither the Trust nor that successor entity will be required to register as an investment company under the Investment Company Act; and

• we or any permitted successor or assignee owns all of the common securities of that successor entity and guarantees the obligations of that successor entity under the successor securities at least to the extent provided by the guarantee.

Notwithstanding the foregoing, the Trust may not, except with the consent of all holders of the trust preferred securities, consolidate, amalgamate, merge with or into, or be replaced by or convey, transfer, or lease its properties or assets substantially as an entirety to any other entity or permit any other entity to consolidate, amalgamate, merge with or into, or replace it if that consolidation, amalgamation, 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.

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Voting Rights; Amendment of the Trust Agreement

Except as provided below and under “Description of Guarantee—Amendments and Assignment” and as otherwise required by law and the Trust Agreement, the holders of the trust preferred securities will have no voting rights.

We and the Administrators may amend the Trust Agreement and may require the Property Trustee to join in that amendment without the consent of the holders of the trust preferred securities, unless that amendment would materially and adversely affect the interests of any holder of trust preferred securities, to:

• cure any ambiguity, correct, or supplement any provision in the Trust Agreement that may be inconsistent with any other provision, or to make any other provision with respect to matters or questions arising under the Trust Agreement, which may not be inconsistent with the other provisions of the Trust Agreement; or

• modify, eliminate, or add to any provisions of the Trust Agreement to the extent 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, to ensure that the Trust will not be required to register as an “investment company” under the Investment Company Act, or to ensure that the trust preferred securities are treated as Tier 1 regulatory capital.

We, the Administrators, and the Property Trustee may amend the Trust Agreement with:

• the consent of holders representing not less than a majority (based upon liquidation amounts) of the outstanding trust securities; and

• 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 that amendment will not affect the Trust’s status as a grantor trust for United States federal income tax purposes or the Trust’s exemption from status as an “investment company” under the Investment Company Act.

Without the consent of each holder of trust securities, the Trust Agreement may not be amended to:

• change the amount or timing of any distribution required to be made in respect of the trust securities as of a specified date; or

• restrict the right of a holder of trust securities to institute suit for the enforcement of any such payment on or after that date.

As long as the Property Trustee holds any junior subordinated debentures, neither the trustees nor the administrators may, without obtaining the prior approval of the holders of a majority in aggregate liquidation amount of all outstanding trust preferred securities:

• direct the time, method, and place of conducting any proceeding for any remedy available to the Debenture Trustee, or executing any trust or power conferred on the Property Trustee with respect to such junior subordinated debentures;

• waive any past default that is waivable under the Junior Subordinated Indenture;

• exercise any right to rescind or annul a declaration that the principal of all the junior subordinated debentures is due and payable; or

• consent to any amendment, modification, or termination of the Junior Subordinated Indenture or those junior subordinated debentures where that consent is required.

If a consent under the Junior Subordinated Indenture would require the consent of each affected holder of junior subordinated debentures, no such consent may be given by the Property Trustee without the prior consent of each holder of the trust preferred securities. The trustees may not revoke any action previously authorized or approved by a vote of the holders of the trust preferred securities except by subsequent vote of the holders of the trust preferred

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securities. The Property Trustee will notify each holder of the trust preferred securities of any notice of default with respect to the junior subordinated debentures. In addition to obtaining the foregoing approvals of the holders of the trust preferred securities, prior to taking any of the foregoing actions the trustees will obtain an opinion of counsel experienced in those matters to the effect that such action would not cause the Trust to be classified as other than a grantor trust for United States federal income tax purposes.

Any required approval of holders of trust preferred securities may be given at a meeting of holders of trust preferred securities convened for that purpose or pursuant to written consent. The Property Trustee will cause a notice of any meeting at which holders of trust preferred securities are entitled to vote, or of any matter upon which action by written consent of those holders is to be taken, to be given to each holder of record of trust preferred securities in the manner set forth in the Trust Agreement. The Property Trustee will call a meeting of the holders of record of the trust preferred securities at the direction of the holders of at least 25% of the aggregate liquidation amount of the outstanding trust preferred securities.

No vote or consent of the holders of trust preferred securities will be required for the Trust to redeem and cancel its trust preferred securities in accordance with the Trust Agreement.

For purposes of any vote or consent of the holders of trust preferred securities under any of the circumstances described above, any of the trust preferred securities that are owned by us or our affiliates, the trustees or any of their affiliates, or the administrators or any of their affiliates will be treated as if they were not outstanding.

Trust Expenses

Pursuant to the Trust Agreement, we, as sponsor, agree to pay:

• all debts and other obligations of the Trust (other than with respect to the trust preferred securities);

• all costs and expenses of the Trust (including costs and expenses relating to the organization of the Trust, the fees and expenses of the trustees, expenses of the administrators, and the costs and expenses relating to the operation of the Trust); and

• any and all taxes and costs and expenses with respect thereto (other than United States withholding taxes) to which the Trust might become subject.

COMMON SECURITIES

In connection with the issuance of trust preferred securities, the Trust will issue one series of common securities having the terms, including distributions, redemption, voting, and liquidation rights, set forth in the applicable prospectus supplement. Except for voting rights, the terms of the common securities will be substantially identical to the terms of the trust preferred securities. The common securities will rank equally, and payments will be made on the common securities pro rata, with the trust preferred securities, except that, upon certain events of default, the rights of the holders of the common securities to payment in respect of distributions and payments upon liquidation, redemption, and otherwise will be subordinated to the rights of the holders of the trust preferred securities. Except in limited circumstances, the common securities of the Trust will carry the right to vote to appoint, remove, or replace any of the trustees or administrators of the Trust. We will own, directly or indirectly, all of the common securities of the Trust.

DESCRIPTION OF GUARANTEE

Set forth below is a summary of information concerning the guarantee that we will execute and deliver for the benefit of the holders of trust preferred securities when the Trust issues trust preferred securities (the “Trust Securities Guarantee”). The Trust Securities Guarantee will be qualified as an indenture under the Trust Indenture Act. Wells Fargo Bank, National Association, a national banking association, will act as the guarantee trustee for purposes of the Trust Indenture Act. The statements under this caption are brief summaries of certain provisions contained in the Trust Securities Guarantee, do not purport to be complete, and are qualified in their entirety by reference to the Trust Securities Guarantee, the form of which has been filed with the SEC as an exhibit to the

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registration statement of which this prospectus is a part. The guarantee trustee will hold the trust securities guarantee for the benefit of the holders of the trust preferred securities.

Pursuant to and to the extent set forth in the Trust Securities Guarantee, we will irrevocably and unconditionally agree to pay in full to the holders of the trust preferred securities, except to the extent paid by the Trust, as and when due, regardless of any defense, right of set-off, or counterclaim which the Trust may have or assert, the following payments, which are referred to as “guarantee payments,” without duplication:

• any accrued and unpaid distributions that are required to be paid on the trust preferred securities, to the extent the Trust has funds available for distributions;

• the redemption price, plus all accrued and unpaid distributions, to the extent the Trust has funds available for redemptions, relating to any trust preferred securities called for redemption by the Trust; and

• upon a voluntary or involuntary dissolution, winding-up, or termination of the Trust, other than in connection with the distribution of junior subordinated debentures to the holders of trust preferred securities or the redemption of all of the trust preferred securities, the lesser of:

• the aggregate of the liquidation amount and all accrued and unpaid distributions on the trust preferred securities to the date of payment; and

• the amount of assets of the Trust remaining for distribution to holders of the trust preferred securities in liquidation of the Trust.

The redemption price and liquidation amount will be fixed at the time the trust preferred securities are issued.

Our obligation to make a guarantee payment may be satisfied by direct payment of the required amounts to the holders of trust preferred securities or by causing the Trust to pay those amounts to those holders.

The Trust Securities Guarantee will not apply to any payment of distributions except to the extent the Trust has funds available for those payments. If we do not make interest payments on the junior subordinated debentures purchased by the Trust, the Trust will not pay distributions on the trust securities and will not have funds available for those payments. See “—Status of the Guarantee.” Because we are a holding company, our rights to participate in the assets of any of our subsidiaries upon the subsidiary’s liquidation or reorganization will be subject to the prior claims of the subsidiary’s creditors except to the extent that we may ourselves be a creditor with recognized claims against the subsidiary. Except as otherwise described in the applicable prospectus supplement, the Trust Securities Guarantee does not limit the incurrence or issuance by us of other secured or unsecured debt.

The obligations under the Trust Securities Guarantee, when taken together with our obligations under the junior subordinated debentures, the Junior Subordinated Indenture, and the Trust Agreement, including our obligations to pay costs, expenses, debts, and liabilities of the Trust, other than those relating to trust securities, will provide a full and unconditional guarantee, on a subordinated basis, of payments due on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes a guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable, and unconditional guarantee of the Trust’s obligation under its trust preferred securities.

Status of the Guarantee

The guarantee under the Trust Securities Guarantee will be unsecured and will rank:

• subordinate and junior in right of payment to all our other liabilities in the same manner as the Junior Subordinated Indenture; and

• equally with all other trust security guarantees that we may issue.

The guarantee will constitute a guarantee of payment and not of collection. This means that the guaranteed party may sue the guarantor to enforce its rights under the guarantee without suing any other person or entity. The

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guarantee will be held for the benefit of the holders of the trust preferred securities. The guarantee will be discharged only by payment of the guarantee payments in full to the extent not paid by the Trust or upon the junior subordinated debentures.

Amendments and Assignment

The Trust Securities Guarantee may be amended only with the prior approval of the holders of not less than a majority in aggregate liquidation amount of the outstanding trust preferred securities. No vote will be required, however, for any changes that do not adversely affect the rights of holders of trust preferred securities. All guarantees and agreements contained in the Trust Securities Guarantee will bind our successors, assignees, receivers, trustees, and representatives and will be for the benefit of the holders of the trust preferred securities then outstanding.

Termination of the Guarantee

The Trust Securities Guarantee will terminate upon full payment of the redemption price of all trust preferred securities, distribution of the junior subordinated debentures to the holders of the trust preferred securities, or full payment of the amounts payable in accordance with the Trust Agreement upon liquidation of the Trust. The Trust Securities Guarantee will continue to be effective or will be reinstated, as the case may be, if at any time any holder of trust preferred securities is required to repay any sums paid under the trust securities or the Trust Securities Guarantee.

Events of Default

An event of default under the Trust Securities Guarantee will occur if we fail to perform any payment or other obligation under the guarantee.

The holders of a majority in liquidation amount of the trust preferred securities will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the guarantee trustee in respect of the Trust Securities Guarantee or to direct the exercise of any trust or power conferred upon the guarantee trustee under the Trust Securities Guarantee. Any holder of trust preferred securities may institute a legal proceeding directly against us to enforce the guarantee trustee’s rights and our obligations under the Trust Securities Guarantee, without first instituting a legal proceeding against the Trust, the guarantee trustee, or any other person or entity.

As guarantor, we are required to file annually with the guarantee trustee a certificate as to whether or not we are in compliance with all applicable conditions and covenants applicable to us and to them under the Trust Securities Guarantee and advise them of any defaults.

Information Concerning the Guarantee Trustee

Prior to the occurrence of a default under the Trust Securities Guarantee, the guarantee trustee is required to perform only the duties that are specifically set forth in the Trust Securities Guarantee. Following the occurrence of a default, the guarantee trustee will exercise the same degree of care as a prudent individual would exercise in the conduct of his or her own affairs. Provided that the foregoing requirements have been met, the guarantee trustee is under no obligation to exercise any of the powers vested in it by the Trust Securities Guarantee at the request of any holder of trust preferred securities, unless offered indemnity satisfactory to it against the costs, expenses, and liabilities which might be incurred thereby.

We and our affiliates may maintain certain accounts and other banking relationships with the guarantee trustee, the Property Trustee, the Delaware Trustee, and their respective affiliates in the ordinary course of business.

RELATIONSHIP AMONG TRUST PREFERRED SECURITIES, JUNIOR SUBORDINATED
DEBENTURES, AND GUARANTEE

As set forth in the Trust Agreement, the sole purpose of the Trust is to issue the trust securities and to invest the proceeds in the junior subordinated debentures.

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As long as payments of interest and other payments are made when due on the junior subordinated debentures, those payments will be sufficient to cover the distributions and payments due on the trust securities. This is due to the following factors:

• the aggregate principal amount of junior subordinated debentures will be equal to the sum of the aggregate stated liquidation amount of the trust securities;

• the interest rate and the interest and other payment dates on the junior subordinated debentures will match the distribution rate and distribution and other payment dates for the trust securities;

• under the Junior Subordinated Indenture, we will pay, and the Trust will not be obligated to pay, directly or indirectly, all costs, expenses, debts, and obligations of the Trust, other than those relating to the trust securities; and

• the Trust Agreement further provides that the trustees may not cause or permit the Trust to engage in any activity that is not consistent with the purposes of the Trust.

To the extent that funds are available, we guarantee payments of distributions and other payments due on the trust preferred securities to the extent described in this prospectus. If we do not make interest payments on the junior subordinated debentures, the Trust will not have sufficient funds to pay distributions on the trust preferred securities. The guarantee under the Trust Securities Guarantee is a subordinated guarantee in relation to the trust preferred securities. The Trust Securities Guarantee does not apply to any payment of distributions unless and until the Trust has sufficient funds for the payment of such distributions. See “Description of Guarantee.”

We have the right to set off any payment that we are otherwise required to make under the Junior Subordinated Indenture against any payment that we have previously made or are concurrently on the date of that payment making under the trust securities guarantee.

The Trust Securities Guarantee covers the payment of distributions and other payments on the trust preferred securities only if and to the extent that we have made a payment of interest, principal, or other payments on the junior subordinated debentures. The obligations under the Trust Securities Guarantee, when taken together with our obligations under the junior subordinated debentures, the indenture, and the Trust Agreement, will provide a full and unconditional guarantee of distributions, redemption payments, and liquidation payments on the trust preferred securities. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes a guarantee. It is only the combined operation of these documents that has the effect of providing a full, irrevocable, and unconditional guarantee of the Trust’s obligations under its trust preferred securities.

If we fail to make interest or other payments on the junior subordinated debentures when due, taking account of any extension period, the Trust Agreement allows the holders of the trust preferred securities to direct the Property Trustee to enforce its rights under the junior subordinated debentures. A holder of trust securities may institute a direct action if a trust agreement event of default has occurred and is continuing and that event is attributable to our failure to pay interest or principal on the junior subordinated debentures when due. A direct action may be brought without first (1) directing the Property Trustee to enforce the terms of the junior subordinated debentures or (2) suing us to enforce the Property Trustee’s rights under the junior subordinated debentures. In connection with that direct action, we will be subrogated to the rights of that holder of trust preferred securities under the Trust Agreement to the extent of any payment made by us to that holder of trust preferred securities. Consequently, we will be entitled to payment of amounts that a holder of trust preferred securities receives in respect of an unpaid distribution to the extent that such holder receives or has already received full payment relating to that unpaid distribution from the Trust.

We acknowledge that the guarantee trustee will enforce the Trust Securities Guarantee on behalf of the holders of the trust preferred securities. If we fail to make payments under the Trust Securities Guarantee, the holders of the trust preferred securities may direct the guarantee trustee to enforce its rights thereunder. If the guarantee trustee fails to enforce the Trust Securities Guarantee, any holder of trust preferred securities may directly sue us to enforce the guarantee trustee’s rights under the Trust Securities Guarantee. A holder of trust preferred securities may also

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directly sue us to enforce that holder’s right to receive payment under the Trust Securities Guarantee. In either case, that holder need not first (1) direct the guarantee trustee to enforce the terms of the Trust Securities Guarantee or (2) sue the related trust or any other person or entity.

A default or event of default under any of our senior debt would not constitute a default or event of default under the Junior Subordinated Indenture. However, in the event of a payment default under, or acceleration of, our senior debt, the subordination provisions of the Junior Subordinated Indenture provide that no payments may be made in respect of the junior subordinated debentures until that senior debt has been paid in full or any payment default thereunder has been cured or waived. Failure to make required payments on the junior subordinated debentures would constitute an event of default under the Junior Subordinated Indenture.

Limited Purpose of Trust

The trust securities evidence a beneficial interest in the Trust and the Trust exists for the sole purpose of issuing its trust preferred securities and common securities and investing the proceeds in the junior subordinated debentures issued by Wilmington Trust. A principal difference between the rights of a holder of a trust preferred security and a holder of a junior subordinated debenture is that a holder of a junior subordinated debenture is entitled to receive from us the principal amount of, and interest accrued on, corresponding junior subordinated debentures held, while a holder of trust preferred securities is entitled to receive distributions from the Trust (or from us under the trust securities guarantee) if and to the extent the Trust has funds available for the payment of those distributions.

Rights Upon Dissolution

Upon any voluntary or involuntary dissolution, winding up, or liquidation of the Trust involving the liquidation of the junior subordinated debentures, after satisfaction of liabilities to creditors of the Trust in accordance with applicable law, the holders of the trust preferred securities will be entitled to receive, out of the assets held by the Trust, the liquidation distribution in cash. See “Description of Trust Preferred Securities—Liquidation Distribution Upon Dissolution.” Upon any voluntary or involuntary liquidation or bankruptcy of Wilmington Trust, the Property Trustee, as holder of the corresponding junior subordinated debentures, would be a subordinated creditor of Wilmington Trust, subordinated in right of payment to all senior debt as set forth in the Junior Subordinated Indenture, but entitled to receive payment in full of principal and interest before any of our stockholders receive distributions. Since we are the guarantor under the Trust Securities Guarantee and have agreed to pay for all costs, expenses, and liabilities of the Trust (other than the Trust’s obligations to the holders of its trust preferred securities), the positions of a holder of such trust preferred securities and a holder of such junior subordinated debentures relative to other creditors and to our stockholders in the event of liquidation or bankruptcy are expected to be substantially the same.

DESCRIPTION OF OTHER SECURITIES

We will set forth in the applicable prospectus supplement a description of any preferred stock, depositary shares, purchase contracts, units, warrants, or rights.

BOOK-ENTRY ISSUANCE

To the extent permitted under our Certificate of Incorporation and Bylaws, we may issue series of any securities as global securities and deposit them with a depositary with respect to that series. Unless otherwise indicated in the prospectus supplement, the following is a summary of the depositary arrangements applicable to securities issued in permanent global form and for which DTC will act as depositary (the “global securities”).

Each global security will be deposited with, or on behalf of, DTC, as depositary, or its nominee and registered in the name of a nominee of DTC. Except under the limited circumstances described below, global securities will not be exchangeable for certificated securities.

Only institutions that have accounts with DTC or its nominee (“DTC participants”) or persons that may hold interests through DTC participants may own beneficial interests in a global security. DTC will maintain records evidencing ownership of beneficial interests by DTC participants in the global securities and transfers of those

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ownership interests. DTC participants will maintain records evidencing ownership of beneficial interests in the global securities by persons that hold through those DTC participants and transfers of those ownership interests within those DTC participants. DTC has no knowledge of the actual beneficial owners of the securities. You will not receive written confirmation from DTC of your purchase, but we do expect that you will receive written confirmations providing details of the transaction, as well as periodic statements of your holdings from the DTC participant through which you entered the transaction. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of those securities in certificated form. Those laws may impair your ability to transfer beneficial interests in a global security.

DTC has advised us that upon the issuance of a global security and the deposit of that global security with DTC, DTC will immediately credit, on its book-entry registration and transfer system, the respective principal amounts represented by that global security to the accounts of DTC participants.

We will make payments on securities represented by a global security to DTC or its nominee, as the case may be, as the registered owner and holder of the global security representing those securities. DTC has advised us that upon receipt of any payment on a global security, DTC will immediately credit accounts of DTC participants with payments in amounts proportionate to their respective beneficial interests in that security, as shown in the records of DTC. Standing instructions and customary practices will govern payments by DTC participants to owners of beneficial interests in a global security held through those DTC participants, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name.” Those payments will be the sole responsibility of those DTC participants, subject to any statutory or regulatory requirements in effect from time to time.

None of Wilmington Trust, the Trust, the trustees, or any of our respective agents will have any responsibility or liability for any aspect of the records of DTC, any nominee, or any DTC participant relating to, or payments made on account of, beneficial interests in a global security or for maintaining, supervising, or reviewing any of the records of DTC, any nominee, or any DTC participant relating to those beneficial interests.

A global security is exchangeable for certificated securities registered in the name of a person other than DTC or its nominee only if:

• DTC notifies us that it is unwilling or unable to continue as depositary for that global security or DTC ceases to be registered under the Exchange Act and any other applicable regulation, and we do not appoint a successor depositary within 90 days of such notice or the Company becoming aware of such ineligibility; or

• we determine in our discretion that the global security will be exchangeable for certificated securities in registered form.

Any global security that is exchangeable as described in the preceding sentence will be exchangeable in whole for certificated securities in registered form, of like tenor, and of an equal aggregate principal amount as the global security, in denominations of $1,000 and integral multiples of $1,000 (or in denominations and integral multiples as otherwise specified in the applicable prospectus supplement). The registrar will register the certificated securities in the name or names instructed by DTC. We expect that those instructions may be based upon directions received by DTC from DTC participants with respect to ownership of beneficial interests in the global security. In the case of global securities, we will make payment of any principal and interest on the certificated securities and will register transfers and exchanges of those certificated securities at our office and/or at the office(s) of the paying agents we may designate from time to time. However, we may elect to pay interest by check mailed to the address of the person entitled to that interest payment as of the record date, as shown on the register for the securities.

Except as provided above, as an owner of a beneficial interest in a global security, you will not be entitled to receive physical delivery of securities in certificated form and will not be considered a holder of securities for any purpose under any of the indentures. No global security will be exchangeable except for another global security of like denomination and tenor to be registered in the name of DTC or its nominee. Accordingly, you must rely on the procedures of DTC and the DTC participant through which you own your interest to exercise any rights of a holder under the global security or the applicable indenture.

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We understand that, under existing industry practices, in the event that we request any action of holders, or an owner of a beneficial interest in a global security desires to take any action that a holder is entitled to take under the securities or the indentures, DTC would authorize the DTC participants holding the relevant beneficial interests to take that action, and those DTC participants would authorize beneficial owners owning through those DTC participants to take that action or would otherwise act upon the instructions of beneficial owners owning through them.

DTC has advised us that DTC is a limited purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered under the Exchange Act. DTC holds securities that DTC participants deposit with DTC. DTC also facilitates the settlement of securities transactions among DTC participants in deposited securities, such as transfers and pledges, through electronic computerized book-entry changes in accounts of the DTC participants, thereby eliminating the need for physical movement of securities certificates. DTC participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”), which is owned by the users of its regulated subsidiaries. Access to DTC’s system is also available to others, such as U.S. and non-U.S. securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. The rules applicable to DTC and DTC participants are on file with the SEC.

If specified in the applicable prospectus supplement, investors may elect to hold interests in the offered securities outside the United States through Clearstream Banking, société anonyme (“Clearstream”), or Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), if they are participants in those systems, or indirectly through organizations that are participants in those systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries. Those depositaries in turn hold those interests in customers’ securities accounts in the depositaries’ names on the books of DTC.

Clearstream has advised us that it is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry transfers between their accounts. Clearstream provides its participants with, among other things, services for safekeeping, administration, clearance, and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries through established depository and custodial relationships. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector, also known as the Commission de Surveillance du Secteur Financier. Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations, and other organizations. Clearstream’s participants in the United States are limited to securities brokers and dealers and banks. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers, and trust companies that clear through or maintain a custodial relationship with Clearstream participants.

Distributions with respect to interests in global securities held through Clearstream will be credited to cash accounts of its customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.

Euroclear has advised us that it was created to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. under contract with Euroclear plc, a U.K. corporation. Euroclear participants include banks, including central banks, securities brokers and dealers, and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

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Distributions with respect to interests in global securities held beneficially through Euroclear will be credited to the cash accounts of Euroclear participants in accordance with Euroclear’s terms and conditions and operating procedures and applicable Belgian law, to the extent received by the U.S. depositary for Euroclear.

Global Clearance and Settlement Procedures

Unless otherwise specified in a prospectus supplement with respect to a particular series of global securities, initial settlement for global securities will be made in immediately available funds. DTC participants will conduct secondary market trading with other DTC participants in the ordinary way in accordance with DTC rules. Thereafter, secondary market trades will settle in immediately available funds using DTC’s same day funds settlement system.

If the prospectus supplement specifies that interests in the global securities may be held through Clearstream or Euroclear, Clearstream customers and/or Euroclear participants will conduct secondary market trading with other Clearstream customers and/or Euroclear participants in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear. Secondary market trading between Euroclear participants and/or Clearstream customers will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC’s rules on behalf of the relevant European international clearing system by the U.S. depositary for that system; however, those cross-market transactions will require delivery by the counterparty in the relevant European international clearing system of instructions to that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary for that system to take action to effect final settlement on its behalf by delivering or receiving interests in global securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.

Because of time-zone differences, credits of interests in global securities received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Those credits or any transactions in global securities settled during that processing will be reported to the relevant Euroclear participants or Clearstream customers on that business day. Cash received in Clearstream or Euroclear as a result of sales of interests in global securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream, and Euroclear have agreed to the procedures described above in order to facilitate transfers of interests in global securities among DTC participants, Clearstream, and Euroclear, they are under no obligation to perform those procedures and those procedures may be discontinued at any time.

PLAN OF DISTRIBUTION

We or the Trust, as applicable, may sell the securities covered by this prospectus in one or more of the following ways from time to time:

• to or through underwriters or dealers for resale to the purchasers;

• directly to purchasers;

• through agents or dealers to the purchasers; or

• through a combination of any of these methods of sale.

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In addition, the securities may be issued as a dividend or distribution or in a subscription rights offering to existing holders of securities. In some cases, we may also repurchase securities and reoffer them to the public by one or more of the means described above.

In addition, we may enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. The applicable prospectus supplement may indicate that third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions to the extent not prohibited by law, regulation, or order, in connection with those derivatives. If so, the third party may use securities we pledge or that are borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in those sale transactions will be an underwriter and, if applicable, will be identified in the applicable prospectus supplement (or a post-effective amendment thereto).

A prospectus supplement with respect to each offering of securities will include, to the extent applicable:

• the terms of the offering;

• the name or names of any underwriters, dealers, remarketing firms, or agents and the terms of any agreement with those parties, including the compensation, fees, or commissions received by, and the amount of securities underwritten, purchased, or remarketed by, each of them, if any;

• the public offering price or purchase price of the securities and an estimate of the net proceeds to be received by us from any such sale, as applicable;

• any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;

• to the extent not contained herein, a description of the securities;

• the anticipated delivery date of the securities, including any delayed delivery arrangements, and any commissions we may pay for solicitation of any such delayed delivery contracts;

• that the securities are being solicited and offered directly to institutional investors or others;

• any discounts or concessions to be allowed or reallowed or to be paid to agents or dealers; and

• any securities exchange on which the securities may be listed.

Any offer and sale of the securities described in this prospectus by us, any underwriters, or other third parties described above may be effected from time to time in one or more transactions, including, without limitation, privately negotiated transactions, either:

• at a fixed public offering price or prices, which may be changed;

• at market prices prevailing at the time of sale;

• at prices related to prevailing market prices at the time of sale; or

• at negotiated prices.

Offerings of securities covered by this prospectus also may be made into an existing trading market for those securities in transactions at other than a fixed price, either:

• on or through the facilities of the NYSE or any other securities exchange or quotation or trading service on which those securities may be listed, quoted, or traded at the time of sale; and/or

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• to or through a market maker otherwise than on the NYSE or those other securities exchanges or quotation or trading services.

Those at-the-market offerings will be conducted by underwriters acting as principal or agent of Wilmington Trust or the Trust, who may also be third-party sellers of securities as described above.

In addition, we may sell some or all of the securities covered by this prospectus through:

• purchases by a dealer, as principal, who may then resell those securities to the public for its account at varying prices determined by the dealer at the time of resale or at a fixed price agreed to with us at the time of sale;

• block trades in which a dealer will attempt to sell as agent, but may position or resell a portion of the block as principal in order to facilitate the transaction; and/or

• ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers.

Any dealer may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities so offered and sold.

In connection with offerings made through underwriters or agents, we and/or the Trust may enter into agreements with those underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection with these arrangements, the underwriters or agents also may sell securities covered by this prospectus to hedge their positions in any such outstanding securities, including in short sale transactions to the extent not prohibited by law, regulation, or order. If so, the underwriters or agents may use the securities received from us or the Trust under those arrangements to close out any related open borrowings of securities.

We or the Trust may loan or pledge securities to a financial institution or other third party that in turn may sell the loaned securities or, in any event of default in the case of a pledge, sell the pledged securities using this prospectus and the applicable prospectus supplement. That financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities covered by this prospectus.

We or the Trust may solicit offers to purchase the securities covered by this prospectus directly from, and we or the Trust may make sales of those securities directly to, institutional investors or others, who may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of those securities.

The securities may also be offered and sold, if so indicated in a prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms acting as principals for their own accounts or as agents for us or the Trust.

If indicated in the applicable prospectus supplement, we may sell the securities through agents from time to time. We generally expect that any agent will be acting on a “best efforts” basis for the period of its appointment.

As one of the means of direct issuance of securities, we or the Trust may utilize the service of an entity through which we may conduct an electronic “dutch auction” or similar offering of the offered securities among potential purchasers who are eligible to participate in the auction or offering of those offered securities, if so described in the applicable prospectus supplement.

We or the Trust may authorize underwriters, dealers, or agents to solicit offers by certain purchasers to purchase the securities from us or the Trust at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The delayed delivery contracts will be subject only to those conditions set forth in the applicable prospectus supplement.

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If underwriters are used in any sale of any securities, the securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Unless otherwise stated in a prospectus supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions, and the underwriters will be obligated to purchase all of that series of securities if any are purchased.

Underwriters, dealers, agents, and remarketing firms may at the time of any offering of securities be entitled under agreements entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the underwriters, dealers, agents, and remarketing firms may be required to make. Underwriters, dealers, agents, and remarketing agents may be customers of, engage in transactions with, or perform services in the ordinary course of business for us and/or our affiliates.

Unless otherwise indicated in the applicable prospectus supplement, and except for offerings of our common stock, each series of securities will be a new issue of securities and will have no established trading market. The securities sold pursuant to this prospectus may or may not be listed on a national securities exchange or foreign securities exchange. No assurance can be given as to the liquidity or activity of any trading in the offered securities.

Any underwriters to whom securities covered by this prospectus are sold by us for public offering and sale, if any, may make a market in the securities, but those underwriters will not be obligated to do so and may discontinue any market making at any time without notice.

In compliance with the guidelines of FINRA, no FINRA member may receive an amount of underwriting compensation in connection with a public offering of securities that is unfair or unreasonable. For determining the maximum amount of underwriting compensation considered fair and reasonable, the following factors are taken into consideration: the offering proceeds, the amount of risk assumed by the underwriter and related persons, and the type of securities being offered. FINRA guidelines note that fair and reasonable compensation generally will vary directly with the amount of risk assumed by participating members, and inversely with the dollar amount of the offering proceeds.

If more than 10% of the net proceeds of any offering of securities made under this prospectus will be received by FINRA members participating in the offering or affiliates or associated persons of those FINRA members, the offering will be conducted in accordance with NASD Conduct Rule 2710(h).

Selling securityholders may use this prospectus in connection with resales of the securities covered by this prospectus. The applicable prospectus supplement will identify the selling securityholders, the terms of the securities, and the plan of distribution for those securities. Selling securityholders may be deemed to be underwriters in connection with the securities they resell and any profits on the sales may be deemed to be underwriting discounts and commissions under the Securities Act. The selling securityholders will receive all the proceeds from their sale of the securities. We will not receive any proceeds from sales by selling securityholders.

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LEGAL MATTERS

Unless otherwise specified in the applicable prospectus supplement, the validity of the securities of Wilmington Trust Corporation covered by this prospectus will be passed upon for us by Gerard A. Chamberlain, Esquire, Deputy General Counsel and Vice President. Mr. Chamberlain is an employee of Wilmington Trust Company and owns stock and options to purchase greater than 500 shares of stock of Wilmington Trust Corporation. Certain matters of Delaware law relating to the validity of the trust preferred securities will be passed upon for the Trust and us by Richards, Layton & Finger, P.A., special Delaware counsel for the Trust. If legal matters in connection with offerings made by this prospectus are passed on by counsel for the underwriters, dealers, or agents, if any, that counsel will be named in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of Wilmington Trust Corporation as of December 31, 2007 and 2006, and for each of the years in the three-year period ended December 31, 2007, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2007 financial statements refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123 (revised), “Share-Based Payment,” effective January 1, 2006, and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” effective December 31, 2006.

-47-

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

          The following table sets forth the estimated costs and expenses, payable by us in connection with the distribution of the securities being registered.

SEC Registration Fees	$	#
Rating Agency Fees		425,000
Printing and engraving fees		55,000
Accountant fees and expenses		450,000
Legal fees and expenses		550,000
Trustees’, Registrar and Transfer Agents’, and Depositaries’ fees and expenses		150,000
Miscellaneous expenses		70,000
Total		1,630,000	*

#	Deferred in reliance on Rule 456(b) and 457(r). Through the date hereof, we have paid $13,755 in SEC registration fees under this registration statement.
*	Plus SEC Registration Fees.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Restated Certificate of Incorporation provides that a director will not be liable to Wilmington Trust or its stockholders for monetary damages for breach of fiduciary duty as a director, unless that limitation on liability is not permitted under Delaware’s General Corporation Law. Our Bylaws provide that we will indemnify a person threatened to be made a party or otherwise involved in any proceeding because he or she is or was our director, or is or was serving at our written request as a director, officer, employee, or agent of another entity, against liability that person suffers and expenses that person incurs. Our Bylaws provide that we may indemnify a person threatened to be made a party or otherwise involved in any proceeding because he or she is or was our officer or employee against liability that person suffers and expenses that person bears. We must indemnify a person in connection with a proceeding that person initiates only if our Board of Directors authorized that proceeding, In addition, we have directors’ and officers’ liability insurance policies which, under certain circumstances, insure directors and officers against the cost of defense, settlement, or payment of judgment.

Section 145 of Delaware’s General Corporation Law provides that a corporation may indemnify its officers, directors, employees, and agents (or persons who served, at the corporation’s request, as officers, directors, employees, or agents of another corporation) against expenses they incur in defending any action as a result of being a director, officer, employee, or agent if that person acted in good faith and in a manner reasonably believed to be in or not opposed to the corporation’s best interests. In the case of any criminal action or proceeding, the individual must have had no reason to believe his or her conduct was unlawful.

ITEM 16. EXHIBITS

The exhibits to this registration statement are listed in the Exhibit Index, which appears elsewhere herein and is incorporated by reference herein.

II-1

ITEM 17. UNDERTAKINGS

(a) Each of the undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, That:

(A) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the

II-2

date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by that undersigned registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and
(iv)	Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

(b)

The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of either registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the applicable registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-3

(d) The undersigned registrants hereby undertake that:

(1)

For purposes of determining liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by a registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e) The undersigned registrants hereby undertake to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act (‘Act’) in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Act.

II-4

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, Wilmington Trust Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on January 12, 2009.

	WILMINGTON TRUST CORPORATION
Dated: January 12, 2009	By:	/s/ David R. Gibson
		David R. Gibson
		Executive Vice President and Chief Financial Officer

* * * * *

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Ted T. Cecala	Director, Chairman of the Board, and Chief Executive Officer (Principal Executive Officer)	January 12, 2009
* Robert V.A. Harra Jr.	Director, President, and Chief Operating Officer	January 12, 2009
* David R. Gibson	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	January 12, 2009
* Kevyn N. Rakowski	Senior Vice President and Controller (Principal Accounting Officer)	January 12, 2009
* Carolyn S. Burger	Director	January 12, 2009
*	Director	January 12, 2009
Thomas L. duPont
* R. Keith Elliott	Director	January 12, 2009
* Donald E. Foley	Director	January 12, 2009

II-5

Signature	Title	Date
* Gailen Krug	Director	January 12, 2009
* Rex L. Mears	Director	January 12, 2009
* Stacey J. Mobley	Director	January 12, 2009
* Michele M. Rollins	Director	January 12, 2009
* David P. Roselle	Director	January 12, 2009
* Oliver R. Sockwell	Director	January 12, 2009
* Robert W. Tunnell Jr.	Director	January 12, 2009
* Susan D. Whiting	Director	January 12, 2009
/s/ Gerard A. Chamberlain Gerard A. Chamberlain		January 12, 2009
Attorney-in-fact

II-6

          Pursuant to the requirements of the Securities Act of 1933, Wilmington Capital Trust A certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on January 12, 2009.

WILMINGTON CAPITAL TRUST A
By: Wilmington Trust Corporation, as Sponsor
By:	/s/ Gerard A. Chamberlain
	Gerard A. Chamberlain Administrator

II-7

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
1.1	Form of Underwriting Agreement for Debt Securities. 1
1.2	ATM Equity Offering Sales Agreement. 2
1.3	Form of Underwriting Agreement for Common Stock. 3
1.4	Form of Underwriting Agreement for Preferred Stock. 3
1.5	Form of Underwriting Agreement for Depositary Shares. 3
1.6	Form of Underwriting Agreement for Purchase Contracts. 3
1.7	Form of Underwriting Agreement for Units. 3
1.8	Form of Underwriting Agreement for Warrants. 3
1.9	Form of Underwriting Agreement for Rights. 3
1.10	Form of Underwriting Agreement for Trust Preferred Securities. 3
1.11	Letter Agreement including the Securities Purchase Agreement — Standard Terms incorporated therein, dated December 12, 2008, between Wilmington Trust Corporation and the United States Department of the Treasury.12
3.1	Amended and Restated Certificate of Incorporation of the Corporation (Commission File Number 1-14659).4
3.2	Amended and Restated Bylaws of the Corporation (Commission File Number 1-14659).5
4.1	Amended and Restated Rights Agreement dated as of December 16, 2004 between Wilmington Trust Corporation and Wells Fargo Bank, N.A. (Commission File Number 1-14659).6
4.2	Indenture relating to Subordinated Debt Securities dated as of May 4, 1998 between Wilmington Trust Corporation and Norwest Bank Minnesota, National Association.7
4.3	Form of Indenture relating to Senior Debt Securities.8
4.4	Form of Indenture relating to Junior Subordinated Debentures. 9
4.5	Form of Subordinated Debt Security (included in Exhibit 4.2).
4.6	Form of Senior Debt Security (included in Exhibit 4.3).
4.7	Form of 8.50% Subordinated Note due 2018.10
4.8	Form of Junior Subordinated Debenture (included in Exhibit 4.4 filed herewith).
4.9	Certificate of Trust of Wilmington Trust Capital A.9
4.10	Trust Agreement of Wilmington Trust Capital A.9

EXHIBIT NO.	DESCRIPTION
4.11	Form of Amended and Restated Trust Agreement of Wilmington Trust Capital A.9
4.12	Form of Trust Preferred Security (included in Exhibit 4.10 filed herewith).
4.13	Form of Guarantee Agreement between Wilmington Trust Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee. 9
4.14	Form of Preferred Stock. 3
4.15	Form of Deposit Agreement. 3
4.16	Form of Purchase Contracts. 3
4.17	Form of Warrant. 3
4.18	Form of Rights Agreement. 3
4.19	Form of Certificate for Series A Preferred Stock.13
4.20	Warrant to purchase shares of Common Stock issued on December 12, 2008. 14
5.1	Opinion of Gerard A. Chamberlain, Deputy General Counsel and Vice President of the Corporation, as to the validity of the debt securities, common stock, preferred stock, junior subordinated debentures, depositary shares, purchase contracts, units, warrants, rights, and guarantees of Wilmington Trust Corporation. 9
5.2	Opinion of Richards, Layton & Finger, P.A. as to the validity of the Trust Preferred Securities of Wilmington Trust Capital A.9
5.3	Opinion of Gerard A. Chamberlain, Deputy General Counsel and Vice President of the Corporation, as to the validity of the preferred stock, warrants, and common stock of Wilmington Trust Corporation issued under the Purchase Agreement. 9
12.1	Statement Regarding Computation of Ratios of Earnings to Fixed Charges. 9
23.1	Consent of KPMG LLP.9
23.2	Consent of Gerard A. Chamberlain, Deputy General Counsel and Vice President of the Corporation (included in Exhibits 5.1 and 5.3 hereto). 9
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2 hereto). 9
24.1	Power of Attorney (included on signature pages to the original registration statement filed on November 29, 2007).
25.1	Statement of Eligibility of Trustee on Form T-1 for Wells Fargo Bank, N.A., as Trustee under the Indenture for Subordinated Debt Securities. 11
25.2	Statement of Eligibility of Trustee on Form T-1 for Wells Fargo Bank, N.A., as Trustee under the Indenture for Senior Debt Securities. 9
25.3	Statement of Eligibility of Trustee on Form T-1 for Wells Fargo Bank, N.A., as Trustee under the Indenture for Junior Subordinated Debentures. 9
25.4	Statement of Eligibility of Trustee on Form T-1 for Wells Fargo Bank, N.A., as Trustee under the Guarantee Agreement with respect to the Trust Preferred Securities of Wilmington Trust Capital A.9

EXHIBIT NO.	DESCRIPTION
25.5	Statement of Eligibility of Trustee on Form T-1 for Wells Fargo Bank, N.A., as Trustee under the Amended and Restated Trust Agreement with respect to the Trust Preferred Securities of Wilmington Trust Capital A.9

1	Previously filed as Exhibit 1.1 to the Form S-3 of Wilmington Trust Corporation filed on March 31, 1998.
2	Incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on September 22, 2008.
3	To be filed as an Exhibit to a Current Report on Form 8-K or other report to be filed by the Corporation pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated by reference herein.
4	Incorporated by reference to Exhibit 3(a) to the Report on Form S-8 of Wilmington Trust Corporation filed on October 31, 1991.
5	Incorporated by reference to Exhibit 1 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 22, 2004.
6	Incorporated by reference to Exhibit 1 to the Form 8-A/A of Wilmington Trust Corporation filed on December 22, 2004.
7	Previously filed as Exhibit 4.2 to the Form S-3 of Wilmington Trust Corporation filed on November 29, 2007.
8	Previously filed as Exhibit 4.1 to the Form S-3 of Wilmington Trust Corporation filed on March 31, 1998.
9	Filed herewith.
10	Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on April 1, 2008.
11	Previously filed as Exhibit 25.1 to the Form S-3 of Wilmington Trust Corporation filed on November 29, 2007.
12	Previously filed as Exhibit 10.1 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 16, 2008.
13	Previously filed as Exhibit 4.1 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 16, 2008.
14	Previously filed as Exhibit 4.2 to the Current Report on Form 8-K of Wilmington Trust Corporation filed on December 16, 2008.

EX-4.4

Exhibit 4.4

WILMINGTON TRUST CORPORATION

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
Trustee

Junior Subordinated Indenture

Dated as of            , 20

Junior Subordinated Debentures

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310 (a)(1)	6.09
(a)(2)	6.09
(a)(3)	NA
(a)(4)	NA
(a)(5)	6.09
(b)	6.08
(c)	NA
311 (a)	6.13
(b)	6.13
(c)	NA
312 (a)	7.01
(b)	7.02
(c)	7.02
313 (a)	7.03
(b)(1)	7.03
(b)(2)	7.03
(c)	7.03
(d)	7.03
314 (a)	7.04;10.04
(b)	NA
(c)(1)	3.03; 7.04
(c)(2)	3.03; 7.04
(c)(3)	NA
(d)	NA
(e)	1.02
(f)	NA
315 (a)	6.01
(b)	6.02
(c)	6.01
(d)	6.01
(e)	6.07
316 (a)(1)(A)	5.12
(a)(1)(B)	5.13
(a)(2)	NA
(b)	5.08
(c)	1.04
317 (a)(1)	5.03
(a)(2)	5.04
(b)	10.03
318 (a)	1.07
(b)	NA
(c)	1.07

* This Cross-Reference Table is not part of the Indenture.

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TABLE OF CONTENTS

	Page
ARTICLE ONE Definitions and Other Provisions of General Application		1
SECTION 1.01. Definitions		1
SECTION 1.02. Compliance Certificates and Opinions		10
SECTION 1.03. Form of Documents Delivered to Trustee		10
SECTION 1.04. Acts of Holders		11
SECTION 1.05. Notices to Trustee and Company		13
SECTION 1.06. Notice to Holders; Waiver		13
SECTION 1.07. Conflict with Trust Indenture Act		14
SECTION 1.08. Effect of Headings and Table of Contents		14
SECTION 1.09. Successors and Assigns		14
SECTION 1.10. Separability Clause		14
SECTION 1.11. Benefits of Indenture		14
SECTION 1.12. Governing Law		15
SECTION 1.13. Non-Business Days		15
ARTICLE TWO Security Forms		15
SECTION 2.01. Forms Generally		15
SECTION 2.02. Form of Trustee’s Certificate of Authentication		16
SECTION 2.03. Global Securities		16
ARTICLE THREE The Securities		17
SECTION 3.01. Title and Terms		17
SECTION 3.02. Denominations		20
SECTION 3.03. Execution, Authentication, Delivery, and Dating		20
SECTION 3.04. Temporary Securities		22
SECTION 3.05. Global Securities		23
SECTION 3.06. Registration, Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Legends		24
SECTION 3.07. Mutilated, Destroyed, Lost, and Stolen Securities		27
SECTION 3.08. Payment of Interest and Additional Interest; Interest Rights Preserved		27
SECTION 3.09. Persons Deemed Owners		29
SECTION 3.10. Cancellation		29
SECTION 3.11. Computation of Interest		29
SECTION 3.12. Deferrals of Interest Payment Dates		29
SECTION 3.13. Right of Set-Off		31
SECTION 3.14. Agreed Tax Treatment		31
SECTION 3.15. Shortening or Extension of Stated Maturity		31
SECTION 3.16. CUSIP Numbers		31
ARTICLE FOUR Satisfaction and Discharge		32

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	Page
SECTION 4.01. Satisfaction and Discharge of Indenture		32
SECTION 4.02. Application of Trust Money		33
ARTICLE FIVE Remedies		33
SECTION 5.01. Events of Default		33
SECTION 5.02. Acceleration Event of Default; Acceleration of Maturity; Rescission and Annulment		34
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee		35
SECTION 5.04. Trustee May File Proofs of Claim		36
SECTION 5.05. Trustee May Enforce Claim Without Possession of Securities		37
SECTION 5.06. Application of Money Collected		37
SECTION 5.07. Limitation on Suits		37
SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium, and Interest; Direct Action by Holders of Preferred Securities		38
SECTION 5.09. Restoration of Rights and Remedies		38
SECTION 5.10. Rights and Remedies Cumulative		39
SECTION 5.11. Delay or Omission Not Waiver		39
SECTION 5.12. Control by Holders		39
SECTION 5.13. Waiver of Past Defaults		40
SECTION 5.14. Undertaking for Costs		40
SECTION 5.15. Waiver of Usury, Stay, or Extension Laws		40
ARTICLE SIX The Trustee		41
SECTION 6.01. Certain Duties and Responsibilities		41
SECTION 6.02. Notice of Defaults		42
SECTION 6.03. Certain Rights of Trustee		42
SECTION 6.04. Not Responsible for Recitals or Issuance of Securities		43
SECTION 6.05. May Hold Securities		43
SECTION 6.06. Money Held in Trust		43
SECTION 6.07. Compensation and Reimbursement		43
SECTION 6.08. Disqualification; Conflicting Interests		44
SECTION 6.09. Corporate Trustee Required; Eligibility		44
SECTION 6.10. Resignation and Removal; Appointment of Successor		45
SECTION 6.11. Acceptance of Appointment by Successor		46
SECTION 6.12. Merger, Conversion, Consolidation, or Succession to Business		47
SECTION 6.13. Preferential Collection of Claims Against Company		47
SECTION 6.14. Appointment of Authenticating Agent		47
ARTICLE SEVEN Holder’s Lists and Reports by Trustee And Company		49
SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders		49
SECTION 7.02. Preservation of Information, Communications to Holders		49
SECTION 7.03. Reports by Trustee		50
SECTION 7.04. Reports by Company		50

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	Page
ARTICLE EIGHT Consolidation, Merger, Conveyance, Transfer, or Lease		50
SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms		50
SECTION 8.02. Successor Person Substituted		51
ARTICLE NINE Supplemental Indentures		51
SECTION 9.01. Supplemental Indentures without Consent of Holders		51
SECTION 9.02. Supplemental Indentures with Consent of Holders		52
SECTION 9.03. Execution of Supplemental Indentures		54
SECTION 9.04. Effect of Supplemental Indentures		54
SECTION 9.05. Conformity with Trust Indenture Act		54
SECTION 9.06. Reference in Securities to Supplemental Indentures		54
ARTICLE TEN Covenants		55
SECTION 10.01. Payment of Principal, Premium, and Interest		55
SECTION 10.02. Maintenance of Office or Agency		55
SECTION 10.03. Money for Security Payments to be Held in Trust		55
SECTION 10.04. Statement as to Compliance		57
SECTION 10.05. Waiver of Certain Covenants		57
SECTION 10.06. Additional Sums		57
SECTION 10.07. Additional Covenants		58
SECTION 10.08. Original Issue Discount		59
ARTICLE ELEVEN Redemption of Securities		59
SECTION 11.01. Applicability of This Article		59
SECTION 11.02. Election to Redeem; Notice to Trustee		59
SECTION 11.03. Selection of Securities to be Redeemed		59
SECTION 11.04. Notice of Redemption		60
SECTION 11.05. Deposit of Redemption Price		61
SECTION 11.06. Payment of Securities Called for Redemption		61
SECTION 11.07. Right of Redemption of Securities Initially Issued to an Issuer Trust		61
ARTICLE TWELVE Sinking Funds		62
SECTION 12.01. Applicability of Article		62
SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities		62
SECTION 12.03. Redemption of Securities for Sinking Fund		63
ARTICLE THIRTEEN Subordination of Securities		64
SECTION 13.01. Securities Subordinate to Senior Indebtedness		64
SECTION 13.02. No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon Dissolution, etc.		64
SECTION 13.03. Payment Permitted If No Default		66
SECTION 13.04. Subrogation to Rights of Holders of Senior Indebtedness		66

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	Page
SECTION 13.05. Provisions Solely to Define Relative Rights		67
SECTION 13.06. Trustee to Effectuate Subordination		67
SECTION 13.07. No Waiver of Subordination Provisions		67
SECTION 13.08. Notice to Trustee		68
SECTION 13.09. Reliance on Judicial Order or Certificate of Liquidating Agent		69
SECTION 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness		69
SECTION 13.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights		69
SECTION 13.12. Article Applicable to Paying Agents		69

- vi -

     THIS JUNIOR SUBORDINATED INDENTURE is entered into as of                     , between WILMINGTON TRUST CORPORATION , a corporation organized and existing under the laws of the state of Delaware (hereinafter called the “Company”), having its principal executive office at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (hereinafter called the “Trustee”), having an address at 919 North Market Street, Suite 1600, Wilmington, DE 19801.

RECITALS OF THE COMPANY

     WHEREAS, the Company deems it necessary or advisable from time to time to issue its unsecured junior subordinated debentures in one or more series (hereinafter called the “Securities”) as hereinafter set forth, including Securities issued to evidence loans made to the Company of the proceeds from the issuance from time to time by one or more statutory or business trusts (each an “Issuer Trust”) of undivided preferred beneficial interests in the assets of such Issuer Trusts (the “Preferred Securities”) and undivided common beneficial interests in the assets of such Issuer Trusts (the “Common Securities” and, collectively with the Preferred Securities, the “Trust Securities”), and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

     WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE ONE

Definitions and Other Provisions of General Application

SECTION 1.01. Definitions.

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

     (i) the term “this Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities established as contemplated by Section 3.01;

     (ii) all references in this instrument to designated “Articles,” “Sections,” and other subdivisions are to the designated Articles, Sections, and other subdivisions of this Indenture. The words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, or other subdivision;

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

     (iv) 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;

     (v) The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation;”

     (vi) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles; and

     (vii) Whenever the context may require, any gender shall be deemed to include the other.

     “Acceleration Event of Default” means an event described in clauses (iv) through (vi) of Section 5.01.

     “Act” when used with respect to any Holder has the meaning specified in Section 1.04.

     “Additional Interest” means the interest, if any, that accrues on any interest on the Securities of any series the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security.

     “Additional Sums” has the meaning specified in Section 10.06.

     “Additional Taxes” means any additional taxes, duties, and other governmental charges to which an Issuer Trust has become subject from time to time as a result of a Tax Event.

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

     “Agent Member” means any member of, or participant in, the Depositary.

     “Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for that Security, in each case to the extent applicable to such transaction and as in effect from time to time.

     “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

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     “Authorized Officer” means the Chairman of the Board, the President, Vice Chairman of the Board, a Vice President, the Treasurer, the Secretary, the Controller, an Assistant Controller, an Assistant Treasurer, or an Assistant Secretary of the Company.

     “Bankruptcy Code” means Title 11 of the United States Code or any successor statute thereto, in each case as amended from time to time.

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

     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of that certification, and delivered to the Trustee.

     “Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in Wilmington, Delaware are authorized or required by law or executive order to remain closed, or (iii) a day on which the Corporate Trust Office of the Trustee, or, with respect to the Securities of a series initially issued to an Issuer Trust for so long as such Securities are held by that Issuer Trust, the “Corporate Trust Office” (as defined in the related Trust Agreement) of the Property Trustee under the related Trust Agreement, is closed for business.

     “Capital Treatment Event” means, in respect of any Issuer Trust, the reasonable determination by the Company (as evidenced by an Officers’ Certificate delivered to the Trustee) that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws or any rules or regulations thereunder of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws, rules, or regulations, which amendment or change is effective or which pronouncement, action, or decision is announced on or after the date of the issuance of the Preferred Securities of that Issuer Trust, there is more than an insubstantial risk that the Company will not be entitled to treat the maximum portion allowed by the Federal Reserve Board of the aggregate Liquidation Amount (as such term is defined in the related Trust Agreement) of such Preferred Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Federal Reserve Board, as then in effect and applicable to the Company.

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

     “Common Securities” has the meaning specified in the first recital of this Indenture.

     “Common Stock” means the common stock, par value $1.00 per share, of the Company.

     “Company” means the Person named as the “Company” in the first paragraph of this instrument until any successor Corporation shall have become such pursuant to the applicable

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provisions of this Indenture, and thereafter “Company” shall mean any such successor Corporation.

     “Company Request” and “Company Order” mean, respectively, the written request or order signed in the name of the Company by an Authorized Officer and delivered to the Trustee.

     “Corporate Trust Office” means the office of the Trustee at which at any particular time the trust activities contemplated by this Indenture shall be principally administered.

     “Corporation” includes a corporation, association, company, limited liability company, joint-stock company, or statutory or business trust.

     “Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent and without duplication: (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes, or other similar instruments, including obligations incurred in connection with the acquisition of property, assets, or businesses; (iii) every reimbursement obligation of that Person with respect to letters of credit, bankers’ acceptances, or similar facilities issued for the account of that Person; (iv) every obligation of that Person issued or assumed as the deferred purchase price of property or services, excluding trade accounts payable or accrued liabilities arising in the ordinary course of business; (v) every capital lease obligation of that Person; (vi) all indebtedness of the Company, whether incurred on or prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options, and swaps and similar arrangements; and (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, that Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise.

     “Defaulted Interest” has the meaning specified in Section 3.08.

     “Delaware Trustee” means, with respect to any Issuer Trust, the Person identified as the “Delaware Trustee” in the related Trust Agreement, solely in its capacity as Delaware Trustee of such Issuer Trust under that Trust Agreement and not in its individual capacity, or its successor in interest in that capacity, or any successor Delaware trustee appointed as provided therein.

     “Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.01 with respect to that series (or any successor thereto).

     “Discount Security” means any security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

     “Distributions,” with respect to the Trust Securities issued by an Issuer Trust, means amounts payable in respect of such Trust Securities as provided in the related Trust Agreement and referred to therein as “Distributions.”

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     “Dollar” or “$” means the currency of the United States of America that, as at the time of payment, is legal tender for the payment of public and private debts.

     “Event of Default,” unless otherwise specified with respect to a series of Securities as contemplated by Section 3.01, has the meaning specified in Article Five.

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

     “Expiration Date” has the meaning specified in Section 1.04.

     “Extension Period” has the meaning specified in Section 3.12.

     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Indenture the Federal Reserve Board is not existing and performing the duties now assigned to it, then the body performing such duties at that time.

     “Global Security” means a Security in the form prescribed in Section 2.03 evidencing all or part of a series of Securities, issued to the Depositary or its nominee for that series, and registered in the name of that Depositary or its nominee.

     “Guarantee Agreement” means, with respect to any Issuer Trust, the Guarantee Agreement executed by the Company for the benefit of the Holders of the Preferred Securities issued by that Issuer Trust as modified, amended, or supplemented from time to time.

     “Holder” means a Person in whose name a Security is registered in the Securities Register.

     “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of each particular series of Securities established as contemplated by Section 3.01.

     “Interest Payment Date” means, as to each series of Securities, the Stated Maturity of an installment of interest on such Securities.

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

     “Investment Company Event” means the receipt by an Issuer Trust of an Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in such matters to the effect that, as a result of the occurrence of a change in law or regulation or a written change (including any announced prospective change) in interpretation or application of law or regulation by any legislative body, court, governmental agency, or regulatory authority, there is more than an insubstantial risk that such Issuer Trust is or will be considered an “investment company” that is required to be registered under the Investment Company Act, which change or prospective

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change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the Preferred Securities of that Issuer Trust.

     “Issuer Trust” has the meaning specified in the first recital of this Indenture.

     “Maturity” when used with respect to any Security means the date on which the principal of that Security becomes due and payable as provided therein or herein, whether at the Stated Maturity or by declaration of acceleration, call for redemption, or otherwise.

     “Notice of Default” means a written notice of the kind specified in Section 5.01(iii).

     “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board, or a Vice President and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary, or an Assistant Secretary of the Company, and delivered to the Trustee. Each such certificate shall contain the statements set forth in Section 1.02, if applicable.

     “Opinion of Counsel” means a written opinion of counsel, who may be an employee of the Company, and who shall be reasonably acceptable to the Trustee. Each such opinion shall contain the statements set forth in Section 1.02, if applicable.

     “Original Issue Date” means the date of issuance specified as such in each Security.

     “Outstanding” means, when used in reference to any Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

     (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

     (ii) Securities for whose payment money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; and

     (iii) Securities in substitution for or in lieu of which other Securities have been authenticated and delivered or that have been paid pursuant to Section 3.07, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding, and legal obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Securities that the Trustee knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the

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Company or such other obligor. Upon the written request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Company to be owned or held by or for the account of the Company, or any other obligor on the Securities or any Affiliate of the Company or such obligor, and subject to the provisions of Section 6.01, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts set forth therein and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination. Notwithstanding anything herein to the contrary, Securities of any series initially issued to an Issuer Trust that are owned by such Issuer Trust shall be deemed to be Outstanding notwithstanding the ownership by the Company or an Affiliate of any beneficial interest in that Issuer Trust.

     “Paying Agent” means the Trustee or any Person authorized by the Company to pay the principal, premium, if any, or interest on, or other amounts in respect of, any Securities on behalf of the Company.

     “Person” means any individual, Corporation, partnership, joint venture, trust, unincorporated organization, or government, any agency or political subdivision thereof, or any other entity of any nature whatsoever.

     “Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of and premium, if any, and interest on the Securities of that series are payable pursuant to Sections 3.01, 3.08, and 3.12.

     “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by that particular Security. For the purposes of this definition, any security authenticated and delivered under Section 3.07 in lieu of a mutilated, destroyed, lost, or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost, or stolen Security.

     “Preferred Securities” has the meaning specified in the first recital of this Indenture.

     “Proceeding” has the meaning specified in Section 13.02.

     “Property Trustee” means, with respect to any Issuer Trust, the Person identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity as Property Trustee of that Issuer Trust under that Trust Agreement and not in its individual capacity, its successor in interest in that capacity, or any successor property trustee appointed as provided in that Trust Agreement.

     “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for that redemption by or pursuant to this Indenture or the terms of that Security.

     “Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

     “Regular Record Date” for the interest payable on any Interest Payment Date with respect to the Securities of a series means, unless otherwise provided pursuant to Section 3.01 with

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respect to Securities of that series, the date that is fifteen days next preceding that Interest Payment Date whether or not that date is a Business Day.

     “Responsible Officer,” when used with respect to the Trustee, means any officer of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom that matter is referred because of his knowledge of and familiarity with the particular subject.

     “Rights Plan” means a plan of the Company providing for the issuance by the Company to all holders of its Common Stock, par value $1.00 per share, of rights entitling the holders thereof to subscribe for or purchase shares of participating preferred stock of the Company which rights (i) are deemed to be transferred with such shares of such Common Stock, and (ii) are also issued in respect of future issuances of that Common Stock, in each case until the occurrence of a specified event or events.

     “Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture.

     “Securities Register” has the meaning specified in Section 3.06.

     “Securities Registrar” has the meaning specified in Section 3.06.

     “Senior Indebtedness” means the principal of, premium, if any, and interest on: (i) all of the Company’s indebtedness for money borrowed, other than the Securities, whether outstanding on the date of execution of this Indenture or thereafter created, assumed, or incurred, except such indebtedness as is by its terms expressly stated to be not superior in right of payment to the Securities or to rank pari passu with the Securities; and (ii) any deferrals, renewals, or extensions of any such Senior Indebtedness. The term “indebtedness for money borrowed” as used in the foregoing sentence shall include, without limitation, any obligation of, or any obligation guaranteed by, the Company for the repayment of borrowed money, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets.

     “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.08.

     “Stated Maturity,” when used with respect to any Security or any installment of principal thereof, premium, if any, or interest (including any Additional Interest) thereon, means the date specified pursuant to the terms of that Security as the fixed date on which the principal of that Security or that installment of principal, premium, if any, or interest (including any Additional Interest) is due and payable, as that date may, in the case of the stated maturity of the principal on any security, be shortened or extended as provided pursuant to the terms of that Security and this Indenture and, in the case of any installment of interest, subject to the deferral of any such date in the case of any Extension Period.

     “Subsidiary” means a Corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition, “voting

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stock” means stock that ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

     “Successor Security” of any particular Security means every Security issued after, and evidencing all or a portion of the same debt as that evidenced by, that particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.07 in exchange for or in lieu of a mutilated, destroyed, lost, or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost ,or stolen Security.

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

     “Trust Agreement” means, with respect to any Issuer Trust, the trust agreement or other governing instrument of that Issuer Trust, as the same may be amended, restated, or supplemented from time to time.

     “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument, solely in its capacity as such and not in its individual capacity, until a successor Trustee has become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

     “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended and as in effect on the date as of this Indenture, except as otherwise expressly provided herein.

     “Trust Securities” has the meaning specified in the first recital of this Indenture.

     “Vice President,” when used with respect to the Company, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

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SECTION 1.02. Compliance Certificates and Opinions.

     Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of that counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of those documents is specifically required by any provision of this Indenture relating to that particular application or request, no additional certificate or opinion need be furnished.

     Except as otherwise expressly provided in this Indenture, every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

     (i) a statement that each individual signing that certificate or opinion has read that covenant or condition and the definitions herein relating thereto;

     (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in that certificate or opinion are based;

     (iii) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not that covenant or condition has been complied with; and

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

SECTION 1.03. Form of Documents Delivered to Trustee.

     In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

     Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless that officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to those factual matters is in the possession of the Company, unless that counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to those matters are erroneous.

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     Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 1.04. Acts of Holders.

     (i) Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Indenture to be given or taken by Holders or Holders of any series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by those Holders in person or by an agent duly appointed in writing. Except as otherwise expressly provided herein, that action shall become effective when that instrument or instruments or record or both are delivered to the Trustee, and, where it is hereby expressly required, to the Company. That instrument or instruments and any such record, and the action embodied therein and evidenced thereby, are herein sometimes referred to as the “Act” of the Holders signing that instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Security, shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

     (ii) 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 that execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing that instrument or writing acknowledged to him the execution thereof. Where that execution is by or on behalf of any legal entity other than an individual, that certificate or affidavit shall also constitute proof of the authority of the Person executing the same. 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 the Trustee deems sufficient in its reasonable discretion.

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

     (iv) Any request, demand, authorization, direction, notice, consent, waiver, or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof, in exchange therefor, or in lieu thereof, in respect of any action taken, suffered, or omitted by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon that Security.

     (v) The Company may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders of Securities of any series entitled to give any request, demand, authorization, direction, notice, consent, or waiver, take any other Act, or vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders of Securities of that series. If not set by the Company prior to the first solicitation of a Holder of Securities of that Series made by any Person in respect of any such action, or in the case of any such vote, prior to that vote, that record date shall be the later of 30 days prior to the first solicitation of that consent or the date of the most recent list of Holders of those Securities furnished to the Trustee pursuant to

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Section 6.01 prior to that solicitation. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on that record date, and no other Holders, shall be entitled to take the relevant action, whether or not those Holders remain Holders after that record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding Securities of that series on that record date. Except as prohibited by the Trust Indenture Act, nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph, whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect, and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date that action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of that record date, the proposed action by Holders, and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.

     (vi) The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings referred to in Section 5.07(ii), or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of that series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of that series on that record date, and no other Holders, shall be entitled to join in that notice, declaration, request, or direction, whether or not those Holders remain Holders after that record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of that series on that record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date that action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of that record date, the proposed action by Holders, and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.

     (vii) With respect to any record date set pursuant to this Section, the party hereto that sets that record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day, provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that set that record date shall be deemed to have initially designated the 180th day after that record date as the Expiration Date with respect thereto, subject to its right to change the

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Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

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

     (ix) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more indentures supplemental hereto, a Holder, including a Depositary that is the Holder of a Global Security, may make, give, or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver, or other action provided in this Indenture to be made, given, or taken by Holders, and a Depositary that is the Holder of a Global Security may provide its proxy or proxies to the beneficial owners of interests in any such Global Security through that Depositary’s standing instructions and customary practices.

SECTION 1.05. Notices to Trustee and Company.

     Any request, demand, authorization, direction, notice, consent, waiver, or Act of Holders, or other document provided or permitted by this Indenture to be made upon, given, or furnished to, or filed with:

     (i) the Trustee by any Holder, any holder of Preferred Securities, or the Company shall be sufficient for every purpose hereunder if made, given, furnished, or filed in writing to or with the Trustee at its Corporate Trust office; or

     (ii) the Company by the Trustee, any Holder, or any holder of Preferred Securities shall be sufficient for every purpose hereunder, unless otherwise herein expressly provided, if in writing and mailed, first-class, postage prepaid, to the Company, to the attention of its Secretary, addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

SECTION 1.06. Notice to Holders; Waiver.

     Where this Indenture or any Security provides for notice to Holders of any event, that notice shall be sufficiently given unless expressly provided otherwise herein or in that Security, if it is in writing and is mailed, first class, postage prepaid, or it is delivered to the United States Post Office or a recognized delivery company for next-day delivery, to each Holder of Securities affected by that event, at that Holder’s address as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of that notice.

     If it shall be impossible or impracticable to give that notice to Holders of Securities by mail, then that notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. In any case where notice to Holders of Securities is given by mail, neither the failure to mail that notice, nor any defect in any notice so

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mailed, to any particular Holder of Securities shall affect the sufficiency of that notice with respect to other Holders of Securities.

     Where this Indenture provides for notice in any manner, that notice may be waived in writing by the Person entitled to receive that notice, either before or after the event, and that waiver shall be the equivalent of that notice. Waivers of notice by Holders shall be filed with the Trustee, but that filing shall not be a condition precedent to the validity of any action taken in reliance upon that waiver.

SECTION 1.07. Conflict with Trust Indenture Act.

     Except as otherwise expressly provided herein, the Trust Indenture Act shall apply as a matter of contract to this Indenture for purposes of interpretation, construction, and defining the rights and obligations hereunder, and this Indenture, the Company, and the Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Indenture were qualified under that Act on the date hereof. Except as otherwise provided herein, if and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control.

SECTION 1.08. Effect of Headings and Table of Contents.

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

SECTION 1.09. Successors and Assigns.

     All covenants and agreements in this Indenture by the Company shall bind its successors, assigns, receivers, trustees, and representatives and shall inure to the benefit of the Holders of the Securities and the Trust Securities then outstanding, to the extent set forth in Section 1.11. Except in connection with a consolidation, merger, or sale involving the Company that is permitted under Article 8 of this Indenture and pursuant to which the successor or assignee agrees in writing to perform the Company’s obligations hereunder, the Company shall not assign its obligations hereunder, and any purported assignment other than in accordance with this provision shall be void.

SECTION 1.10. Separability Clause.

     If any provision in this Indenture or in the Securities 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 1.11. Benefits of Indenture.

     Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns, the holders of Senior Indebtedness, the Holders of the Securities and, to the extent expressly provided in Sections 5.02,

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5.08, 5.09, 5.11, 5.13, 9.01, and 9.02, the holders of Trust Securities, any benefit or any legal or equitable right, remedy, or claim under this Indenture.

SECTION 1.12. Governing Law.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICTS OF LAWS PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK OBLIGATIONS LAW.

SECTION 1.13. Non-Business Days.

     Notwithstanding any other provision of this Indenture or the Securities, if any Interest Payment Date, Redemption Date, or Stated Maturity of any Security is not a Business Day, then payment of interest or principal, and premium, if any, or other amounts in respect of that Security need not be made on that date, but may be made on the next succeeding Business Day, without any interest or other payment in respect of any such delay with the same force and effect as if made on the date on which that payment was originally payable. Notwithstanding the foregoing, if that Business Day with respect to any Redemption Date falls in the next succeeding calendar year, that payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on that date.

ARTICLE TWO

Security Forms

SECTION 2.01. Forms Generally.

     Each Security shall be in one of the forms approved from time to time by or pursuant to a Board Resolution or an indenture supplemental hereto. All Securities of each series shall have appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture and may have such letters, numbers, or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws, the rules of any securities exchange, or as may, consistently herewith, be determined by the officers executing those securities, as evidenced by their execution of the Securities.

     Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons.

     Definitive Securities, if any, shall be printed, lithographed, engraved, or produced by any combination of these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of those Securities.

     Upon or prior to the delivery of a Security in any such form to the Trustee for authentication, the Company shall deliver to the Trustee the following:

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     (i) such indenture supplemental hereto or the Board Resolution by or pursuant to which that form of Security has been approved, certified by the Secretary or an Assistant Secretary of the Company;

     (ii) the Officers’ Certificate required by Section 3.01 of this Indenture;

     (iii) the Company Order required by Section 3.03 of this Indenture; and

     (iv) the Opinion of Counsel required by Section 3.03 of this Indenture.

     If temporary Securities of any series are issued in global form as permitted by Section 3.04, the form thereof also shall be established as provided in this Section 2.01.

SECTION 2.02. Form of Trustee’s Certificate of Authentication.

     The Trustee’s certificates of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHORIZATION

     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:                                        

WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee
By:
	Authorized officer

SECTION 2.03. Global Securities.

     (i) If Securities of a series are issuable in whole or in part in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (xvi) of Section 3.01 and the provisions of Section 3.02, that Global Security shall represent such of the outstanding Securities of that series as shall be specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities endorsed thereon from time to time and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced or increased to reflect exchanges or increased to reflect the issuance of additional uncertificated securities of that series. Any endorsement of a Global Security to reflect the amount, or any increase or decrease in the amount, of Outstanding Securities represented thereby shall be made in such manner and upon instructions given by such Person or Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Sections 3.03 or 3.04.

     (ii) Global Securities may be issued in registered form and in either temporary or permanent form.

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     (iii) Unless otherwise specified as contemplated by Section 3.01, any Global Security issued hereunder shall, in addition to the provisions provided by Sections 2.01 and 2.02, bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO, AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

ARTICLE THREE

The Securities

SECTION 3.01. Title and Terms.

     The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. All Securities of each series issued under this Indenture shall in all respects be equally and ratably entitled to the benefits hereof with respect to that series without preference, priority, or distinction on account of the actual time or times of the authentication and delivery or Maturity of the Securities of that series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of a series:

     (i) the title of the securities of that series, which shall distinguish the Securities of that series from all other Securities;

     (ii) the limit, if any, upon the aggregate principal amount or aggregate initial public offering price of the Securities of that series that may be authenticated and delivered under this Indenture, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Sections 3.04, 3.06, 3.07, 9.06, or 11.06 and except for any Securities that, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder; provided, however, that the authorized aggregate principal amount of that series may be increased above that amount by a Board Resolution to that effect;

     (iii) the price or prices (which may be expressed as a percentage of the aggregate principal amount thereof) at which the Securities will be issued;

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     (iv) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that security or one or more Predecessor Securities is registered at the close of business on the Regular Record Date for that interest;

     (v) the Stated Maturity or Maturities on which the principal or premium, if any, of the Securities of that series is payable or the method of determination thereof, and any dates on which or circumstances under which, the Company shall have the right to extend or shorten such Stated Maturity or Maturities;

     (vi) the rate or rates, if any, at which the Securities of that series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of that series, the date or dates from which any such interest or Additional Interest shall accrue, the Interest Payment Dates on which that interest shall be payable, the right, pursuant to Section 3.12 or as otherwise set forth therein, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined;

     (vii) the place or places where the principal of, premium, if any, and interest, including any Additional Interest, on the Securities of that series shall be payable, the place or places where the Securities of that series may be presented for registration of transfer or exchange, any restrictions that may be applicable to any such transfer or exchange in addition to or in lieu of those set forth herein, and the place or places where notices and demands to or upon the Company in respect of the Securities of that series may be made;

     (viii) the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of that series may be redeemed, in whole or in part, at the option of the Company, and if other than by a Board Resolution, the manner in which any election by the Company to redeem such Securities shall be evidenced;

     (ix) the obligation or the right, if any, of the Company to redeem, repay, or purchase the Securities of that series pursuant to any sinking fund, amortization, or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies, including currency unit or units, in which, and the other terms and conditions upon which Securities of the series shall be redeemed, repaid, or purchased, in whole or in part, pursuant to that obligation;

     (x) the denominations in which any Securities of that series shall be issuable, if other than denominations of $1,000 and any integral multiple thereof;

     (xi) if other than Dollars, the currency or currencies, including any currency unit or units, in which the principal of, premium, if any, interest, and Additional Interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated and the manner of determining the equivalent thereof in Dollars for purposes of the definition of Outstanding;

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     (xii) the additions, modifications, or deletions, if any, in the Events of Default or covenants of the Company set forth herein with respect to the Securities of that series;

     (xiii) if other than the principal amount thereof, the portion of the principal amount of Securities of that series that shall be payable upon declaration of acceleration of the Maturity thereof;

     (xiv) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of those Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity, or, in any such case, the manner in which that amount deemed to be the principal amount shall be determined;

     (xv) the additions or changes, if any, to this Indenture with respect to the Securities of that series that shall be necessary to permit or facilitate the issuance of the Securities of that series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

     (xvi) the additions or changes, if any, to this Indenture with respect to the Securities of that series as shall be necessary or advisable to permit or facilitate the issuance of the Securities in a transaction or series of transactions exempt from the registration requirements of the Securities Act of 1933, as may be amended from time to time;

     (xvii) any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of that series or the manner in which those amounts will be determined;

     (xviii) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in that case, the respective Depositaries for those Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.03 and any circumstances in addition to or in lieu of those set forth in Section 3.06 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of that Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for that Global Security or a nominee thereof, and the extent to which any of the Securities will be issuable as temporary or permanent Global Securities;

     (xix) the appointment of any Paying Agent or agents for the Securities of that series;

     (xx) the terms of any right to convert or exchange Securities of that series into any other securities or property of the Company, and the additions or changes, if any, to this Indenture with respect to the Securities of that series to permit or facilitate that conversion or exchange;

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        (xxi) if those Securities are to be issued to an Issuer Trust, the form or forms of the Trust Agreement and Guarantee Agreement relating thereto;

        (xxii) if other than as set forth herein, the relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not; and

        (xxiii) any other terms of the Securities of that series.

          All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth, or determined in the manner provided, in such Officers’ Certificate or in any indenture supplemental hereto.

     Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable, with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable, and with different Redemption Dates or Maturity Dates.

     All Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen.

     Notwithstanding Section 3.01(ii) and unless otherwise expressly provided with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of that series may be issued up to the maximum aggregate principal amount authorized with respect to that series as increased.

SECTION 3.02. Denominations.

     The Securities of each series shall be in registered form without coupons and shall be issuable in denominations of $1,000 and any integral multiple of $1,000 in excess thereof, unless otherwise specified as contemplated by Section 3.01.

SECTION 3.03. Execution, Authentication, Delivery, and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman of the Board, its President, its Vice Chairman of the Board, its Treasurer or a Vice President, and by its Secretary or one of its Assistant Secretaries. The signature of any or all of these officers on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that those individuals or any of them have ceased to hold such offices prior to the authentication and delivery of those Securities or did not hold such offices at the date of those Securities.

     At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such

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Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver those Securities.

     If the Company shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in whole or in part in the form of one or more Global Securities in registered form, the Company shall execute and the Trustee shall, in accordance with this Section and a Company Order for the authentication and delivery of those Global Securities with respect to that series, authenticate and deliver one or more Global Securities in permanent or temporary form that shall (i) represent and be denominated in an aggregate amount equal to the aggregate principal amount of the Outstanding Securities of that series to be represented by one or more Global Securities, (ii) be registered in the name of the Depositary for such Global Security or Securities or the nominee of that Depositary, and (iii) be delivered by the Trustee to that Depositary or pursuant to that Depositary’s instructions.

     Each Depositary designated pursuant to Section 3.01 for a Global Security in registered form must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation.

     In authenticating those Securities, and accepting the additional responsibilities under this Indenture in relation to those Securities, the Trustee shall be entitled to receive, and, subject to Section 8.01, shall be fully protected in relying upon, an Opinion of Counsel complying with Section 1.02 and stating that:

     (i) the form of those Securities has been established in conformity with the provisions of this Indenture;

     (ii) the terms of those Securities have been established or the manner of determining those terms have been established in conformity with the provisions of this Indenture; and

     (iii) those Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in that Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general principles of equity.

     If such form or terms have been so established, the Trustee shall not be required to authenticate those Securities if the issue of those Securities pursuant to this Indenture will affect the Trustee’s own rights, duties, or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

     Notwithstanding the provisions of Section 3.01 and of this Section 3.03, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Board Resolution or Officers’ Certificate otherwise required pursuant to Section 3.01 or the Company Order and Opinion of Counsel otherwise required pursuant to this Section 3.03 at or prior to the time of authentication of each Security of that series if such documents are delivered

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at or prior to the authentication upon original issuance of the first Security of that series to be issued.

     A Company Order, Officers’ Certificate, Board Resolution, or supplemental indenture delivered by the Company to the Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount, if any, established for that series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company Order upon the telephonic (promptly confirmed in writing), electronic, or written order of Persons designated in that Company Order, Officers’ Certificate, supplemental indenture, or Board Resolution and that those Persons are authorized to determine, consistent with that Company Order, Officers’ Certificate, supplemental indenture, or Board Resolution, those terms and conditions of said Securities as are specified in that Company Order, Officers’ Certificate, supplemental indenture, or Board Resolution.

     Each Security shall be dated the date of its authentication and, unless otherwise specified as contemplated by Section 3.01, any temporary Global Security referred to in Section 3.04 shall be dated as of the date of original issuance of that Security.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on that Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and that certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security or portion thereof shall have been duly authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver that Security to the Trustee for cancellation as provided in Section 3.10 together with a written statement, which need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel, stating that such Security or portion thereof has never been issued and sold by the Company, for all purposes of this Indenture that Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04. Temporary Securities.

     (i) Pending the preparation of definitive Securities of any series, the Company may execute, and upon receipt of the Company Order and the certifications and opinions required under Sections 3.01 and 3.03, the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed, or otherwise produced, in any authorized denominations, substantially of the tenor of the definitive Securities in lieu of which they are issued in and with such appropriate insertions, omissions, substitutions, and other variations as the officers executing those Securities may determine, as evidenced by their execution of those Securities.

     (ii) Unless otherwise provided pursuant to Section 3.01, except in the case of temporary Securities in global form, if temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable

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delay. After the preparation of definitive Securities, the temporary Securities of that series shall be exchangeable for definitive Securities of that series upon surrender of the temporary Securities at the office or agency of the Company in a Place of Payment designated for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of that series, of authorized denominations having the same Original Issue Date and Stated Maturity and having the same terms as those temporary Securities. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of that series.

SECTION 3.05. Global Securities.

     (i) Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for that Global Security or a nominee thereof and delivered to that Depositary, a nominee thereof, or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

     (ii) Subject to Section 3.06, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for that Global Security or a nominee thereof unless: (a) that Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to that Global Security, and the Company is unable to locate a qualified successor; (b) the Company executes and delivers to the Trustee a Company Order stating that the Company elects to terminate the book-entry system through the Depositary; or (c) there shall have occurred and be continuing an Event of Default.

     (iii) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article Three. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (a) that Global Security shall be so surrendered for exchange or cancellation as provided in this Article Three or (b) the principal 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 other 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 Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, as provided in this Article Three, authenticate and deliver any Securities issuable in exchange for that Global Security, or any portion thereof, in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of those instructions and may conclusively rely on, and shall be fully protected in relying on, those instructions.

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     (iv) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article Three, Section 9.06, Section 11.06, or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless that Security is registered in the name of a Person other than the Depositary for that Global Security or a nominee thereof.

     (v) Securities distributed to holders of Global Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for that Depositary, or with that Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby, or such other accounts as they may direct. Securities distributed to holders of Preferred Securities other than Global Preferred Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in those Securities.

     (vi) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of that Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold those interests pursuant to the Applicable Procedures. Accordingly, any owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of that interest shall be effected only through, records maintained by the Depositary, its nominee, or its Agent Members. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.

     (vii) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners, the Depositary, and/or its Agent Members.

SECTION 3.06. Registration, Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Legends.

     The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and transfers of Securities. That register is herein sometimes referred to as the “Securities Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities as provided herein.

     Upon surrender for registration of transfer of any Security of any series at the office or agency of the Company maintained pursuant to Section 10.02 for that purpose in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of that series of any authorized denominations and of a like aggregate principal amount and tenor.

      At the option of the Holder, Securities of any series may be exchanged for other Securities of that series, of any authorized denominations and of like aggregate principal amount

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and tenor, upon surrender of the Securities to be exchanged at that office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

     Notwithstanding any other provision of this Section, unless and until it is exchanged in whole or in part for individual Securities represented thereby, a Global Security representing all or a portion of the Securities of a series may not be transferred except as a whole by the Depositary for that series to a nominee of that Depositary or by a nominee of that Depositary to that Depositary or another nominee of that Depositary or by that Depositary or any such nominee to a successor Depositary for that series or a nominee of that successor Depositary.

     Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

     If at any time the Depositary for the Securities of a series notifies the Company that it is unwilling or unable to continue as Depositary for the Securities of that series or if at any time the Depositary for the Securities of that series is no longer eligible under Section 3.03, the Company may appoint a successor Depositary with respect to the Securities of that series. If a successor Depositary for the Securities of that series is not appointed by the Company within 90 days after the Company receives that notice or becomes aware of that ineligibility, the Company’s election pursuant to Section 3.01(xviii) shall no longer be effective with respect to the Securities of that series and the Company shall execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of that series, will authenticate and deliver Securities of that series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Securities representing that series in exchange for those Global Securities.

     The Company may at any time and in its sole discretion determine that the Securities of any series issued in the form of one or more Global Securities shall no longer be represented by that Global Security or Securities. In that event, the Company will execute, and the Trustee, upon receipt of a Company Order for the authentication and delivery of definitive Securities of that series, will authenticate and deliver, Securities of that series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or Securities representing that series in exchange for that Global Security or Securities.

     If specified by the Company pursuant to Section 3.01 with respect to a series of Securities, the Depositary for that series of Securities may surrender a Global Security for that series of Securities in exchange in whole or in part for Securities of that series of like tenor and terms and in definitive form on such terms as are acceptable to the Company, the Trustee, and that Depositary. Thereupon, the Company shall execute, and the Trustee upon receipt of a Company Order for the authentication and delivery of definitive Securities of that series shall authenticate and deliver, without service charge:

     (a) to the Depositary or to each Person specified by that Depositary a new Security or Securities of the same series, of like tenor and terms and of any authorized

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denomination as requested by that Person in aggregate principal amount equal to and in exchange for that Person’s beneficial interest in the Global Security; and

     (b) to that Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered to Holders thereof.

     In any exchange provided for in any of the preceding three paragraphs, the Company will execute and the Trustee, pursuant to a Company Order, will authenticate and deliver, Securities in definitive registered form in authorized denominations.

     Upon the exchange of Global Securities for Securities in definitive form, those Global Securities shall be canceled by the Trustee. Securities issued in exchange for a Global Security pursuant to this Section 3.06 shall be registered in such names and in such authorized denominations, and delivered to such addresses, as the Depositary for that Global Security, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver those Securities to the Persons in whose names those Securities are so registered or to the Depositary.

     All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon that registration of transfer or exchange.

     Unless otherwise provided in the Securities to be registered for transfer or exchange, no service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges expressly provided in this Indenture to be made at the Company’s own expense or without expense or charge to the Holders.

     Every Security presented or surrendered for transfer or exchange shall, if so required by the Company or the Trustee, be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar, duly executed by the Holder thereof or that Holder’s attorney duly authorized in writing.

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

     Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section to: (i) issue, register the transfer of, or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of selection for redemption of Securities of that series pursuant to Article Eleven and ending at the close of business on the day of mailing of the notice of redemption; or (ii) register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to be redeemed.

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SECTION 3.07. Mutilated, Destroyed, Lost, and Stolen Securities.

     If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, of like tenor and aggregate principal amount, bearing the same legends, and bearing a number not contemporaneously outstanding.

     If there is delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss, or theft of any Security, and (ii) such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost, or stolen Security, a new Security of the same series, of like tenor and aggregate principal amount and bearing the same legends as that destroyed, lost, or stolen Security, and bearing a number not contemporaneously outstanding.

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

     Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses, including the fees and expenses of the Trustee, connected therewith.

     Every new Security issued pursuant to this Section in lieu of any destroyed, lost, or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost, or stolen Security shall at any time be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.

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

SECTION 3.08. Payment of Interest and Additional Interest; Interest Rights Preserved.

     Interest and Additional Interest on any Security of any series that is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall, unless otherwise provided in that Security, be paid to the Person in whose name that Security, or one or more Predecessor Securities, is registered at the close of business on the Regular Record Date for that interest, except that interest and any Additional Interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person to whom that principal is paid. At the option of the Company, payment of interest on any Security may be mailed to the address of the Person entitled thereto as that address appears in the Securities Register or be paid by wire transfer to an account designated by that Person in writing not later than ten days prior to the date of that

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payment; provided, however, that any interest payments made on Global Securities shall be paid by wire transfer to an account designated by the Depository.

     Any interest on any Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of his having been that Holder, and that Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (i) or clause (ii) below.

     (i) The Company may elect to make payments of any Defaulted Interest to the Persons in whose names any such Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of that Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of that Defaulted Interest or shall make arrangements satisfactory to the Trustee for that deposit prior to the date of the proposed payment, that money when deposited to be held in trust for the benefit of the Persons entitled to that Defaulted Interest as provided in this clause. Thereupon the Trustee shall fix a Special Record Date for the payment of that Defaulted Interest, which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of that Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of that Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder at his address as it appears in the Securities Register, not less than 10 days prior to that Special Record Date. Notice of the proposed payment of that Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, that Defaulted Interest shall be paid to the Persons in whose names those Securities (or their respective Predecessor Securities) are registered on that Special Record Date and shall no longer be payable pursuant to the following clause (ii).

     (ii) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities with respect to which there exists that default may be listed, and upon such notice as may be required by that exchange or, if the Securities are not listed, by the Trustee, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, that payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of, or in exchange for, or in lieu of, any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by that other Security.

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SECTION 3.09. Persons Deemed Owners.

     The Company, the Trustee, and any agent of the Company or the Trustee shall treat the Person in whose name any Security is registered as the owner of that Security for the purpose of receiving payment of principal of and, subject to Section 3.08, any interest on that Security and for all other purposes whatsoever, whether or not that Security is overdue, and neither the Company, the Trustee, nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

     No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to that Global Security, and that Depositary may be treated by the Company, the Trustee, and any agent of the Company or the Trustee as the owner of that Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any agent of the Company or the Trustee from giving effect to any written certification, proxy, or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary or its nominee as Holder of any Security.

SECTION 3.10. Cancellation.

     Unless otherwise provided with respect to a series of Securities, all Securities surrendered for payment, registration of transfer, exchange, repayment, or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee. All Securities so delivered or surrendered directly to the Trustee for any such purpose shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section 3.10, except as expressly permitted by this Indenture or those Securities. All cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures, and the Trustee shall deliver a certificate of that disposition to the Company.

SECTION 3.11. Computation of Interest.

     Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, interest on the Securities of each series for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any partial month in that period, and interest on the Securities of each series for a full period shall be computed by dividing the rate per annum by the number of interest periods that together constitute a full twelve months.

SECTION 3.12. Deferrals of Interest Payment Dates.

     If specified as contemplated by Section 2.01 or Section 3.01 with respect to the Securities of a particular series, as long as no Acceleration Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of that series, from time to time to

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defer the payment of interest on those Securities for that period or periods as may be specified as contemplated by Section 3.01 (each, an “Extension Period”), during which Extension Periods the Company shall, if so specified as contemplated by Section 3.01, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities, together with Additional Interest thereon, if any, at the rate specified for the Securities of that series to the extent permitted by applicable law; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal or the Redemption Date (if applicable) of the Securities of that series; and provided further, however, that, during any such Extension Period, the Company shall not: (i) make any payment of principal of, interest, or premium, if any, on or repay, repurchase, or redeem any Debt of the Company that ranks pari passu in all respects with or junior in interest to the Securities of that series; or (ii) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company’s capital stock, in each case other than (a) repurchases, redemptions, or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan, or other similar arrangement with or for the benefit of any one or more employees, officers, directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan, or in connection with the issuance of capital stock of the Company, or securities convertible into or exercisable for that capital stock, as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company’s capital stock, or any capital stock of a Subsidiary of the Company, for any class or series of the Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, (c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of that capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock, or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options, or other rights where the dividend stock or the stock issuable upon exercise of those warrants, options, or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to that stock. Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Acceleration Event of Default has occurred and is continuing, and provided further that no Extension Period shall exceed the period or periods specified in those Securities, extend beyond the Stated Maturity of the principal or the Redemption Date, if applicable, of those Securities, or, except with respect to a Redemption Date, end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during that Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.01. The Company shall give the Holders of the Securities of that series and the Trustee notice of its election to begin any such Extension Period at least one Business Day and in no case more than 15 Business Days prior to the next succeeding Interest Payment Date on which interest on Securities of that series would be payable

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but for that deferral, or with respect to any Securities of a series issued to an Issuer Trust, as long as any that Securities are held by that Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of that Issuer Trust would be payable but for that deferral, and (ii) in the case of payments of any Redemption Price, the date on which the Property Trustee of that Issuer Trust is required to give notice to holders of those Preferred Securities of the record date or the date those Distributions are payable.

SECTION 3.13. Right of Set-Off.

     With respect to the Securities of a series initially issued to an Issuer Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set-off any payment it is otherwise required to make in respect of any such Security to the extent the Company has theretofore made, or is concurrently on the date of that payment making, a payment under the Guarantee Agreement relating to that Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.08 of this Indenture.

SECTION 3.14. Agreed Tax Treatment.

     Each Security issued hereunder shall provide that the Company and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, that Security agree that for United States Federal, state, and local tax purposes it is intended that such Security constitutes indebtedness.

SECTION 3.15. Shortening or Extension of Stated Maturity.

     If specified as contemplated by Section 2.01 or Section 3.01 with respect to the Securities of a particular series, the Company shall have the right to: (i) shorten the Stated Maturity of the principal of the Securities of that series at any time to any date; and (ii) extend the Stated Maturity of the principal of the Securities of that series at any time at its election for one or more periods; provided, that if the Company elects to exercise its right to extend the Stated Maturity of the principal of the Securities of that series pursuant to Clause (ii) above, at the time that election is made and at the time of extension, those conditions as may be specified in those Securities shall have been satisfied.

SECTION 3.16. CUSIP Numbers.

     The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption and other similar or related material as a convenience to Holders; provided that any such notice or other material may state that no representation is made as to the correctness of those numbers either as printed on the Securities or as contained in any notice of redemption or other materials and that reliance may be placed only on the other identification numbers printed on the Securities. Any such redemption shall not be affected by any defect in or omission of those numbers.

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ARTICLE FOUR

Satisfaction and Discharge

     SECTION 4.01. Satisfaction and Discharge of Indenture.

          This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities expressly provided herein for and rights to receive payments thereon), and the Trustee, on receipt of a Company Request and at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:

          (i) either:

     (a) all Securities theretofore authenticated and delivered, other than (A) Securities that have been destroyed, lost, or stolen and that have been replaced or paid as provided in Section 3.07, and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from that trust, as provided in Section 10.03, have been delivered to the Trustee for cancellation; or

     (b) all such Securities not theretofore delivered to the Trustee for cancellation:

     A. have become due and payable;

     B. will become due and payable at their Stated Maturity within one year of the date of deposit; or

     C. are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company;

and the Company, in the case of subclause (b)(A), (B), or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for that purpose an amount in the currency or currencies in which the Securities of that series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal, premium, if any, and interest, including any Additional Interest, to the date of that deposit in the case of Securities that have become due and payable, or to the Stated Maturity or Redemption Date, as the case may be;

          (ii) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

          (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

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          Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14, and, if money has been deposited with the Trustee pursuant to subclause (b) of Clause (i) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive.

     SECTION 4.02. Application of Trust Money.

          Subject to the provisions of the last paragraph of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent, including the Company acting as its own Paying Agent, as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, including any Additional Interest, for the payment of which such money or obligations have been deposited with or received by the Trustee.

ARTICLE FIVE

Remedies

     SECTION 5.01. Events of Default.

          “Event of Default,” wherever used herein with respect to the Securities of any series, means any one of the following events (whatever the reason for that Event of Default and whether it is voluntary or involuntary or is 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) except as may be specified pursuant to Section 3.01:

          (i) default in the payment of any interest upon any Security of that series, including any Additional Interest in respect thereof, when it becomes due and payable, and continuance of that default for a period of 30 days, subject to the deferral of any due date in the case of an Extension Period;

          (ii) default in the payment of the principal of or premium, if any, on any Security of that series at its Maturity;

          (iii) failure on the part of the Company to duly observe or perform any other of the covenants or agreements on the part of the Company in the Securities of that series or in this Indenture for a period of 90 days after the date on which written notice of that failure, requiring the Company to remedy the same, has been given to the Company by the Trustee by registered or certified mail or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series;

          (iv) the entry of a decree or order by a court having jurisdiction adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company under the Bankruptcy Code or any other similar applicable federal or state law, which decree or order has continued undischarged and unstayed for a period of 60 days; or the entry of a decree or order of a court having jurisdiction in the

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premises for the appointment of a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of the Company or of its property or for the winding up or liquidation of its affairs, which decree or order has continued undischarged and unstayed for a period of 60 days; or

          (v) the commencement by the Company of voluntary proceedings to be adjudicated a bankrupt, consent by the Company to the filing of a bankruptcy proceeding against it, the filing by the Company of a petition or answer or consent seeking reorganization under the Bankruptcy Code or any other similar federal or state law, consent by the Company to the filing of any such petition, consent by the Company to the appointment of a receiver, liquidator, trustee, or assignee in bankruptcy or insolvency of it or of its property, the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due;

          (vi) the nonpayment of interest on Securities for ten or more consecutive semi-annual periods; or

          (vii) any other Event of Default provided with respect to Securities of that series.

     SECTION 5.02. Acceleration Event of Default; Acceleration of Maturity; Rescission and Annulment.

          If an Acceleration Event of Default under Section 5.01(vi) with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series may declare the principal amount or, if the Securities of that series are Discount Securities, that portion of the principal amount as may be specified in the terms of that series, of all the Securities of that series to be due and payable immediately, by a notice in writing to the Company and to the Trustee if given by Holders, provided that, in the case of the Securities of a series issued to an Issuer Trust, if, upon an Acceleration Event of Default under Section 5.01(vi), the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series fail to declare the principal of all the Outstanding Securities of that series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount, as defined in the related Trust Agreement, of the related series of Trust Securities issued by that Issuer Trust then outstanding shall have the right to make that declaration by a notice in writing to the Company and the Trustee; and upon any such declaration that principal amount, or specified portion thereof, and the accrued interest, including any Additional Interest, on all the Securities of that series shall become immediately due and payable. If an Acceleration Event of Default specified in Section 5.01(iv) or 5.01(v) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series or, if the Securities of that series are Discount Securities, that portion of the principal amount of those Securities as may be specified by the terms of that series, shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Payment of principal and interest, including any Additional Interest, on those Securities shall remain subordinated to the extent provided in

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Article Thirteen notwithstanding that such amount shall become immediately due and payable as provided herein.

          At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in this Article hereinafter, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul that declaration and its consequences if:

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

     (a) all overdue installments of interest on all Securities of that series;

     (b) any accrued Additional Interest on all Securities of that series;

     (c) the principal of and premium, if any, on any Securities of that series that have become due otherwise than by such declaration of acceleration and interest and Additional Interest thereon at the rate borne by the Securities; and

     (d) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee, its agents, and counsel; and

          (ii) the applicable Acceleration Event of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series that has become due solely by that acceleration, has been cured or waived as provided in Section 5.13.

          In the case of Securities of a series initially issued to an Issuer Trust, if the Holders of those Securities fail to annul that declaration and waive that default, the holders of a majority in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Trust Securities issued by that Issuer Trust then outstanding shall also have the right to rescind and annul that declaration and its consequences by written notice to the Company and the Trustee, subject to the satisfaction of the conditions set forth in Clauses (i) and (ii) above of this Section 5.02.

          No such rescission shall affect any subsequent default or impair any right consequent thereon.

     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee.

          The Company covenants that if:

          (i) default is made in the payment of any installment of interest, including any Additional Interest, on any Security of any series when that interest becomes due and payable and that default continues for a period of 30 days, subject to the deferral of any due date in the case of an Extension Period; or

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          (ii) default is made in the payment of the principal of and premium, if any, on any Security at the Maturity thereof; then

the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of that Security, the whole amount of interest in the case of clause (i) above or the whole amount of principal, premium, if any, and unpaid interest, including any Additional Interest, with respect to that Security in the case of clause (ii) above, as the case may be, and in each case, the amounts owing to the Trustee under Section 6.07.

          If the Company fails to pay such amounts forthwith upon that demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute that proceeding to judgment or final decree, and may enforce the same against the Company or any other obligor upon those Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Securities, wherever situated.

          If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of that series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture, in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

     SECTION 5.04. Trustee May File Proofs of Claim.

          In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Company or any other obligor upon the Securities or property of the Company or of such other obligor or their respective creditors:

          (i) the Trustee, irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee has made any demand on the Company for the payment of overdue principal, premium, if any, or interest, including any Additional Interest, shall be entitled and empowered, by intervention in that proceeding or otherwise:

     (a) to file and prove a claim for the whole amount of principal, premium, if any, and interest, including any Additional Interest, owing and unpaid in respect of the Securities, file such other papers or documents as may be necessary or advisable, and take any and all actions authorized under the Trust Indenture Act in order to have the claims of the Holders and any predecessor to the Trustee under Section 6.07 allowed in any such judicial proceedings; and

     (b) in particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same in accordance with Section 5.06; and

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          (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Holder to make those payments to the Trustee for distribution in accordance with Section 5.06, and in the event that the Trustee shall consent to the making of those payments directly to the Holders, to pay to the Trustee any amount due to it and any predecessor Trustee under Section 6.07.

          Nothing contained herein shall be deemed to authorize the Trustee to authorize, consent to, accept, or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment, or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

     SECTION 5.05. Trustee May Enforce Claim Without Possession of Securities.

          All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, subject to Article Thirteen and after provision for the payment of all amounts owing the Trustee and any predecessor Trustee under Section 6.07, its agents, and counsel, be for the ratable benefit of the Holders of the Securities in respect of which that judgment has been recovered.

     SECTION 5.06. Application of Money Collected.

          Any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of that money or property on account of principal, premium, if any, or interest, including any Additional Interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee (including in its role as Paying Agent) and any predecessor Trustee under Section 6.07;

          SECOND: Subject to Article Thirteen, to the payment of the amounts then due and unpaid upon Securities of that series for principal, premium, if any, and interest, including any Additional Interest, in respect of which or for the benefit of which that money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on that series of Securities for principal, premium, if any, and interest, including any Additional Interest, respectively; and

          THIRD: The balance, if any, to the Person or Persons entitled thereto.

     SECTION 5.07. Limitation on Suits.

          Subject to Section 5.08, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, for the appointment

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of a receiver, assignee, trustee, liquidator, sequestrator, or other similar official or for any other remedy hereunder, unless:

          (i) that Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

          (ii) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series have made written request to the Trustee to institute proceedings in respect of that Event of Default in its own name as Trustee hereunder;

          (iii) that Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses, and liabilities to be incurred in compliance with that request;

          (iv) the Trustee for 60 days after its receipt of that notice, request and offer of indemnity has failed to institute any such proceeding; and

          (v) no direction inconsistent with that written request has been given to the Trustee during that 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb, or prejudice the rights of any other Holders of Securities, obtain or to seek to obtain priority or preference over any other of such Holders, or enforce any right under this Indenture, except in the manner provided herein and for the equal and ratable benefit of all such Holders.

     SECTION 5.08. Unconditional Right of Holders to Receive Principal, Premium, and Interest; Direct Action by Holders of Preferred Securities.

          Notwithstanding any other provision in this Indenture, the Holder of any Security of any series shall have the right, which is absolute and unconditional, to receive payment of the principal, premium, if any, and, subject to Sections 3.08 and 3.12, interest, including any Additional Interest, on that Security on the respective Stated Maturities expressed in that Security, or, in the case of redemption, on the Redemption Date, and to institute suit for the enforcement of any such payment, and that right shall not be impaired without the consent of that Holder. In the case of Securities of a series issued to an Issuer Trust, any registered holder of the series of Preferred Securities issued by that Issuer Trust shall have the right, upon the occurrence of an Event of Default described in Sections 5.01(i) or 5.01(ii), to institute a suit directly against the Company for enforcement of payment to that holder of principal of, premium, if any, and, subject to Sections 3.08 and 3.12, interest, including any Additional Interest, on the Securities having a principal amount equal to the aggregate Liquidation Amount (as defined in the related Trust Agreement) of those Preferred Securities held by that holder.

     SECTION 5.09. Restoration of Rights and Remedies.

          If the Trustee, any Holder, or any holder of Preferred Securities issued by any Issuer Trust has instituted any proceeding to enforce any right or remedy under this Indenture and that proceeding has been discontinued or abandoned for any reason, or has been determined

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adversely to the Trustee, that Holder, or that holder of Preferred Securities, then and in every such case the Company, the Trustee, those Holders, and that holder of Preferred Securities shall, subject to any determination in that proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, that Holder, and that holder of Preferred Securities shall continue as though no such proceeding had been instituted.

     SECTION 5.10. Rights and Remedies Cumulative.

          Except as otherwise provided in the last paragraph of Section 3.07, no right or remedy conferred herein upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law, in equity, or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 5.11. Delay or Omission Not Waiver.

          No delay or omission of the Trustee, any Holder of any Security with respect to the Securities of the related Series, or any holder of any Preferred Security to exercise any right or remedy accruing upon any Event of Default with respect to the Securities of the related series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

          Every right and remedy given by this Article or by law to the Trustee or to the Holders and the right and remedy given to the holders of Preferred Securities by Section 5.08 may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders, or the holders of Preferred Securities, as the case may be.

     SECTION 5.12. Control by Holders.

          The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of that series, provided that:

          (i) that direction shall not be in conflict with any rule of law or this Indenture;

          (ii) the Trustee may take any other action the Trustee deems proper that is not inconsistent with that direction; and

          (iii) subject to the provisions of Section 6.01, the Trustee shall have the right to decline to follow that direction if a Responsible Officer or Officers of the Trustee shall, in good faith, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.

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     SECTION 5.13. Waiver of Past Defaults.

          The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series affected thereby and, in the case of any Securities of a series initially issued to an Issuer Trust, the holders of a majority in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the Preferred Securities issued by that Issuer Trust may waive any past default hereunder and its consequences with respect to that series except a default:

          (i) in the payment of the principal of, or premium, if any, or interest, including any Additional Interest, on any Security of that series, unless that default has been cured and the Company has paid to or deposited with the Trustee a sum sufficient to pay all matured installments of interest, including any Additional Interest, and all principal of and premium, if any, on all Securities of that series due otherwise than by acceleration; or

          (ii) in respect of a covenant or provision hereof that under Article Nine cannot be modified or amended without the consent of each Holder of any Outstanding Security of that series affected.

          Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of that series or, in the case of a waiver by holders of Preferred Securities issued by that Issuer Trust, by all holders of Preferred Securities issued by that Issuer Trust.

          Upon any such waiver, that default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

     SECTION 5.14. Undertaking for Costs.

          All parties to this Indenture agree, and each Holder of any Security by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in that suit of an undertaking to pay the costs of that suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in that suit, having due regard to the merits and good faith of the claims or defenses made by that party litigant; however, the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of, premium, if any, or interest, including any Additional Interest, on any Security on or after the respective Stated Maturities expressed in such Security.

     SECTION 5.15. Waiver of Usury, Stay, or Extension Laws.

          The Company covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay, or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company, to the extent

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that it may lawfully do so, hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay, or impede the execution of any power granted herein to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

The Trustee

     SECTION 6.01. Certain Duties and Responsibilities.

          (i) Except during the continuance of an Event of Default:

     (a) the Trustee undertakes to perform those duties and only those duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

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

          (ii) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

     (a) this Clause shall not be construed to limit the effect of Clause (i) of this Section;

     (b) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

     (c) the 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 Holders pursuant to Section 5.12 relating to the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of a series.

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          (iv) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable grounds for believing that repayment of those funds or adequate indemnity against that risk or liability is not reasonably assured to it.

          (v) Whether or not expressly so provided therein, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

     SECTION 6.02. Notice of Defaults.

          Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of any Event of Default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of that series, as their names and addresses appear in the Securities Register, notice of that default, unless that default has been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of, premium, if any, or interest, including any Additional Interest, on any Security of that series, the Trustee shall be protected in withholding that notice if and so long as the board of directors or a duly authorized committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of that notice is in the interests of the Holders of Securities of that series; and provided, further, that, in the case of any default of the character specified in Section 5.01(iii), no such notice to Holders of Securities of that series shall be given until at least 30 days after the occurrence thereof.

     SECTION 6.03. Certain Rights of Trustee.

          Subject to the provisions of Section 6.01:

          (i) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Security, or other paper or document believed by it to be genuine and to have been signed, sent, or presented by the proper party or parties;

          (ii) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

          (iii) whenever in the administration of this Indenture the Trustee deems it desirable that a matter be proved or established prior to taking, suffering, or omitting any action hereunder, the Trustee may, in the absence of bad faith on its part, rely upon an Officers’ Certificate unless other evidence is specifically prescribed herein;

          (iv) the Trustee may consult with counsel, which counsel may be counsel to the Company or any of its Affiliates, and may include any of its employees, and the advice of that 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;

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          (v) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless those Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses, and liabilities that might be incurred by it in compliance with that request or direction;

          (vi) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, indenture, Security, or other paper or document, but the Trustee may in its discretion make such inquiry or investigation into those facts or matters as it may see fit; and

          (vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

     SECTION 6.04. Not Responsible for Recitals or Issuance of Securities.

          The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

     SECTION 6.05. May Hold Securities.

          The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar, or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar, or such other agent.

     SECTION 6.06. Money Held in Trust.

          Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

     SECTION 6.07. Compensation and Reimbursement.

          The Company agrees:

          (i) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in those amounts as the Company and the Trustee shall agree in writing 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;

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

          (iii) to indemnify the Trustee and its officers, directors, employees, and agents for, and to hold it harmless against, any loss, liability, or expense, including the reasonable compensation and the expenses and disbursements of its agents and counsel, incurred without negligence or bad faith, arising out of or in connection with the acceptance or administration of this trust or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. This indemnification shall survive the termination of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.01(iv) or 5.01(v) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute.

     SECTION 6.08. Disqualification; Conflicting Interests.

          (i) The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of said Section 310(b).

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

     SECTION 6.09. Corporate Trustee Required; Eligibility.

          There shall at all times be a Trustee hereunder which shall be a Person that is a national or state chartered bank and eligible pursuant to the Trust Indenture Act to act as such and that has a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority. If that Corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section 6.09 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of that Corporation 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 Trustee ceases 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. Neither the Company nor any Person directly or indirectly controlling, controlled by, or under common control with the Company shall serve as Trustee for the Securities of any series issued hereunder.

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     SECTION 6.10. Resignation and Removal; Appointment of Successor.

          (i) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11.

          (ii) Subject to Clause (i) above, the Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. The Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements its expenses and charges to serve as the Trustee, and selecting the Person who agrees to the lowest expenses and charges. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 60 days after the giving of that notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of that series.

          (iii) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, delivered to the Trustee and to the Company.

          (iv) If at any time:

     (a) the Trustee fails to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months,

     (b) the Trustee ceases to be eligible under Section 6.09 and fails to resign after written request therefor by the Company or by any such Holder, or

     (c) the Trustee shall become incapable of acting or is adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property is appointed or any public officer takes charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation, or liquidation,

then, in any such case, (A) the Company, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to the Securities of all series issued hereunder, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of that Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Securities of all series issued hereunder and the appointment of a successor Trustee or Trustees.

          (v) If the Trustee resigns, is removed, or becomes incapable of acting, or if a vacancy occurs in the office of Trustee for any cause with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of that or those series. If, within one year after that resignation, removal, or incapability, or the occurrence of that vacancy, a successor Trustee with respect to the Securities of any series is appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series delivered to the Company and

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the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of that appointment, become the successor Trustee with respect to the Securities of that series and supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series has been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of that series for at least six months may, subject to Section 5.14, on behalf of that Holder and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of that series.

          (vi) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of that event by first-class mail, postage prepaid, to the Holders of Securities of that series as their names and addresses appear in the Securities Register. Each notice shall include the name of the successor Trustee with respect to the Securities of that series and the address of its Corporate Trust Office.

     SECTION 6.11. Acceptance of Appointment by Successor.

          (i) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge, and deliver to the Company and to the retiring Trustee an instrument accepting that appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and that 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 Company or the successor Trustee, that retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to that successor Trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer, and deliver to that successor Trustee all property and money held by that retiring Trustee hereunder.

          (ii) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more, but not all, series, the Company, the retiring Trustee, and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept that appointment and which (a) shall contain those provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates, (b) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in that supplemental indenture shall constitute those Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts administered hereunder by any other such Trustee; and upon the execution and delivery of that supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed, or conveyance, shall become vested

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with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of that successor Trustee relates; but, on request of the Company or any successor Trustee, that retiring Trustee shall duly assign, transfer, and deliver to that successor Trustee all property and money held by that retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of that successor Trustee relates.

          (iii) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to that successor Trustee all rights, powers, and trusts referred to in clause (i) or (ii) of this Section, as the case may be.

          (iv) No successor Trustee shall accept its appointment unless at the time of that acceptance that successor Trustee is qualified and eligible under this Article.

     SECTION 6.12. Merger, Conversion, Consolidation, or Succession to Business.

          Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion, or consolidation to which the Trustee is a party, or any Corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that 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. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, or consolidation to that authenticating Trustee may adopt that authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate those Securities either in the name of any predecessor Trustee or in the name of that successor Trustee, and in all cases the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture.

     SECTION 6.13. Preferential Collection of Claims Against Company.

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

     SECTION 6.14. Appointment of Authenticating Agent.

          The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities of that series issued upon original issue and upon exchange, registration of transfer, or partial redemption thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, that reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the

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Company and shall at all times be a Corporation organized and doing business under the laws of the United States of America, any State or Territory thereof, or the District of Columbia, authorized under those laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If that Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of that supervising or examining authority, then for the purposes of this Section the combined capital and surplus of that Authenticating Agent 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 an Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, that Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

          Any Corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, any Corporation resulting from any merger, conversion, or consolidation to which that Authenticating Agent shall be a party, or any Corporation succeeding to all or substantially all of the corporate trust business of an Authenticating Agent, shall be the successor Authenticating Agent hereunder, provided that Corporation shall otherwise be eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

          An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to that Authenticating Agent and the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time that Authenticating Agent ceases to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent, which shall be acceptable to the Company and give notice of such appointment in the manner provided in Section 1.06 to all Holders of Securities of the series with respect to which that Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provision of this Section.

          The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for those payments, subject to the provisions of Section 6.07.

          If an appointment with respect to one or more series is made pursuant to this Section, the Securities of that series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

          This is one of the Securities of the series designated therein referred to in the within mentioned Indenture.

Dated:

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WELLS FARGO BANK, NATIONAL ASSOCIATION, solely
in its capacity as Trustee

By:                                                             ,
     As Authenticating Agent

By:                                                             ,
     Authorized Officer

ARTICLE SEVEN

Holder’s Lists and Reports by Trustee And Company

     SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders.

          The Company will furnish or cause to be furnished to the Trustee:

          (i) quarterly or semi-annually, as the case may be, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities as of that Regular Record Date, and

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

in each case to the extent that information is in the possession or control of the Company and has not otherwise been received by the Trustee in its capacity as Securities Registrar.

     SECTION 7.02. Preservation of Information, Communications to Holders.

          (i) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

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

          (iii) Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company, the Trustee, nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

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SECTION 7.03. Reports by Trustee.

     (i) The Trustee shall transmit to Holders those reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto.

     (ii) Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted within 60 days after                        of each calendar year, commencing with            after the first issuance of Securities under this Indenture.

     (iii) A copy of each such report shall, at the time of that transmission to Holders, be filed by the Trustee with the Company for filing with the Commission and each national stock exchange, interdealer quotation system, or self-regulatory organization upon which the Securities are listed or quoted, if any. The Company will notify the Trustee when any Securities are so listed.

SECTION 7.04. Reports by Company.

     The Company shall file with the Trustee and the Commission, and transmit to Holders, copies of such information, documents, other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided that any such information, documents, or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is required to be filed with the Commission.

ARTICLE EIGHT

Consolidation, Merger, Conveyance, Transfer, or Lease

SECTION 8.01. Company May Consolidate, etc., Only on Certain Terms.

     The Company shall not consolidate with or merge into any other Person or convey, transfer, or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Company or convey, transfer, or lease its properties and assets substantially as an entirety to the Company, unless:

     (i) if the Company consolidates with or merges into another Person or conveys, transfers, or leases its properties and assets substantially as an entirety to any Person, the Corporation formed by that consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as an entirety shall be an entity organized and existing under the laws of the United States of America, any State thereof, or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest, including any Additional Interest, on all the Securities of every series and the performance of every covenant of this Indenture on the part of the Company to be performed or observed;

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     (ii) immediately after giving effect to that transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and

     (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that that consolidation, merger, conveyance, transfer, or lease and any such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to that transaction have been complied with; and the Trustee, subject to Section 6.01, may rely upon that Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.01.

SECTION 8.02. Successor Person Substituted.

     Upon any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer, or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 8.01, the successor Corporation formed by that consolidation, into which the Company is merged, or to which that conveyance, transfer, or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if that successor Person had been named as the Company herein; and in the event of any such conveyance, transfer, or lease, the Company shall be discharged from all obligations and covenants under the Indenture and the Securities.

     That successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of that successor Person instead of the Company and subject to all the terms, conditions, and limitations in this Indenture prescribed, the Trustee shall authenticate and deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication pursuant to those provisions and any Securities that such successor Person thereafter causes to be executed and delivered to the Trustee on its behalf for the purpose pursuant to those provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture.

     In case of any such consolidation, merger, sale, conveyance, or lease, those changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

ARTICLE NINE

Supplemental Indentures

SECTION 9.01. Supplemental Indentures without Consent of Holders.

     Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

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     (i) to evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company contained herein and in the Securities;

     (ii) to convey, transfer, assign, mortgage, or pledge any property to or with the Trustee or to surrender any right or power conferred herein upon the Company;

     (iii) to establish the form or terms of Securities of any series permitted by Sections 2.01 or 3.01;

     (iv) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that those covenants are expressly being included solely for the benefit of the series specified) or to surrender any right or power herein conferred upon the Company;

     (v) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities, and if those additional Events of Default are to be for the benefit of less than all series of Securities, stating that those additional Events of Default are expressly being included solely for the benefit of the series specified;

     (vi) to change or eliminate any of the provision of this Indenture, provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of that supplemental indenture that is entitled to the benefit of that provision or (b) not apply to any Outstanding Securities;

     (vii) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as any of the corresponding series of Preferred Securities issued by that Issuer Trust remain outstanding, the holders of those Preferred Securities;

     (viii) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(ii); or

     (ix) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the Trust Indenture Act.

SECTION 9.02. Supplemental Indentures with Consent of Holders.

     With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by that supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a

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Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provision to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of that series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby:

     (i) change the Stated Maturity of the principal of, or any installment of interest, including any Additional Interest, on any Security; reduce the principal amount thereof, the rate of interest thereon, or any premium payable upon the redemption thereof; reduce the amount of principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.02; change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable; or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof or, in the case of redemption, on or after the Redemption Date;

     (ii) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences as provided in this Indenture; or

     (iii) modify any of the provisions of this Section, Section 5.13, or Section 10.05, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby;

provided, further, that, in the case of the Securities of a series issued to an Issuer Trust, as long as any of the corresponding series of Preferred Securities issued by that Issuer Trust remains outstanding, (x) no such amendment shall be made that adversely affects the holders of those Preferred Securities in any material respect, no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate Liquidation Amount, as defined in the related Trust Agreement, of those Preferred Securities then outstanding unless and until the principal of and premium, if any, on the Securities of that series and all accrued and, subject to Section 3.08, unpaid interest thereon, including any Additional Interest, have been paid in full, (y) no amendment shall be made to Section 5.08 of this Indenture that would impair the rights of the holders of Preferred Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Preferred Security then outstanding unless and until the principal of and premium, if any, on the Securities of that series and all accrued and, subject to Section 3.08, unpaid interest thereon, including any Additional Interest, have been paid in full, and (z) no such amendment or waiver that requires the consent of the Holder of each Outstanding Security affected thereby shall be made without the prior consent of all the holders of the related Preferred Securities then Outstanding unless and until the principal of and premium, if any, on the Securities of that series and, subject to Section 3.08, unpaid interest thereon, including any Additional Interest, have been paid in full.

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     A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Preferred Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of that series or holders of those Preferred Securities of that corresponding series with respect to that covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or holders of Preferred Securities of any other such corresponding series.

     It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if that Act approves the substance thereof.

SECTION 9.03. Execution of Supplemental Indentures.

     In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and, subject to Section 6.01, shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of that supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent herein provided for relating to that action have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties, or immunities under this Indenture or otherwise.

SECTION 9.04. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, that supplemental indenture shall form a part of this Indenture for all purposes, and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.05. Conformity with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

SECTION 9.06. Reference in Securities to Supplemental Indentures.

     Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Company shall, bear a notation in form approved by the Company as to any matter provided for in that supplemental indenture. If the Company so determines, new Securities of any series so modified as to conform, in the opinion of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of that series.

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ARTICLE TEN

Covenants

SECTION 10.01. Payment of Principal, Premium, and Interest.

     The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of, premium, if any, and interest, including any Additional Interest, on the Securities of that series in accordance with the terms of those Securities and this Indenture.

SECTION 10.02. Maintenance of Office or Agency.

     The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for those purposes. The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company fails to maintain that office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices, and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices, and demands.

     The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of those purposes, and may from time to time rescind those designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for those purposes. The Company will give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency.

SECTION 10.03. Money for Security Payments to be Held in Trust.

     If the Company at any time acts as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of, premium, if any, or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal, premium, if any, or interest so becoming due until those sums are paid to those Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its failure so to act.

     Whenever the Company has one or more Paying Agents, it will, prior to 10:00 a.m., Wilmington, Delaware time, on each due date of the principal of, premium, if any, or interest, including any Additional Interest, on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal, premium, if any, or interest, including any Additional Interest, so becoming due, that sum to be held in trust for the benefit of the Persons entitled to that principal,

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premium, if any, or interest, including any Additional Interest, and, unless that Paying Agent is the Trustee, the Company will promptly notify the Trustee of its failure so to act.

     The Company will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which that Paying Agent agrees with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

     (i) hold all sums held by it for the payment of the principal of, premium, if any, or interest, including any Additional Interest, on the Securities of a series in trust for the benefit of the Persons entitled thereto until those sums are paid to those Persons or otherwise disposed of as provided herein;

     (ii) give the Trustee notice of any default by the Company or any other obligor upon those Securities in the making of any payment of principal, premium, if any, or interest, including any Additional Interest, in respect of any Security of any Series;

     (iii) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by that Paying Agent with respect to that series; and

     (iv) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent.

     The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or that Paying Agent, those sums to be held by the Trustee upon the same trusts as those upon which those sums were held by the Company or that Paying Agent; and, upon that payment by any Paying Agent to the Trustee, that Paying Agent shall be released from all further liability with respect to that money.

     Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of, premium, if any, or interest, including any Additional Interest, on any Security and remaining unclaimed for two years after that principal, premium, if any, or interest has become due and payable shall, unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law, be paid on Company Request to the Company, or if then held by the Company shall, unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law, be discharged from that trust; the Holder of that Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or that Paying Agent with respect to that trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or that Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of that publication, any unclaimed balance of that money then remaining will be repaid to the Company.

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SECTION 10.04. Statement as to Compliance.

     The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance, observance, or fulfillment of or compliance with any of the terms, provisions, covenants, or conditions of this Indenture, and if the Company is in default, specifying all those defaults and the nature and status thereof of which they may have knowledge. For the purpose of this Section 10.04, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

SECTION 10.05. Waiver of Certain Covenants.

     Subject to the rights of holders of Preferred Securities specified in Section 9.02, if any, the Company may omit in any particular instance to comply with any covenant or condition provided pursuant to Section 3.01, 9.01(iii), or 9.01(iv) with respect to the Securities of any series, if before or after the time for that compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of that series shall, by Act of those Holders, either waive that compliance in that instance or generally waive compliance with that covenant or condition, but no such waiver shall extend to or affect that covenant or condition except to the extent so expressly waived, and, until that waiver becomes effective, the obligations of the Company in respect of any such covenant or condition shall remain in full force and effect.

SECTION 10.06. Additional Sums.

     In the case of the Securities of a series initially issued to an Issuer Trust, as long as no Event of Default has occurred and is continuing and except as otherwise specified as contemplated by Section 2.01 or Section 3.01, if (i) an Issuer Trust is the Holder of all of the Outstanding Securities of that series, and (ii) a Tax Event has occurred and is continuing in respect of that Issuer Trust, the Company shall pay to that Issuer Trust (and its permitted successors or assigns under the related Trust Agreement) for as long as that Issuer Trust (or its permitted successor or assignee) is the registered holder of the Outstanding Securities of that series, those additional sums as may be necessary in order that the amount of Distributions, including any Additional Amounts (as defined in that Trust Agreement) then due and payable by that Issuer Trust on the related Preferred Securities and Common Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes arising from that Tax Event; provided, however, that Additional Sums shall not include any withholding taxes arising after the occurrence of a Tax Event and which have been withheld from payments to Holders of Trust Securities and for which Holders are liable (the “Additional Sums”). Whenever in this Indenture or the Securities there is a reference in any context to the payment of principal of or interest on the Securities, that mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in that context, Additional Sums are, were, or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums, if applicable, in any provision hereof shall not be construed as excluding Additional Sums

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in those provisions hereof where that express mention is not made; provided further, however, that the deferral of the payment of interest pursuant to Section 3.12 or the Securities shall not defer the payment of any Additional Sums that may be due and payable.

SECTION 10.07. Additional Covenants.

     The Company covenants and agrees with each Holder of Securities of each series that it shall not (i) make any payment of principal of, interest, or premium, if any, on or repay, repurchase, or redeem any Debt of the Company that ranks pari passu in all respects with or junior in interest to the Securities of that series, or (ii) declare or pay any dividends or distributions on, or redeem purchase, acquire, or make a liquidation payment with respect to, any shares of the Company’s capital stock, in each case other than (a) repurchases, redemptions, or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan, or other similar arrangement with or for the benefit of any one or more employees, officers, directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan, or in connection with the issuance of capital stock of the Company, or securities convertible into or exercisable for that capital stock, as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company’s capital stock, or any capital stock of a Subsidiary of the Company, for any class or series of the Company’s capital stock or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock, (c) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of that capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock, or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options, or other rights where the dividend stock or the stock issuable upon exercise of those warrants, options, or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to that stock, if at that time (A) there shall have occurred and be continuing any event (x) of which the Company has actual knowledge that, with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of that series, and (y) which the Company shall not have taken reasonable steps to cure, (B) if the Securities of that series are held by an Issuer Trust, the Company is in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Preferred Securities issued by that Issuer Trust, or (C) the Company has given notice of its election to begin an Extension Period with respect to the Securities of that series as provided herein and has not rescinded that notice, and that Extension Period, or any extension thereof, shall be continuing.

     The Company also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of that Issuer Trust, provided that any permitted successor of the Company hereunder may succeed to the Company’s ownership of those Common Securities, (ii) as holder of those Common Securities, not to voluntarily terminate, wind-up, or liquidate that Issuer Trust, other than (a) in connection with a distribution of the Securities of that series to the holders of the related Preferred Securities in liquidation of that Issuer Trust, or (b) in connection with certain mergers, consolidations, or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts,

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consistent with the terms and provisions of that Trust Agreement, to cause that Issuer Trust to continue not to be taxable as a Corporation for United States federal income tax purposes.

SECTION 10.08. Original Issue Discount.

     For each year during which any Securities that were issued with original issue discount are Outstanding, the Company shall furnish to each Paying Agent in a timely fashion that information as may be reasonably requested by each Paying Agent in order that each Paying Agent may prepare the information which it is required to report for that year on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as amended, or any successor provision thereto. That information shall include the amount of original issue discount includible in income for each $1,000 of principal amount at Stated Maturity of outstanding Securities during that year.

ARTICLE ELEVEN

Redemption of Securities

SECTION 11.01. Applicability of This Article.

     Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with that form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of that form of Security shall govern. Except as otherwise set forth in the form of Security for that series, each Security of a series shall be subject to partial redemption only in the amount of $1,000 or any integral multiples thereof.

SECTION 11.02. Election to Redeem; Notice to Trustee.

     The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company, the Company shall, at least 45 days prior to the Redemption Date, unless a shorter notice is satisfactory to the Trustee, notify the Trustee and, in the case of Securities of a series held by an Issuer Trust, the Property Trustee under the related Trust Agreement, of that date and of the principal amount of Securities of the applicable series to be redeemed and provide the additional information required to be included in the notice or notices contemplated by Section 11.04; provided that in the case of any series of Securities initially issued to an Issuer Trust, for as long as those Securities are held by that Issuer Trust, that notice shall be given not less than 45 nor more than 75 days prior to that Redemption Date, unless a shorter notice is satisfactory to the Property Trustee under the related Trust Agreement. In the case of any redemption of Securities prior to the expiration of any restriction on that redemption provided in the terms of those Securities, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with that restriction.

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SECTION 11.03. Selection of Securities to be Redeemed.

     If less than all the Securities of any series may be redeemed in accordance with the form of that Security, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of that series not previously called for redemption, by that method as the Trustee deems fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of that series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination, which shall not be less than the minimum authorized denomination, for that Security.

     The Trustee shall promptly notify the Company in writing of the Securities selected for partial redemption and the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of that Security that has been or is to be redeemed.

SECTION 11.04. Notice of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the thirtieth day, and not earlier than the sixtieth day, prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of that Holder as it appears in the Securities Register, provided that in the case of any series of Securities initially issued to an Issuer Trust, for as long as those Securities are held by that Issuer Trust, that notice shall be given not less than 45 nor more than 75 days prior to that Redemption Date unless a shorter notice shall be satisfactory to the Property Trustee under the related Trust Agreement.

     With respect to Securities of each series to be redeemed, each notice of redemption shall state:

     (i) the Redemption Date;

     (ii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date. If an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated;

     (iii) if less than all Outstanding Securities of that particular series are to be redeemed, the identification, and, in the case of partial redemption, the respective principal amounts of the particular Securities to be redeemed;

     (iv) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest, including any Additional Interest thereon, if any, shall cease to accrue on and after that date;

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

     (vi) that the redemption is for a sinking fund, if that is the case; and

     (vii) such other provisions as may be required in respect of the terms of a particular series of Securities.

     Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company, and shall be irrevocable. The notice if mailed in the manner provided above shall be conclusively presumed to have been duly given, whether or not the Holder receives that notice. In any case, a failure to give that notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

SECTION 11.05. Deposit of Redemption Price.

     Prior to 10:00 a.m., Wilmington, Delaware time, on the Redemption Date specified in the notice of redemption given as provided in Section 11.04, the Company will deposit with the Trustee or with one or more Paying Agents an amount of money sufficient to pay the Redemption Price of, and any accrued interest, including any Additional Interest, on all the Securities, or portions thereof, that are to be redeemed on that date; provided, however, that if the Company is acting as its own Paying Agent, the Company will segregate and hold that amount in trust as provided in Section 10.03.

SECTION 11.06. Payment of Securities Called for Redemption.

     If any notice of redemption has been given as provided in Section 11.04, the Securities or portion of Securities with respect to which that notice has been given shall become due and payable on the date and at the place or places stated in that notice at the applicable Redemption Price, together with accrued interest, including any Additional Interest, to the Redemption Date. On presentation and surrender of those Securities at a Place of Payment in that notice specified, those Securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price, together with accrued interest, including any Additional Interest, to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.01, installments of interest, including any Additional Interest, whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of those Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 3.08.

     Upon presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Security so presented and having the same Original Issue Date, Stated Maturity, and terms.

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     If any Security called for redemption is not so paid upon surrender thereof for redemption, the principal of and premium, if any, on that Security shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

SECTION 11.07. Right of Redemption of Securities Initially Issued to an Issuer Trust.

     In the case of the Securities of a series initially issued to an Issuer Trust, except as otherwise specified in a Board resolution or supplemental indenture for that series as contemplated by Section 3.01, the Company, at its option, and upon receipt of any required approval of the Federal Reserve Board, may, to the extent provided by the terms of those Securities, redeem those Securities (i) on or after the date specified in that Security, in whole at any time or in part from time to time, or (ii) upon the occurrence and during the continuation of a Tax Event, an Investment Company Event, or a Capital Treatment Event, at any time within 90 days following the occurrence and during the continuation of that Tax Event, Investment Company Event, or Capital Treatment Event, in whole, but not in part, in each case at a Redemption Price specified in that Security, together with accrued interest, including any Additional Interest, to, but excluding, the Redemption Date. If provided for in the form of Security, the Company also, at its option and upon prior receipt of any required approval by the Federal Reserve Board, may redeem those Securities on or after the date specified in that Security, in whole at any time or in part from time to time.

     If less than all the Securities of any such series are to be redeemed, the aggregate principal amount of those Securities remaining Outstanding after giving effect to that redemption shall be sufficient to satisfy any provisions of the Trust Agreement related to the Issuer Trust to which those Securities were issued, including any requirement in that Trust Agreement as to the minimum Liquidation Amount (as defined in that Trust Agreement) of Preferred Securities that may be held by a holder of Preferred Securities thereunder.

ARTICLE TWELVE

Sinking Funds

SECTION 12.01. Applicability of Article.

     The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01 for those Securities.

     The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is referred to herein as a “mandatory sinking fund payment;” and any sinking fund payment in excess of that minimum amount that is permitted to be made by the terms of those Securities of any series is referred to herein as an “optional sinking fund payment.” If provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.02. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of those Securities.

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SECTION 12.02. Satisfaction of Sinking Fund Payments with Securities.

     In lieu of making all or any part of a mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may, at its option, at any time no more than 16 months and no less than 45 days prior to the date on which that sinking fund payment is due, deliver to the Trustee Securities of that series (together with the unmatured coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired by the Company, except Securities of that series that have been redeemed through the application of mandatory or optional sinking fund payments pursuant to the terms of the Securities of that series, accompanied by a Company Order instructing the Trustee to credit those obligations and stating that the Securities of that series were originally issued by the Company by way of bona fide sale or other negotiation for value; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for that purpose by the Trustee at the redemption price for those Securities, as specified in the Securities to be so redeemed, for redemption through operation of the sinking fund and the amount of that sinking fund payment shall be reduced accordingly.

SECTION 12.03. Redemption of Securities for Sinking Fund.

     Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for those Securities pursuant to the terms of those Securities, the portion thereof, if any, which is to be satisfied by payment of cash in the currency in which the Securities of that series are payable, except as provided pursuant to Section 3.01, and the portion thereof, if any, that is to be satisfied by delivering and crediting Securities pursuant to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. That Officers’ Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments referred to therein, if any, on or before the succeeding sinking fund payment date. In the case of the failure of the Company to deliver that Officers’ Certificate, or, as required by this Indenture, the Securities and coupons, if any, specified in that Officers’ Certificate by the due date therefor, the sinking fund payment due on the succeeding sinking fund payment date for that series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Securities of that series subject to a mandatory sinking fund payment without the right to deliver or credit securities as provided in Section 12.02 and without the right to make the optional sinking fund payment with respect to that series at that time.

     Any sinking fund payment or payments whether mandatory or optional, made in cash, plus any unused balance of any preceding sinking fund payments made with respect to the Securities of any particular series, shall be applied by the Trustee or the Company, if the Company is acting as its own Paying Agent, on the sinking fund payment date on which that payment is made or, if that payment is made before a sinking fund payment date, on the sinking fund payment date immediately following the date of that payment, to the redemption of Securities of that series at the Redemption Price specified in those Securities with respect to the sinking fund. Any sinking fund moneys not so applied or allocated by the Trustee, or, if the Company is acting as its own Paying Agent, segregated and held in trust by the Company as provided in Section 10.03, for that series and, together with that payment, or that amount so segregated, shall be applied in accordance with the provisions of this Section 12.03. Any and all

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sinking fund moneys with respect to the Securities of any particular series held by the Trustee, or if the Company is acting as its own Paying Agent, segregated and held in trust as provided in Section 10.03, on the last sinking fund payment date with respect to Securities of that series and not held for the payment or redemption of particular Securities of that series shall be applied by the Trustee, or by the Company if the Company is acting as its own Paying Agent, together with other moneys, if necessary, to be deposited or segregated sufficient for the purpose, to the payment of the principal of the Securities of that series at Maturity. The Trustee shall select the Securities to be redeemed upon that sinking fund payment date in the manner specified in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.04. That notice having been duly given, the redemption of those Securities shall be made upon the terms and in the manner stated in Section 11.06. On or before each sinking fund payment date, the Company shall pay to the Trustee, or, if the Company is acting as its own Paying Agent, the Company shall segregate and hold in trust as provided in Section 10.03, in cash a sum in the currency in which Securities of that series are payable, except as provided pursuant to Section 3.01, equal to the principal and premium, if any, and any interest, including any Additional Interest, accrued to the Redemption Date for Securities or portions thereof to be redeemed on that sinking fund payment date pursuant to this Section 12.03.

     Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of that series by operation of the sinking fund for that series during the continuance of a default in payment of interest, if any, on any Securities of that series or of any Event of Default, other than an Event of Default occurring as a consequence of this paragraph, with respect to the Securities of that series, except that if the notice of redemption has been provided in accordance with the provisions hereof, the Trustee, or the Company, if the Company is then acting as its own Paying Agent, shall redeem those Securities if cash sufficient for that purpose shall be deposited with the Trustee, or segregated by the Company, for that purpose in accordance with the terms of this Article 12. Except as aforesaid, any moneys in the sinking fund for that series at the time when any such default or Event of Default occurs and any moneys thereafter paid into that sinking fund shall, during the continuance of that default or Event of Default, be held as security for the payment of the Securities and coupons, if any, of that series; provided, however, that in case that default or Event of Default shall have been cured or waived herein, those moneys shall thereafter be applied on the next sinking fund payment date for the Securities of that series on which those moneys may be applied pursuant to the provisions of this Section 12.03.

ARTICLE THIRTEEN

Subordination of Securities

SECTION 13.01. Securities Subordinate to Senior Indebtedness.

     The Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner set forth in this Article hereinafter, the payment of the principal of, premium, if any, and interest, including any Additional Interest, on each and all of the Securities of each and every series hereby are

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expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

   SECTION 13.02. No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon Dissolution, etc.

     If the Company defaults in the payment of any principal of, premium, if any, or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity, at a date fixed for prepayment, by declaration of acceleration, or otherwise, then, upon written notice of that default to the Company by the holders of Senior Indebtedness or any trustee therefor, unless and until that default has been cured or waived or has ceased to exist, no direct or indirect payment, whether in cash, property, securities, by set-off, or otherwise, shall be made or agreed to be made on account of the principal of, premium, if any, or interest, including any Additional Interest, on any of the Securities, or in respect of any redemption, repayment, retirement, purchase, or other acquisition of any of the Securities.

     In the event of: (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition, or other similar proceedings relating to the Company, its creditors, or its property; (b) any proceeding for the liquidation, dissolution, or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (c) any assignment by the Company for the benefit of creditors; or (d) any other marshalling of the assets of the Company (each such event, if any, sometimes referred to herein as a “Proceeding”), all Senior Indebtedness, including any interest thereon accruing after the commencement of any Proceeding, shall first be paid in full before any payment or distribution, whether in cash, securities, or other property, is made to any Holder of any of the Securities on account thereof. Other than securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment, any payment or distribution, whether in cash, securities, or other property, which would otherwise but for these subordination provisions be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among those holders until all Senior Indebtedness, including any interest thereon accruing after the commencement of any Proceeding, shall have been paid in full.

     In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid principal of, premium, if any, and interest on the Securities and those other obligations before any payment or other distribution, whether in cash, property, or otherwise, is made on account of any capital stock or any obligations of the Company ranking junior to the Securities and those other obligations. If, notwithstanding the foregoing, any payment or distribution of any character on any security, whether in cash, securities, or other property, other than securities of the Company or any other Corporation provided for by a plan of reorganization or readjustment the

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payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness outstanding at the time and to any securities issued in respect thereof under any such plan of reorganization or readjustment, is received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Indebtedness has been paid in full, that payment, distribution, or security shall be received in trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Indebtedness outstanding at the time in accordance with the priorities then existing among those holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution, or security, each holder of Senior Indebtedness hereby is irrevocably authorized to endorse or assign the same.

     The Trustee and the Holders shall take such action, including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Indebtedness or consent to the filing of a financing statement with respect hereto, as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness outstanding at the time, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions.

     The provisions of this Section 13.02 shall not impair any rights, interests, remedies, or powers of any secured creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture.

     The securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent those obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

SECTION 13.03. Payment Permitted If No Default.

     Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent: (a) the Company, at any time, except during the pendency of the conditions described in the first paragraph of Section 13.02 or of any Proceeding referred to in Section 13.02, from making payments at any time of principal of, premium, if any, or interest, including any Additional Interest, on the Securities; or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of, premium, if any, or interest, including any Additional Interest, on the Securities or the retention of that payment by the Holders, if, at the time of that application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article.

SECTION 13.04. Subrogation to Rights of Holders of Senior Indebtedness.

     Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for that payment in cash, cash equivalents, or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of that Senior

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Indebtedness pursuant to the provisions of this Article, equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior Indebtedness of the Company to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of that Senior Indebtedness, and to the rights of the holders of that Senior Indebtedness to receive payments and distributions of cash, property, and securities applicable to the Senior Indebtedness until the principal of, premium, if any, and interest, including any Additional Interest, on the Securities is paid in full. For purposes of that subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property, or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

SECTION 13.05. Provisions Solely to Define Relative Rights.

     The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article, elsewhere in this Indenture, or in the Securities is intended to or shall: (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of, premium, if any, and interest, including any Additional Interest, on the Securities as and when the same become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security, or, to the extent expressly provided herein, the holder of any Preferred Security, from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property, and securities otherwise payable or deliverable to the Trustee or that Holder.

SECTION 13.06. Trustee to Effectuate Subordination.

     Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take that action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all such purposes. Notwithstanding any other provisions of this Indenture, neither the Trustee nor the Paying Agent shall be charged with knowledge of the existence of any Senior Indebtedness or of any event that would prohibit the making of any payment of moneys to or by the Trustee or that Paying Agent unless and until the Trustee or the Paying Agent shall have received written notice thereof from the Company or from the holder of any Senior Indebtedness or from the representative of any such holder or from any creditor in respect of any Senior Indebtedness.

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SECTION 13.07. No Waiver of Subordination Provisions.

     No right of any present or future holder of any Senior Indebtedness to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company, any act or failure to act, in good faith, by any such holder, or any noncompliance by the Company with the terms, provisions, and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or otherwise be charged with.

     Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Indebtedness may, at any time and from to time, without the consent of or notice to the Trustee or the Holders of the Securities of any series, without incurring responsibility to those Holders of the Securities, and without impairing or releasing the subordination provided in this Article or the obligations hereunder of those Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place, or terms of payment, extend the time of payment of, or renew or alter Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness, any instrument evidencing the same, or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release, or otherwise deal with any property pledged, mortgaged, or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

SECTION 13.08. Notice to Trustee.

     The Company shall give prompt written notice to the Trustee of any fact known to the Company that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any fact that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee has received written notice thereof from the Company, a holder of Senior Indebtedness, or any trustee, agent, or representative therefor; provided, however, that if the Trustee has not received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose, including the payment of the principal of, premium, if any, or interest, including any Additional Interest, on any Security, then, anything contained herein to the contrary notwithstanding, the Trustee shall have full power and authority to receive those monies and apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to that date.

     Subject to the provisions of Section 6.01, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness, or a trustee or attorney-in-fact therefor, to establish that such notice has been given by a holder of Senior Indebtedness or that trustee or attorney-in-fact therefor. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request that Person to furnish evidence to

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the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by that Person, the extent to which that Person is entitled to participate in that payment or distribution, and any other facts pertinent to the rights of that Person under this Article, and if that evidence is not furnished, the Trustee may defer any payment to that Person pending judicial determination as to the right of that Person to receive that payment.

SECTION 13.09. Reliance on Judicial Order or Certificate of Liquidating Agent.

     Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which that Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent, or other Person making that payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in that payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article.

SECTION 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

     The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it in good faith mistakenly pays over or distributes to Holders of Securities, the Company, or any other Person cash, property, or securities to which any holders of Senior Indebtedness are entitled by virtue of this Article or otherwise.

SECTION 13.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.

     The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness that may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

SECTION 13.12. Article Applicable to Paying Agents.

     If at any time any Paying Agent other than the Trustee has been appointed by the Company and is then acting hereunder, the term “Trustee” as used in this Article shall in that case, unless the context otherwise requires, be construed as extending to and including that Paying Agent within its meaning as fully for all intents and purposes as if that Paying Agent were named in this Article in addition to or in place of the Trustee.

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

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested.

WILMINGTON TRUST CORPORATION
By:	[                      ]
Name:	[                      ]
Title:	[                      ]

Attest:

[Name]

[Title]

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
	By:	[                      ]
	Name:	[                      ]
NO SEAL	Title:	[                      ]

Attest:

STATE OF DELAWARE	,
	, ss.:
COUNTY OF NEW CASTLE,

     On                     ,                     , before me, the undersigned, a Notary Public in and for the State of Delaware, personally appeared [                     ], personally known to me, or proved to me on the basis of satisfactory evidence, to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal.
SIGNATURE:			, This area for official notarial seal,
	Name: [	]
	Address:
	[	]

70

STATE OF DELAWARE	,
	, ss.:
COUNTY OF NEW CASTLE,

     On before me, the undersigned, a Notary Public in and for the State of Delaware personally appeared [Name, Title], personally known to me, or proved to me on the basis of satisfactory evidence, to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same in his/her authorized capacity, and that the foregoing instrument is the free act and deed of the entity upon behalf of which such person acted.

WITNESS my hand and official seal.
SIGNATURE:			, This area for official notarial seal,
	Name: [	]
	Address:
	[	]

71

EX-4.9

Exhibit 4.9

CERTIFICATE OF TRUST

OF WILMINGTON TRUST CAPITAL A

     This Certificate of Trust of Wilmington Trust Capital A is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the “Act”):

     1. NAME. The name of the statutory trust formed hereby is Wilmington Trust Capital A.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the Trust in the State of Delaware are Wells Fargo Delaware Trust Company, 919 North Market Street, Suite 1600, Wilmington, Delaware 19801, Attention: Corporate Trust Administration.

     3. DULY AUTHORIZED. The Trustee is duly authorized to sign this Certificate of Trust.

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

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee
By:	/s/ Amy L. Martin
Name:	Amy L. Martin
Title:	Vice President

EX-4.10

Exhibit 4.10

TRUST AGREEMENT
OF
WILMINGTON TRUST CAPITAL A

     THIS TRUST AGREEMENT, dated as of December 5, 2008, between Wilmington Trust Corporation (“Sponsor”), Wells Fargo Delaware Trust Company, a Delaware limited purpose trust company (“Delaware Trustee”), and David R. Gibson and Gerard A. Chamberlain (“Administrators”). The Sponsor and the Delaware Trustee hereby agree as follows:

     1. The trust created hereby shall be known as Wilmington Trust Capital A (the “Trust”), in which name the Delaware Trustee and the Administrators, or the Sponsor to the extent provided herein, may conduct the business and affairs of the Trust, contract on behalf of the Trust, and sue and be sued on behalf of the Trust.

     2. The Sponsor hereby assigns, transfers, conveys, and sets over to the Trust the sum of Ten Dollars ($10). Such amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitute a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801 et seq. (the “Statutory Trust Act”), and that this document constitutes the governing instrument of the Trust. The Delaware Trustee is hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act in the form attached hereto as Exhibit A.

     3. The Sponsor, the Delaware Trustee, and the Administrators will enter into an amended and restated Trust Agreement, satisfactory to each such party, to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities as defined therein. Prior to the execution and delivery of such amended and restated Trust Agreement, neither the Delaware Trustee nor the Administrators shall have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents, or approvals required by applicable law or otherwise. Notwithstanding the foregoing, the Delaware Trustee and the Administrators may take all actions deemed proper as are necessary to effect the transactions contemplated herein.

     4. The Sponsor agrees to (a) pay the fees of the Delaware Trustee as agreed to separately in writing and (b) indemnify the Administrators, the Delaware Trustee, and any of the officers, directors, employees and agents of the Delaware Trustee (the “Indemnified Persons”) for, and to hold each Indemnified Person harmless against, any liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses (including reasonable legal fees and expenses) of defending itself against or investigating any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

     5. The Sponsor, as sponsor of the Trust, is hereby authorized, in its discretion, (i) to file with the Securities and Exchange Commission (the “Commission”) and to execute, in the

case of the 1933 Act Registration Statement and 1934 Act Registration Statement (as herein defined), on behalf of the Trust, (a) a Registration Statement (the “1933 Act Registration Statement”), which may be an automatically effective registration statement, including all pre-effective and post-effective amendments thereto, relating to the registration under the Securities Act of 1933, as amended (the “1933 Act”), of the Preferred Securities or Common Securities of the Trust, (b) any preliminary prospectus, prospectus, or supplement thereto, or free-writing prospectus relating to the Preferred Securities or Common Securities of the Trust required to be filed pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or other appropriate form (the “1934 Act Registration Statement”), including all pre-effective and post-effective amendments thereto, relating to the registration of the Preferred Securities or Common Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or other exchange or interdealer quotation system, and execute on behalf of the Trust, a listing application and all other applications, statements, certificates, agreements, and other instruments as shall be necessary or desirable to cause the Preferred Securities or Common Securities of the Trust to be listed on the New York Stock Exchange or such other exchange or interdealer quotation system; (iii) to file and execute on behalf of the Trust, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process, and other papers and documents that shall be necessary or desirable to register the Preferred Securities or Common Securities of the Trust under the securities or “Blue Sky” laws of such jurisdictions as the Sponsor, on behalf of the Trust, may deem necessary or desirable; (iv) to execute and deliver letters or documents to, or instruments for filing with, a depository relating to the Preferred Securities or Common Securities of the Trust; and (v) to execute, deliver, and perform on behalf of the Trust an underwriting agreement with one or more underwriters relating to the offering of the Preferred Securities or Common Securities of the Trust.

     6. This Trust Agreement may be executed in one or more counterparts.

     7. The Delaware Trustee shall be the initial trustee of the Trust. Thereafter, the Sponsor may increase or decrease (but not below one) the number of trustees of the Trust by executing a written instrument fixing such number, provided, however, that so long as it is required by the Statutory Trust Act, one trustee of the Trust shall be either a natural person who is a resident of the State of Delaware or an entity other than a natural person that has its principal place of business in the State of Delaware and that, in either case, otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Sponsor is entitled to appoint or remove without cause any trustee at any time. Either the Delaware Trustee or any Administrator may resign upon thirty days’ prior written notice to the Sponsor.

     8. This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without regard to conflict of laws principles that would call for the application of the substantive law of any jurisdiction other than the State of Delaware).

[Remainder of page intentionally left blank]

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

WILMINGTON TRUST CORPORATION Sponsor			WELLS FARGO DELAWARE TRUST COMPANY
			as Delaware Trustee
By:	/s/ Gerard A. Chamberlain	By:	/s/ Amy L. Martin
	Name: Gerard A. Chamberlain	Name:	Amy L. Martin
	Title: Vice President	Title:	Vice President

In his capacity as Administrator

/s/ David R. Gibson

David R. Gibson         

In his capacity as Administrator

/s/ Gerard A. Chamberlain

Gerard A. Chamberlain

- 3 -

EX-4.11

Exhibit 4.11

Form of

AMENDED AND RESTATED TRUST AGREEMENT

among

WILMINGTON TRUST CORPORATION,
as Sponsor

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Property Trustee

WELLS FARGO DELAWARE TRUST COMPANY,
as Delaware Trustee

the Administrators named herein

and the several Holders of the Trust Securities

Dated as of                    

WILMINGTON TRUST CAPITAL A

CROSS REFERENCE TABLE 1

Section of Trust
Indenture Act of	Section of
1939, as amended	Agreement
310 (a)(1)	8.7
(a) (2)	8.7
(a) (3)	8.9
(a) (4)	2.7(a) (ii)(E)
(b)	8.8; 10.10
(c)	Inapplicable
311(a)	8.13
(b)	8.13
(c)	Inapplicable
312(a)	5.7; 10.10
(b)	5.7; 10.10
(c)	5.7
313(a)	8.15 (a)
(b)	8.15(b)
(c)	10.8
(d)	Inapplicable
314(a)	8.16
(b)	Inapplicable
(c) (1)	8.17
(c) (2)	8.17
(c) (3)	Inapplicable
(d)	Inapplicable
(e)	1.1; 8.17
(f)	Inapplicable
315(a)	8.1(a); 8.1(d); 8.1(e); 8.3(a)
(b)	8.2; 10.8
(c)	8.1(a); 8.1(e)(iii)
(d)	8.1; 8.3
(e)	Inapplicable
316 (a)(1)	5.14(b)
(a) (2)	Inapplicable
(b)	5.14(c)
(c)	6.7
317(a)	8.14
(b)	5.9
318(a)	10.10

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

Table of Contents

	Page
ARTICLE 1 DEFINED TERMS		1
SECTION 1.1. Definitions		1
ARTICLE 2 CONTINUATION OF THE ISSUER TRUST		10
SECTION 2.1. Name		10
SECTION 2.2. Office of the Delaware Trustee; Principal Place of Business		10
SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses		10
SECTION 2.4. Issuance of the Preferred Securities		11
SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of Debentures		11
SECTION 2.6. Declaration of Trust		12
SECTION 2.7. Authorization to Enter into Certain Transactions		12
SECTION 2.8. Assets of Trust		15
SECTION 2.9. Title to Trust Property		16
ARTICLE 3 PAYMENT ACCOUNT		16
SECTION 3.1. Payment Account		16
ARTICLE 4 DISTRIBUTIONS; REDEMPTION		16
SECTION 4.1. Distributions		16
SECTION 4.2. Redemption		17
SECTION 4.3. Subordination of Common Securities		19
SECTION 4.4. Payment Procedures		20
SECTION 4.5. Tax Returns and Reports		20
SECTION 4.6. Payment of Expenses of the Issuer Trust		20
SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions		21
ARTICLE 5 TRUST SECURITIES CERTIFICATES		21
SECTION 5.1. Initial Ownership		21
SECTION 5.2. Trust Securities Certificates		21
SECTION 5.3. Execution and Delivery of Trust Securities Certificates		21
SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities Certificates		22
SECTION 5.5. Mutilated, Destroyed, Lost, or Stolen Trust Securities Certificates		22
SECTION 5.6. Persons Deemed Holders		23
SECTION 5.7. Access to List of Holders’ Names and Addresses		23
SECTION 5.8. Maintenance of Office or Agency		24
SECTION 5.9. Appointment of Paying Agent		24
SECTION 5.10. Ownership of Common Securities by Sponsor		24
SECTION 5.11. Global Preferred Securities Certificates; Common Securities Certificate		25
SECTION 5.12. Notices to Clearing Agency		25

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	Page
SECTION 5.13. Definitive Preferred Securities Certificates		26
SECTION 5.14. Rights of Holders; Waivers of Past Defaults		27
SECTION 5.15. CUSIP Numbers		29
ARTICLE 6 ACTS OF HOLDERS; MEETINGS; VOTING		29
SECTION 6.1. Limitations on Voting Rights		29
SECTION 6.2. Notice of Meetings		30
SECTION 6.3. Meetings of Holders of the Preferred Securities		30
SECTION 6.4. Voting Rights		30
SECTION 6.5. Proxies		30
SECTION 6.6. Holder Action by Written Consent		31
SECTION 6.7. Record Date for Voting and Other Purposes		31
SECTION 6.8. Acts of Holders		31
SECTION 6.9. Inspection of Records		32
ARTICLE 7 REPRESENTATIONS AND WARRANTIES		32
SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee		32
SECTION 7.2. Representations and Warranties of Sponsor		34
ARTICLE 8 THE ISSUER TRUSTEES AND ADMINISTRATORS		34
SECTION 8.1. Certain Duties and Responsibilities		34
SECTION 8.2. Certain Notices		36
SECTION 8.3. Certain Rights of Property Trustee		37
SECTION 8.4. Not Responsible for Recitals or Issuance of Securities		38
SECTION 8.5. May Hold Securities		39
SECTION 8.6. Compensation; Indemnity; Fees		39
SECTION 8.7. Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrators		40
SECTION 8.8. Conflicting Interests		40
SECTION 8.9. Co-Trustees and Separate Trustee		41
SECTION 8.10. Resignation and Removal; Appointment of Successor		42
SECTION 8.11. Acceptance of Appointment by Successor		43
SECTION 8.12. Merger, Conversion, Consolidation, or Succession to Business		44
SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer Trust		44
SECTION 8.14. Trustee May File Proofs of Claim		44
SECTION 8.15. Reports by Property Trustee		45
SECTION 8.16. Reports to the Property Trustee		46
SECTION 8.17. Evidence of Compliance with Conditions Precedent		46
SECTION 8.18. Number of Issuer Trustees		46
SECTION 8.19. Delegation of Power		46
ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER		47
SECTION 9.1. Dissolution Upon Expiration Date		47
SECTION 9.2. Early Dissolution		47
SECTION 9.3. Dissolution		47
SECTION 9.4. Liquidation		48

- ii -

	Page
SECTION 9.5. Mergers, Consolidations, Amalgamations, or Replacements of Issuer Trust		49
ARTICLE 10 MISCELLANEOUS PROVISIONS		50
SECTION 10.1. Limitation of Rights of Holders		50
SECTION 10.2. Amendment		50
SECTION 10.3. Separability		52
SECTION 10.4. Governing Law		52
SECTION 10.5. Payments Due on Non-Business Day		52
SECTION 10.6. Successors		52
SECTION 10.7. Headings		52
SECTION 10.8. Reports, Notices, and Demands		53
SECTION 10.9. Agreement Not to Petition		54
SECTION 10.10. Trust Indenture Act; Conflict with Trust Indenture Act		54
SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement, and Indenture		54
SECTION 10.12. Counterparts		55

- iii -

AMENDED AND RESTATED TRUST AGREEMENT

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of                      among WILMINGTON TRUST CORPORATION, a Delaware corporation (including any successors or assigns, the “Sponsor”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as property trustee (in that capacity, the “Property Trustee”), WELLS FARGO DELAWARE TRUST COMPANY, a Delaware banking corporation, as Delaware trustee (in that capacity, the “Delaware Trustee”, and together with the Property Trustee, the “Issuer Trustees”), David R. Gibson, an individual, and Gerard A. Chamberlain, an individual, each of whose address is c/o Wilmington Trust Corporation, Rodney Square North, 1100 North Market Street, Wilmington, DE 19890 as the initial Administrators (as hereinafter defined), and (v) the several Holders, as hereinafter defined.

WITNESSETH

     WHEREAS, the Sponsor, the Delaware Trustee, and the Administrators have heretofore duly declared and established a statutory trust pursuant to the Delaware Statutory Trust Act (the “Issuer Trust”) by entering into that certain Trust Agreement, dated as of December 5, 2008 (the “Original Trust Agreement”), and by the execution and filing by the Delaware Trustee with the Secretary of State of the State of Delaware of that certain Certificate of Trust, filed on December 5, 2008, attached as Exhibit A (the “Certificate of Trust”); and

     WHEREAS, the Sponsor, the Issuer Trustees, and the Administrators desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things: (a) the issuance of the Common Securities by the Issuer Trust to the Sponsor; (b) the issuance and sale of the Preferred Securities by the Issuer Trust pursuant to the Underwriting Agreement; and (c) the acquisition by the Issuer Trust from the Sponsor 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 receipt and sufficiency of which are hereby acknowledged, each party, for the benefit of the other parties and for the benefit of the Holders, hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows:

ARTICLE 1
DEFINED TERMS

     SECTION 1.1. Definitions.

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

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

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

     (c) The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation;”

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

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

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

     “Acceleration Event of Default” means any “Event of Default” specified in clauses (iv) through (vi) of Section 5.01 of the Indenture.

     “Act” has the meaning specified in Section 6.8.

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

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

     “Administrator” means each of the individuals identified as an “Administrator” in the preamble to this Trust Agreement solely in that individual’s capacity as Administrator of the Issuer Trust and not in that individual’s individual capacity, that Administrator’s successor in interest in that capacity, or any successor Administrator appointed as provided herein.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with that specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of that 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 Preferred Security, the rules and procedures of the Clearing Agency for that Global Preferred Security, in each case to the extent applicable to that transaction and as in effect from time to time.

     “Bankruptcy Event” means, with respect to any Person:

     (a) the entry of a decree or order by a court having jurisdiction in the premises judging that Person a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjudication, composition of or in respect of that Person under any applicable Federal or state bankruptcy, insolvency, reorganization, or other similar law,

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

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

     “Board of Directors” means the board of directors of the Sponsor or any duly authorized committee of the board of directors of the Sponsor.

     “Business Day” means a day other than (a) a Saturday or Sunday, (b) a day on which banking institutions in Wilmington, Delaware are authorized or required by law or executive order to remain closed, or (c) a day on which the Property Trustee’s Corporate Trust Office or the Corporate Trust Office of the Debenture Trustee is closed for business.

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

     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act. DTC will be the initial Clearing Agency.

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

     “Closing Date” means the Time of Delivery, which date is also the date of execution and delivery of this Trust Agreement.

     “Code” means the Internal Revenue Code of 1986, as amended.

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

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

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     “Common Securities Subscription Agreement” means the subscription agreement executed and delivered by the Sponsor and the Issuer Trust contemporaneously with the execution and delivery of this Trust Agreement, pursuant to which the Sponsor will agree to buy and the Issuer Trust will agree to sell the Common Securities.

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

     “Corporate Trust Office” means (i) when used with respect to the Property Trustee, the office of the Property Trustee located in Wilmington, Delaware, and (ii) when used with respect to the Debenture Trustee, the office of the Debenture Trustee located in Wilmington, Delaware.

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

     “Debenture Purchase Agreement” means the debenture purchase agreement executed and delivered by the Sponsor and the Issuer Trust contemporaneously with the execution and delivery of this Trust Agreement, pursuant to which the Sponsor will agree to issue and the Issuer Trust will agree to purchase the Debentures.

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

     “Debenture Trustee” means Wells Fargo Bank, National Association, solely in its capacity as trustee pursuant to the Indenture and not in its individual capacity, or its successor in interest in that capacity, or any successor trustee appointed as provided in the Indenture.

     “Debentures” means the Sponsor’s                     % Junior Subordinated Debentures due 20___, issued pursuant to the Indenture.

     “Definitive Preferred Securities Certificates” means either or both (as the context requires) of: (i) Preferred Securities issued as Global Preferred Securities Certificates as provided in Section 5.11; and (ii) Preferred Securities Certificates issued in certificated, fully registered form as provided in Section 5.13.

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

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

     “Direct Action” has the meaning specified in Section 5.14(c).

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

- 4 -

     “Distribution Period” means the period of time beginning on any Distribution Date and ending on the day immediately preceding the next succeeding Distribution Date.

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

     “DTC” means The Depository Trust Company.

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

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

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

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

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

     (d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Issuer Trustees in this Trust Agreement other than those specified in clause (b) or (c) above and continuation of that default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Issuer Trustees and to the Sponsor by the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Preferred Securities a written notice specifying that default or breach, requiring it to be remedied, and stating that such notice is a “Notice of Default” hereunder; or

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

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

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

     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, as constituted from time to time, or if at any time after the execution of this Trust Agreement the Federal Reserve Board is not existing and performing the duties now assigned to it, the body performing those duties at that time.

     “Global Preferred Securities Certificate” means a Preferred Securities Certificate issued to a Clearing Agency pursuant to Section 2.4 evidencing record ownership of Preferred Securities substantially in the form attached as Exhibit C.

- 5 -

     “Global Preferred Security” means a Preferred Security, the ownership and transfers of which shall be made through book-entry by a Clearing Agency as described in Section 5.11.

     “Guarantee” means the Guarantee Agreement executed and delivered by the Sponsor and Wells Fargo Bank, National Association, as guarantee trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the holders of the Preferred Securities, as amended from time to time.

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

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

     “Indenture” means the Junior Subordinated Indenture, dated as of ___, 20___, between the Sponsor and the Debenture Trustee, as trustee, as amended or supplemented from time to time.

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

     “Issuer Letter of Representations” means the agreement among the Issuer Trust and DTC, as the initial Clearing Agency, dated as of the Closing Date, or such other agreement as may be entered into from time to time among the Issuer Trust, the Sponsor, and DTC, as the same be amended or supplemented from time to time.

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

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

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

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

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

     “Liquidation Date” means the date of the termination of the Issuer Trust pursuant to Section 9.4.

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

     “Majority in Liquidation Amount of the Preferred Securities” or “Majority in Liquidation Amount of the Common Securities” means, except as provided by the Trust Indenture Act, Preferred Securities or Common Securities, as the case may be, representing more than 50% of the aggregate Liquidation Amount of all then Outstanding Preferred Securities or Common Securities, as the case may be.

     “Majority Holders” means the Owners of Preferred Securities Certificates representing beneficial interests aggregating at least a Majority in Liquidation Amount of the Preferred Securities.

     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman of the Board, the President, a Vice Chairman of the Board, or a Vice President of that Person, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary, or an Assistant Secretary of that Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

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

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

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

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

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

     (c) Trust Securities that have been paid or in exchange for or in lieu of which other Preferred Securities have been executed and delivered pursuant to Sections 5.4, 5.5, 5.11, and 5.13; provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Preferred Securities have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Preferred Securities owned by the Sponsor, any Administrator, any Issuer Trustee, or any Affiliate of the Sponsor or any Issuer Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Issuer Trustee or Administrator is protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Preferred Securities that such Issuer Trustee or Administrator knows to be so owned shall be so disregarded, and (b) the foregoing shall not apply at any time when all of the outstanding Preferred Securities are owned by the Sponsor, one or more of the Issuer Trustees, one or more of the Administrators, and/or any such Affiliate. Preferred Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrators the pledgee’s right so to act with respect to those Preferred Securities and that the pledgee is not the Sponsor or any Affiliate of the Sponsor.

     “Owner” means each Person who is the beneficial owner of Global Preferred Securities as reflected in the records of the Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as reflected in the records of a Person maintaining an account with that Clearing Agency (directly or indirectly, in accordance with the rules of that Clearing Agency).

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

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

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

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

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

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

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

     “Redemption Price” means, with respect to any Trust Security, the Liquidation Amount of that Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, plus the related amount of the premium, if any, required to be paid by the Sponsor upon the concurrent redemption of a Like Amount of Debentures.

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

     “Responsible Officer,” when used with respect to the Property Trustee, means any officer of the Property Trustee with direct responsibility for the administration of this Trust Agreement and also means, with respect to a particular corporate trust matter, any other officer of the Property Trustee to whom that matter is referred because of his knowledge of and familiarity with the particular subject.

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

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

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

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

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

     “Time of Delivery” has the meaning specified in the Underwriting Agreement.

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

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     “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 that date, to the extent required by any such amendment, “Trust Indenture Act” means the Trust Indenture Act of 1939 as so amended.

     “Trust Property” means (a) the Debentures, (b) any cash on deposit in, or owing to, the Payment Account, and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

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

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

     “Underwriting Agreement” means the Underwriting Agreement, dated as of                     , among the Issuer Trust, the Sponsor, and                     , as representative of the underwriters named therein, and also shall include any related pricing agreement.

     “Vice President,” when used with respect to the Sponsor, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

ARTICLE 2
CONTINUATION OF THE ISSUER TRUST

     SECTION 2.1. Name.

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

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

     The address of the Delaware Trustee in the State of Delaware is 919 North Market Street, Suite 1600, Wilmington, DE 19801, Attention: Corporate Trust Services, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Sponsor, the Property Trustee, and the Administrators. The principal executive office of the Issuer Trust is Rodney Square North, 1100 North Market Street, Wilmington, DE 19890.

     SECTION 2.3. Initial Contribution of Trust Property; Organizational Expenses.

     The Issuer Trustees acknowledge receipt from the Sponsor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Sponsor shall pay organizational expenses of the Issuer Trust as they arise or shall, upon request

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of any Issuer Trustee, promptly reimburse that Issuer Trustee for any such expenses paid by that Issuer Trustee. The Sponsor shall make no claim upon the Trust Property for the payment of such expenses.

     SECTION 2.4. Issuance of the Preferred Securities.

     On                     , the Sponsor, both on its own behalf and on behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrator, on behalf of the Issuer Trust, shall execute in accordance with Sections 5.2, 5.3, and 8.9(a) and deliver to the Property Trustee for authentication and the Property Trustee will deliver to the Underwriters named in the Underwriting Agreement a Global Preferred Securities Certificate, registered in the name of the nominee of the initial Clearing Agency, in an aggregate number of                      Preferred Securities having an aggregate Liquidation Amount of $                    , against payment of the purchase price therefor in immediately available funds, which funds that Administrator shall promptly deliver to the Property Trustee (or the Paying Agent on behalf of the Property Trustee, if a Paying Agent has been appointed). On any one or more dates after the execution and delivery of this Trust Agreement, additional Global Preferred Securities Certificates representing Preferred Securities may be issued in accordance with Section 5.3, registered in the name of the nominee of the Clearing Agency, against receipt by the Property Trustee of payment of the purchase price determined by the Sponsor.

     SECTION 2.5. Issuance of the Common Securities; Subscription and Purchase of Debentures.

     Contemporaneously with the execution and delivery of this Trust Agreement, an Administrator, on behalf of the Issuer Trust, shall execute in accordance with Section 5.3 and deliver to the Sponsor Common Securities Certificates, registered in the name of the Sponsor, in an aggregate amount of                      Common Securities having an aggregate Liquidation Amount of $                    , against payment by the Sponsor of the purchase price therefor in immediately available funds, which amount that Administrator shall promptly deliver to the Property Trustee. Contemporaneously therewith, an Administrator, on behalf of the Issuer Trust, shall subscribe to and purchase from the Sponsor Debentures registered in the name of the Issuer Trust and having an aggregate principal amount equal to $                     and deliver to the Sponsor the purchase price therefor in an amount equal to the sum of the amounts delivered to the Property Trustee pursuant to (i) the second sentence of Section 2.4 and (ii) the first sentence of this Section 2.5. In connection with any subsequent issuance of Preferred Securities as set forth in the last sentence of Section 2.4, an Administrator, on behalf of the Issuer Trust, shall, contemporaneously with any such additional issuance, subscribe to and purchase from the Sponsor Debentures, registered in the name of the Issuer Trust, having an aggregate principal amount equal to the aggregate Liquidation Amount of Preferred Securities being issued by the Issuer Trust pursuant to the last sentence of Section 2.4 against payment of a purchase price equal to the aggregate purchase price of the Preferred Securities being so issued.

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     SECTION 2.6. Declaration of Trust.

     The exclusive purposes and functions of the Issuer Trust are: (a) to issue and sell Trust Securities; (b) use the proceeds from that sale to acquire the Debentures; and (c) to engage in those activities necessary, convenient, or incidental thereto. The Sponsor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers, and duties to the extent set forth herein, and the Issuer Trustees hereby accept that appointment. The Sponsor hereby appoints the Administrators as agents of the Issuer Trust, to have all the rights, powers, and duties to the extent set forth herein, and the administrators hereby accept that 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 Issuer Trust and the Holders. The Administrators shall have all rights, powers, and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Property Trustee or the Administrators set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act and for taking those actions as are required to be taken by a Delaware trustee under the Delaware Statutory Trust Act.

     SECTION 2.7. Authorization to Enter into Certain Transactions.

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

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

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

               (B) causing the Issuer Trust to enter into and execute, deliver, and perform on behalf of the Issuer Trust the Underwriting Agreement, the Common Securities Subscription Agreement, the Debenture Purchase Agreement, the Issuer Letter of Representations and those other agreements as may be necessary or desirable in connection with the purposes and function of the Issuer Trust;

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

               (D) assisting in the listing of the Preferred Securities upon such securities exchange or exchanges as shall be determined by the Sponsor, with the registration of

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the Preferred Securities under the Exchange Act, if required, and with the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing;

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

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

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

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

               (I) unless otherwise determined by the Sponsor, the Property Trustee, or the Administrators or as otherwise required by the Delaware Statutory Trust Act or the Trust Indenture Act, executing on behalf of the Issuer Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Trust Agreement; and

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

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

               (A) the establishment of the Payment Account;

               (B) the receipt of the Debentures;

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

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

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

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

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

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

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

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

     (b) As long as this Trust Agreement remains in effect, the Issuer Trust (or the Issuer Trustees or Administrators acting on behalf of the Issuer Trust) shall not undertake any business, activities, or transactions except as expressly provided herein or contemplated hereby. In particular, neither the Issuer Trustees nor the Administrators, in each case acting on behalf of the Issuer Trust, shall: (i) acquire any investments or engage in any activities not authorized by this Trust Agreement; (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off, or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein; (iii) take any action that would reasonably be expected to cause the Issuer Trust to become taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes; (iv) incur any indebtedness for borrowed money or issue any other debt; (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property; (vi) invest any proceeds received by the Issuer Trust from holding the Debentures, but shall distribute all such proceeds to Holders of Trust Securities pursuant to the terms of this Trust Agreement and the Trust Securities; (vii) acquire any assets other than the Trust Property; (viii) possess any power or otherwise act in such a way as to vary the Trust Property; (ix) possess any power or otherwise act in such a way as to vary the terms of the Trust Securities in any way whatsoever (except to the extent expressly authorized in this Trust Agreement or by the terms of the Trust Securities); or (x) issue any securities or other evidences of beneficial ownership of, or beneficial interest in, the Issuer Trust other than the Trust Securities. The Administrators on behalf of the Issuer Trust shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interests of the Issuer Trust or the Holders in their capacity as Holders.

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

          (i) the preparation and filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on the appropriate form in relation to the Preferred Securities, including any amendments thereto and the taking of any

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action necessary or desirable to sell the Preferred Securities in a transaction or a series of transactions pursuant thereto;

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

          (iii) the preparation for filing by the Issuer Trust and execution on behalf of the Issuer Trust of an application to the New York Stock Exchange, Nasdaq Global Market, or any other national stock exchange or automated quotation system for listing upon notice of issuance of any Preferred Securities and filing with that exchange or self-regulatory organization such notification and documents as may be necessary from time to time to maintain this listing;

          (iv) if applicable, the preparation for filing by the Issuer Trust with the Commission and the execution on behalf of the Issuer Trust of a registration statement on Form 8-A relating to the registration of the Preferred Securities under Section 12(b) or 12(g) of the Exchange Act, including any amendments thereto;

          (v) the negotiation of the terms of, and the execution and delivery of, the Underwriting Agreement providing for the sale of the Preferred Securities; and

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

     (d) Notwithstanding anything herein to the contrary, each of the Administrators is authorized and directed to conduct the affairs of the Issuer Trust and to operate the Issuer Trust so that the Issuer Trust will not be deemed to be an “investment company” required to be registered under the Investment Company Act, will not be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes, and so that the Debentures will be treated as indebtedness of the Sponsor for United States Federal income tax purposes. In this connection, the Sponsor and the Administrators are authorized to take any action, not inconsistent with applicable law, the Certificate of Trust, or this Trust Agreement, that they determine in their discretion to be necessary or desirable for such purposes, as long as that action does not adversely affect in any material respect the interests of the Holders of the Outstanding Preferred Securities. In no event shall the Sponsor, the Issuer Trustees or the Administrators be liable to the Issuer Trust or the Holders for any failure to comply with this section that results from a change in law or regulation or the interpretation thereof.

     SECTION 2.8. Assets of Trust.

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

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     SECTION 2.9. Title to Trust Property.

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

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 with the Paying Agent. The Property Trustee and the Paying Agent shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits in and withdrawals from the Payment Account in accordance with this Trust Agreement. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee or the Paying Agent (on behalf of the Property Trustee) in the Payment Account for the exclusive benefit of the Holders and for distribution as provided herein, including and subject to any priority of payments provided for herein.

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

ARTICLE 4
DISTRIBUTIONS; REDEMPTION

     SECTION 4.1. Distributions.

     (a) The Trust Securities represent undivided beneficial interests in the Trust Property, and Distributions (including of Additional Amounts) will be made on the Trust Securities at the rate and on the dates that payments of interest (including of Additional Interest, as defined in the Indenture) are made on the Debentures. Distributions on the Trust Securities shall be cumulative, and will accumulate whether or not there are funds of the Issuer Trust available for the payment of Distributions.

          (i) Distributions shall accumulate from                      and, except in the event and to the extent that the Sponsor exercises its right to defer the payment of interest on the Debentures pursuant to the Indenture, shall be payable                      in arrears on                      and                      of each year, commencing on                     . If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of that Distribution shall be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of any such delay, with the same force and effect as if made on the date on which that payment was originally payable (each date on which distributions are payable in accordance with this Section 4.1(a), a “Distribution Date”).

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          (ii) In the event and to the extent the Sponsor exercises its right under the Indenture to defer the payment of interest on the Debentures, Distributions on the Preferred Securities shall be deferred but shall continue to accumulate. Distributions on the Trust Securities shall be payable at a rate per annum equal to the applicable rate of interest on the Debentures. The amount of Distributions payable for any full period shall be computed on the basis of a 360-day year of twelve 30-day months. The amount of Distributions for any partial period shall be computed on the basis of the actual number of days elapsed in a 360-day year of twelve 30-day months. The amount of Distributions payable for any period shall include the Additional Amounts, if any.

          (iii) Distributions on the Trust Securities shall be made by the Paying Agent from the Payment Account and shall be payable on each Distribution Date only to the extent the Issuer Trust has funds then on hand and available in the Payment Account for the payment of those Distributions.

     (b) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the Holders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date for that Distribution Date, which shall be one Business Day prior to that Distribution Date; provided, however, that in the event the Preferred Securities do not remain in the form of Global Preferred Securities Certificates, the relevant record date for a Distribution Date shall be the date 15 days prior to that Distribution Date. Distributions payable on any Trust Securities that are not punctually paid on any Distribution Date as a result of the Sponsor having failed to make an interest payment under the Debentures will cease to be payable to the Person in whose name those Trust Securities are registered on the relevant record date, and that defaulted Distribution will instead be payable to the Person in whose name those Trust Securities are registered on the special record date or other specified date for determining Holders entitled to those defaulted Distributions.

     SECTION 4.2. Redemption.

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

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

          (i) the Redemption Date;

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

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          (iii) the CUSIP number or CUSIP numbers (if then generally in use) of the Preferred Securities affected;

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

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

          (vi) if the Preferred Securities are no longer in the form of Global Preferred Securities Certificates, the place or places where the Preferred Securities Certificates are to be surrendered for payment of the Redemption Price.

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

     (d) If the Property Trustee gives a notice of redemption in respect of any Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.2(c), the Property Trustee or the Paying Agent (on behalf of the Property Trustee) will, with respect to Global Preferred Securities, irrevocably deposit with the Clearing Agency for those Global Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give that Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Global Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities upon surrender of their Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of those Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption has been given and funds deposited as required, then upon the date of that deposit, all rights of Holders holding Trust Securities so called for redemption will cease, except the right of those Holders to receive the Redemption Price and any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date, but without interest, and those Trust Securities will cease to be outstanding. In the event any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of any such delay), except that, if that Business Day falls in the next calendar year, that payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on that date. In the event payment of the Redemption Price in respect of any Trust Securities called for redemption is

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improperly withheld or refused and not paid either by the Issuer Trust or by the Sponsor pursuant to the Guarantee, Distributions on those Trust Securities will continue to accumulate, as set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for those Trust Securities to the date that Redemption Price is actually paid, in which case the actual payment date will be the date fixed for redemption for purposes of calculating the Redemption Price.

     (e) Subject to Section 4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Securities and the Preferred Securities based upon the relative Liquidation Amounts of those classes. The particular Preferred Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Securities not previously called for redemption, provided that so long as the Preferred Securities are in the form of Global Preferred Securities Certificates, that selection shall be made in accordance with the customary procedures for the Clearing Agency for the Preferred Securities. The Property Trustee shall promptly notify the Securities Registrar in writing of the Preferred Securities selected for redemption and, in the case of any Preferred Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Securities shall relate, in the case of any Preferred Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Securities that has been or is to be redeemed.

     SECTION 4.3. Subordination of Common Securities.

     (a) Payment of Distributions (including any Additional Amounts) on, the Redemption Price of, and the Liquidation Distribution in respect of the Trust Securities, as applicable, shall be made, subject to Section 4.2(e), pro rata among the Common Securities and the Preferred Securities based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date, Redemption Date, or Liquidation Date any Event of Default resulting from a Debenture Event of Default specified in Section 5.01(i) or 5.01(ii) of the Indenture has occurred and is continuing, no payment of any Distribution (including any Additional Amounts) on, Redemption Price of, or Liquidation Distribution in respect of any Common Security, and no other payment on account of the redemption, liquidation, or other acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid Distributions, including any Additional Amounts, on all Outstanding Preferred Securities for all Distribution Periods terminating on or prior thereto, or in the case of payment of the Redemption Price the full amount of that Redemption Price on all Outstanding Preferred Securities then called for redemption, or in the case of payment of the Liquidation Distribution the full amount of that Liquidation Distribution on all Outstanding Preferred Securities, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions, including any Additional Amounts on, or the Redemption Price of, the Preferred Securities then due and payable.

     (b) In the case of the occurrence of any Event of Default resulting from any Debenture Event of Default, the Holders of the Common Securities shall have no right to act

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with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Preferred Securities have been cured, waived, or otherwise eliminated. Until all such Events of Default under this Trust Agreement with respect to the Preferred Securities have been so cured, waived, or otherwise eliminated, the Property Trustee shall act solely on behalf of the Holders of the Preferred Securities and not on behalf of the Holders of the Common Securities, and only the Holders of the Preferred Securities will have the right to direct the Property Trustee to act on their behalf.

     SECTION 4.4. Payment Procedures.

     Payments of Distributions, including any Additional Amounts, in respect of the Preferred Securities, shall, at the option of the Sponsor, be made by check mailed to the address of the Person entitled thereto as that address appears on the Securities Register or be paid by wire transfer to an account designated by that Person in writing not later than ten days prior to the date of that payment; provided, that if the Preferred Securities are held by a Clearing Agency, those Distributions shall be made to the Clearing Agency by wire transfer in immediately available funds. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Holders of the Common Securities.

     SECTION 4.5. Tax Returns and Reports.

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

     SECTION 4.6. Payment of Expenses of the Issuer Trust.

     The Sponsor shall pay to the Issuer Trust, and reimburse the Issuer Trust for, the full amount of any costs, expenses, or liabilities of the Issuer Trust other than obligations of the Issuer Trust to pay the Holders of any Preferred Securities or other similar interests in the Issuer Trust the amounts due those Holders pursuant to the terms of the Preferred Securities or such other similar interests, as the case may be, including, without limitation, any taxes, duties, or other governmental charges of whatever nature other than withholding taxes imposed on the Issuer Trust by the United States or any other taxing authority and all costs, expenses, and liabilities relating to the offering and sale of the Trust Securities or the operation, maintenance, or dissolution of the Trust. That payment obligation includes any such costs, expenses, or liabilities of the Issuer Trust that are required by applicable law to be satisfied in connection with a dissolution of the Issuer Trust.

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     SECTION 4.7. Payments under Indenture or Pursuant to Direct Actions.

     Any amount payable hereunder to any Holder of Preferred Securities or any Owner with respect thereto shall be reduced by the amount of any corresponding payment that Holder or Owner has directly received pursuant to Section 5.8 of the Indenture or Section 5.14 of this Trust Agreement.

ARTICLE 5
TRUST SECURITIES CERTIFICATES

     SECTION 5.1. Initial Ownership.

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

     SECTION 5.2. Trust Securities Certificates.

     The Preferred Securities Certificates shall be issued in minimum denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in excess thereof, and the Common Securities Certificates shall be issued in minimum denominations of $1,000 Liquidation Amount and integral multiples of $1,000 in excess thereof. The Trust Securities Certificates shall be (i) executed on behalf of the Issuer Trust by manual or facsimile signature of at least one Administrator and (ii) authenticated by the Property Trustee by manual signature of an authorized signatory thereof. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when those signatures were affixed, authorized to sign on behalf of the Issuer Trust shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that those individuals or any of them has ceased to be so authorized prior to the delivery of those Trust Securities Certificates or did not hold those offices at the date of delivery of those Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Holder, and shall be entitled to the rights and subject to the obligations of a Holder hereunder, upon due registration of that Trust Securities Certificate in that transferee’s name pursuant to Sections 5.4, 5.11 and 5.13.

     SECTION 5.3. Execution and Delivery of Trust Securities Certificates.

     At the Time of Delivery, the Administrators 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 Issuer Trust, authenticated in accordance with Section 5.2, and delivered to or upon the written order of the Sponsor, executed by one authorized officer thereof, without further corporate action by the Sponsor, in authorized denominations. After the Time of Delivery, the Administrators may cause additional Preferred Securities to be executed on behalf of the Issuer Trust and delivered to or upon the written order of the Sponsor, that written order executed by an authorized officer thereof, without further corporate action by the Sponsor, in authorized denominations; provided, however, that no such additional Preferred Securities shall be issued unless the Administrators have received an Opinion of Counsel experienced in such matters to the effect that such issuance will not cause the Issuer Trust to be classified as other than one or more grantor trusts or agency arrangements or to be classified as an association or partnership for

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U.S. federal income tax purposes or affect the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act. Each Preferred Securities Certificate shall be dated the date of its authentication.

     SECTION 5.4. Registration of Transfer and Exchange of Preferred Securities Certificates.

     The Sponsor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 5.8, a register or registers for the purpose of registering Trust Securities Certificates and transfers and exchanges of Preferred Securities Certificates (the “Securities Register”) in which the transfer agent and registrar designated by the Sponsor (the “Securities Registrar”), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Preferred Securities Certificates and Common Securities Certificates (subject to Section 5.10 in the case of the Common Securities Certificates) and registration of transfers and exchanges of Preferred Securities Certificates as provided herein. Wells Fargo Bank, National Association shall be the initial Securities Registrar.

     Upon surrender for registration of transfer of any Preferred Securities Certificate at the office or agency maintained pursuant to Section 5.8, the Administrators or any one of them shall execute on behalf of the Issuer Trust and deliver to the Property Trustee, in the name of the designated transferee or transferees, one or more new Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by that Administrator. The Securities Registrar shall not be required to register the transfer of any Preferred Securities that have been called for redemption during a period beginning at the opening of business 15 days before the day of selection for that redemption.

     Every Preferred Securities Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to an Administrator and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by an Administrator or the Securities Registrar in accordance with that Person’s customary practice.

     No service charge shall be made for any registration of transfer or exchange of Preferred Securities Certificates, but the Securities Registrar may require payment of a sum sufficient to cover any expense, 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 is delivered to the Securities Registrar and the Administrators 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 has been acquired by a bona fide purchaser, the Administrators, or any one of them, shall, on behalf of the Issuer Trust, execute and make available for delivery, in exchange for or in

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lieu of any such mutilated, destroyed, lost, or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor, and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section 5.5, the Administrators or the Securities Registrar may require the payment of a sum sufficient to cover any expense, tax, or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Issuer Trust corresponding to that evidenced by the lost, stolen, or destroyed Trust Securities Certificate, as if originally issued, whether or not the lost, stolen, or destroyed Trust Securities Certificate is found at any time.

     SECTION 5.6. Persons Deemed Holders.

     The Issuer Trustees, the Administrators, and the Securities Registrar shall each treat the Person in whose name any Trust Securities Certificate is registered in the Securities Register as the owner of that Trust Securities Certificate for the purpose of receiving Distributions and all other purposes whatsoever, and none of the Issuer Trustees, the Administrators, or the Securities Registrar shall be bound by any notice to the contrary.

     SECTION 5.7. Access to List of Holders’ Names and Addresses.

     Each of the Securities Registrar and any one of the Administrators will furnish or cause to be furnished to the Property Trustee:

     (a) quarterly or semi-annually, as the case may be, not more than 15 days after each record date with respect to scheduled Distributions, a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Holders of Trust Securities as of that record date with respect to scheduled Distributions, and

     (b) at such other times as the Property Trustee may request in writing, within 30 days after the receipt by the Sponsor and the Administrators of any such request, a list of similar form and content as of a date not more than 15 days prior to the time that list is furnished, excluding from any such list names and addresses received by the Property Trustee at any time it is acting as Securities Registrar.

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

     By its acquisition of any Trust Securities or any interest therein, each Holder and each Owner shall be deemed to have agreed not to hold the Sponsor, the Property Trustee, the Securities Registrar, the Delaware Trustee, or either Administrator accountable by reason of the disclosure of its name and address, regardless of the source from which that information was derived.

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     SECTION 5.8. Maintenance of Office or Agency.

     The Administrators shall designate an office or offices or agency or agencies where Preferred Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer Trustees or the Administrators in respect of the Trust Securities Certificates may be served. The Administrators initially designate the Corporate Trust Office of the Property Trustee as its office and agency for those purposes. The Administrators shall give prompt written notice to the Sponsor, the Property Trustees, and the Holders of any change in the location of the Securities Register or any such office or agency.

     SECTION 5.9. Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Holders from the Payment Account and shall report the amounts of those Distributions to the Property Trustee and the Administrators. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account solely for the purpose of making the Distributions referred to above. The Property Trustee may revoke that power and remove the Paying Agent in its sole discretion. The Paying Agent shall initially be the Property Trustee. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Administrators and the Property Trustee.

     If the Property Trustee is no longer the Paying Agent or a successor Paying Agent resigns or its authority to act is revoked, the Property Trustee shall appoint a successor, which shall be a bank or trust company, that is reasonably acceptable to the Administrators to act as Paying Agent. That successor Paying Agent or any additional Paying Agent shall execute and deliver to the Issuer Trustees and the Administrators an instrument in which that successor Paying Agent or additional Paying Agent shall agree with the Issuer Trustees and the Administrators that, as Paying Agent, that successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Holders in trust for the benefit of the Holders entitled thereto until those sums shall be paid to those Holders. The Paying Agent shall return all unclaimed funds to the Property Trustee as promptly as reasonably practicable and upon removal of a Paying Agent, that Paying Agent also shall return all funds in its possession to the Property Trustee. The provisions of Sections 8.1, 8.3, and 8.6 herein shall apply to the Property Trustee in its role as Paying Agent as long as the Property Trustee acts 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.

     SECTION 5.10. Ownership of Common Securities by Sponsor.

     At the Time of Delivery, the Sponsor shall acquire, and thereafter shall retain, beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, other than (a) a transfer in connection with a consolidation or merger of the Sponsor into another Person, or any conveyance, transfer, or lease by the Sponsor of its properties and assets substantially as an entirety to any Person, pursuant to Section 8.01 of the Indenture, or (b) to an Affiliate of the Sponsor in compliance with applicable law, any attempted transfer of the Common Securities shall be void. The Administrators shall cause each Common Securities Certificate issued to the Sponsor to contain a legend stated “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE SPONSOR OR AN AFFILIATE OF THE SPONSOR IN

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COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE TRUST AGREEMENT.”

     SECTION 5.11. Global Preferred Securities Certificates; Common Securities Certificate.

     (a) The Preferred Securities Certificates, upon original issuance, will be issued in the form of a typewritten Global Preferred Securities Certificate or Certificates, to be delivered to DTC, the initial Clearing Agency, by or on behalf of the Issuer Trust. That Global Preferred Securities Certificate or Certificates shall initially be registered on the Securities Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner will receive a Definitive Preferred Securities Certificate representing that Owner’s interest in those Preferred Securities, except as provided in Section 5.13. Unless and until Definitive Preferred Securities Certificates have been issued to Owners pursuant to Section 5.13:

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

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

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

          (iv) the rights of the Owners of the Global Preferred Securities shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between those Owners and the Clearing Agency and/or the Clearing Agency Participants.

     Pursuant to the Issuer Letter of Representations, unless and until Definitive Preferred Securities Certificates are issued pursuant to Section 5.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments on the Global Preferred Securities to those Clearing Agency Participants.

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

     SECTION 5.12. Notices to Clearing Agency.

     To the extent a notice or other communication to the Holders is required under this Trust Agreement, for as long as Preferred Securities are represented by one or more Global Preferred Securities Certificates, the Administrators and the Issuer Trustees shall give all such notices and

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communications specified herein to be given to the Clearing Agency holding those Global Preferred Securities Certificates, and shall have no obligations to the Owners.

     SECTION 5.13. Definitive Preferred Securities Certificates.

     (a) If (i) the Sponsor advises the Administrators in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Global Preferred Securities Certificates, and the Sponsor is unable to locate a qualified successor, (ii) the Sponsor at its option advises the Administrators in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) after the occurrence of a Debenture Event of Default, upon written notice of the Majority Holders to the Administrators, then in each case the Administrators shall notify the Clearing Agency and the Issuer Trustees, and the Clearing Agency, in accordance with its customary rules and procedures, shall notify all Clearing Agency Participants for whom it holds Preferred Securities of the occurrence of any such event and of the availability of the Definitive Preferred Securities Certificates to Owners of that class or classes, as applicable, requesting the same. Upon surrender to the Administrators of the typewritten Preferred Securities Certificate or Certificates representing the Global Preferred Securities Certificates held by the Clearing Agency, accompanied by registration instructions, the Administrators, or any one of them, shall execute, and the Property Trustee shall authenticate, the Definitive Preferred Securities Certificates in accordance with the instructions of the Clearing Agency. Neither the Securities Registrar, the Administrators, nor the Issuer Trustees shall be liable for any delay in delivery of those instructions and may conclusively rely on, and be protected in relying on, those instructions. Upon the issuance of Definitive Preferred Securities Certificates, the Issuer Trust shall recognize the Holders of the Definitive Preferred Securities Certificates as Trust Security holders. The Definitive Preferred Securities Certificates shall be typewritten, printed, lithographed, or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators that meets the requirements of Delaware law and the rules of any stock exchange or automated quotation system on which the Preferred Securities are then listed or approved for trading, as evidenced by the execution thereof by the Administrators or any one of them.

     (b) If any Global Preferred Securities Certificate is to be exchanged for Definitive Preferred Securities Certificates or cancelled in part, or if any other Preferred Securities Certificate is to be exchanged in whole or in part for Preferred Securities represented by a Global Preferred Securities Certificate, then either (i) that Global Preferred Securities Certificate shall be so surrendered for exchange or cancellation as provided in this Article 5 or (ii) the aggregate Liquidation Amount represented by that Global Preferred Securities Certificate shall be reduced or increased by an amount equal to the Liquidation Amount represented by that portion of the Global Preferred Securities Certificate to be so exchanged or cancelled, or equal to the Liquidation Amount represented by those Definitive Preferred Securities Certificates to be so exchanged for Global Preferred Securities represented thereby, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Property Trustee, in accordance with the Applicable Procedures, shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon surrender to the Administrators or the Securities Registrar of the Global Preferred Securities Certificate or Certificates by the Clearing Agency, accompanied by registration instructions, the Administrators, or any one of them, shall execute the Definitive Preferred Securities Certificates

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in accordance with the instructions of the Clearing Agency. None of the Securities Registrar, the Issuer Trustees, or the Administrators shall be liable for any delay in delivery of those instructions and may conclusively rely on, and shall be protected in relying on, those instructions.

     SECTION 5.14. Rights of Holders; Waivers of Past Defaults.

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

     (b) For as long as any Preferred Securities remain Outstanding, if, upon an Acceleration Event of Default under Section 5.01(vi) of the Indenture, the Debenture Trustee fails, or the holders of not less than 25% in principal amount of the outstanding Debentures fail, to declare the principal of all of the Debentures immediately due and payable, the Holders of at least 25% of the Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make that declaration by a notice in writing to the Property Trustee, the Sponsor, and the Debenture Trustee.

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

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

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

               (B) any accrued Additional Interest on all of the Debentures,

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

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

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          (ii) the applicable Acceleration Event of Default with respect to the Debentures, other than the non-payment of the principal of the Debentures that has become due solely by that acceleration, has been cured or waived as provided in Section 5.13 of the Indenture.

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

     Upon receipt by the Property Trustee of written notice declaring such an acceleration, or the rescission and annulment thereof, by Holders of any part of the Preferred Securities, a record date shall be established for determining Holders of Outstanding Preferred Securities entitled to join in that notice, which record date shall be at the close of business on the day the Property Trustee receives that notice. The Holders on that record date, or their duly designated proxies, and only those Persons, shall be entitled to join in that notice, whether or not those Holders remain Holders after that record date; provided that, unless that declaration of acceleration, or rescission and annulment, as the case may be, has become effective by virtue of the requisite percentage having joined in that notice prior to the day that is 90 days after that record date, that notice of declaration of acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder (as provided in Section 6.5), from giving, after expiration of that 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 5.14(b).

     (c) For as long as any Preferred Securities remain Outstanding, to the fullest extent permitted by law and subject to the terms of this Trust Agreement and the Indenture, upon a Debenture Event of Default specified in Section 5.01(i) or 5.01(ii) of the Indenture, any Holder of Preferred Securities shall have the right to institute a proceeding directly against the Sponsor, pursuant to Section 5.08 of the Indenture, for enforcement of payment to that Holder of any amounts payable in respect of Debentures having an aggregate principal amount equal to the aggregate Liquidation Amount of the Preferred Securities of that Holder (a “Direct Action”). Except as set forth in Section 5.14(b) and this Section 5.14(c), the Holders of Preferred Securities shall have no right to exercise directly any right or remedy available to the holders of, or in respect of, the Debentures.

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     (d) Except as otherwise provided in this Section 5.14, the Majority Holders may, on behalf of the Holders of all the Preferred Securities, waive any past default or Event of Default and its consequences. Upon that waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Trust Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

     SECTION 5.15. CUSIP Numbers.

     The Administrators in issuing the Preferred Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of those numbers either as printed on the Preferred Securities or as contained in any notice of a redemption, that reliance may be placed only on the other identification numbers printed on the Preferred Securities, and that any such redemption shall not be affected by any defect in or omission of such numbers. The Administrators will promptly notify the Property Trustee of any change in the CUSIP numbers.

ARTICLE 6
ACTS OF HOLDERS; MEETINGS; VOTING

     SECTION 6.1. Limitations on Voting Rights.

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

     (b) As long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, neither the Issuer Trustees nor the Administrators shall: (i) direct the time, method, or place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures; (ii) waive any past default that may be waived under Section 5.13 of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures is due and payable; or (iv) consent to any amendment, modification, or termination of the Indenture or the Debentures, where that consent is required, without, in each case, obtaining the prior approval of the Majority Holders; provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Preferred Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Preferred Securities, except by a subsequent vote of the Holders of the Preferred Securities. The Property Trustee shall notify all Holders of the Preferred Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Preferred Securities, prior to, and as a condition precedent to, taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the

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Sponsor, obtain an Opinion of Counsel reasonably acceptable to the Sponsor and experienced in those matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

     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 Holder of Preferred Securities, at that Holder’s registered address, at least 15 days and not more than 90 days before the meeting.

     At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice.

     SECTION 6.3. Meetings of Holders of the Preferred Securities.

     No annual meeting of Holders is required to be held. The Property Trustee, however, shall call a meeting of the Holders of the Preferred Securities to vote on any matter upon the written request of the Holders of at least 25% in aggregate Liquidation Amount of the Outstanding Preferred Securities, and the Administrators or the Property Trustee may, at any time in their discretion, call a meeting of the Holders of the Preferred Securities to vote on any matters as to which those Holders are entitled to vote.

     The Majority Holders, present in person or by proxy, shall constitute a quorum at any meeting of the Holders of the Preferred Securities.

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

     SECTION 6.4. Voting Rights.

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

     SECTION 6.5. Proxies.

     At any meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it has been placed on file with the Property Trustee, or with that other officer or agent of the Issuer Trust as the Property Trustee may direct, for verification prior to the time at which that vote shall be taken. Pursuant to a resolution of the Property Trustee, proxies may be solicited in the name of the Property Trustee or one or more officers of the Property Trustee. Only Holders of record shall be entitled to vote.

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When Trust Securities are held jointly by several Persons, any one of them may vote at any meeting in person or by proxy in respect of those Trust Securities, but if more than one of them is present at that meeting in person or by proxy, and those joint owners or their proxies so present disagree as to any vote to be cast, that vote shall not be received in respect of those Trust Securities. A proxy purporting to be executed by or on behalf of a Holder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution.

     SECTION 6.6. Holder Action by Written Consent.

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

     SECTION 6.7. Record Date for Voting and Other Purposes.

     For the purposes of determining the Holders who are entitled to notice of and to vote at any meeting or by written consent, to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrators may from time to time fix a date, not more than 90 days and not less than 15 days prior to the date of any meeting of Holders or the payment of a Distribution or other action, as the case may be, as a record date for the determination of the identity of the Holders of record for those purposes.

     SECTION 6.8. Acts of Holders.

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

     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 that 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 that instrument or writing acknowledged to him the execution thereof. Where that execution is by a signer acting in a capacity other than his individual capacity, that certificate or affidavit shall also constitute sufficient proof of his authority.

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     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 any Issuer Trustee or Administrator receiving the same deems sufficient.

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

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

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

     If any dispute arises between or among the Holders and the Issuer Trustees or the Administrators with respect to the authenticity, validity, or binding nature of any request, demand, authorization, direction, consent, waiver, or other Act of that Holder, Issuer Trustee, or Administrator under this Article 6, the determination of that matter by the Property Trustee shall be conclusive with respect to that matter.

     SECTION 6.9. Inspection of Records.

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

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 to the Issuer Trust and for the benefit of the Sponsor, the Administrators, and the Holders that:

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

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

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     (c) the Delaware Trustee is a Delaware limited purpose trust company, duly organized, validly existing, and in good standing under the laws of the State of Delaware and satisfies each of the requirements for a Delaware trustee under Section 3807 of the Delaware Statutory Trust Act, including trust powers and principal place of business;

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

     (e) this Trust Agreement has been duly authorized, executed, and delivered by the Property Trustee and the Delaware Trustee and constitutes the valid and legally binding agreement of each of the Property Trustee and the Delaware Trustee enforceable against each of them, respectively, 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 general equity principles;

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

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

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

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     SECTION 7.2. Representations and Warranties of Sponsor.

     The Sponsor hereby represents and warrants to the Issuer Trust and for the benefit of the Holders that:

     (a) the Trust Securities Certificates issued at the Time of Delivery on behalf of the Issuer Trust have been duly authorized and, upon their execution, authentication, delivery, and issuance in accordance with the terms hereof, the Underwriting Agreement, and the Common Securities Subscription Agreement (as applicable), will have been duly and validly executed, issued, and delivered by an Administrator on behalf of the Issuer Trust pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement, and the Holders will be, as of that date, entitled to the benefits of this Trust Agreement; and

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

ARTICLE 8
THE ISSUER TRUSTEES AND ADMINISTRATORS

     SECTION 8.1. Certain Duties and Responsibilities.

     (a) The duties and responsibilities of the Issuer Trustees and the Administrators shall be as provided by this Trust Agreement, subject to Section 10.10 hereof. Notwithstanding the foregoing, but subject to Section 8.1(c), no provision of this Trust Agreement shall require any of the Issuer Trustees or the Administrators to expend or risk its or their own funds or otherwise incur any financial liability in the performance of any of its or their duties hereunder, or in the exercise of any of its or their rights or powers, if it or they has reasonable grounds to believe that repayment of such funds or adequate indemnity against that risk or liability is not reasonably assured to it.

     Whether or not expressly so provided therein, every provision of this Trust Agreement relating to the conduct, affecting the liability of, or affording protection to the Issuer Trustees or the Administrators shall be subject to the provisions of this Section 8.1. Nothing in this Trust Agreement shall be construed to release an Issuer Trustee from liability for his or her own negligent action, its own negligent failure to act, or his or her own willful misconduct. To the extent that, at law or in equity, an Issuer Trustee or an Administrator has duties and liabilities relating to the Issuer Trust or the Holders, that Issuer Trustee or Administrator shall not be liable to the Issuer Trust or to any Holder for that Issuer Trustee’s or Administrator’s good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict or eliminate the duties and liabilities of the Issuer Trustees or the Administrators otherwise existing at law or in equity, are agreed by the Sponsor and the Holders to replace those other duties and liabilities of the Issuer Trustees and the Administrators.

     (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

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enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its acceptance of a Trust Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as provided herein, and that none of the Issuer Trustees is personally liable to that Holder for any amount distributable in respect of any Trust Security or any other liability in respect of any Trust Security. This Section 8.1(b) does not limit the liability of the Issuer Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act.

     (c) If an Event of Default has occurred and is continuing, the Property Trustee shall enforce this Trust Agreement for the benefit of the Holders in accordance with Section 8.1(d).

     (d) The Property Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only those duties as are specifically set forth in this Trust Agreement (including pursuant to Section 10.10), and no implied covenants shall be read into this Trust Agreement against the Property Trustee. If an Event of Default has occurred that has not been cured or waived pursuant to Section 5.14, the Property Trustee shall exercise those of the rights and powers vested in it by this Trust Agreement, and use the same degree of care and skill in its exercise thereof as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

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

               (A) the duties and obligations of the Property Trustee shall be determined solely by the express provisions of this Trust Agreement (including pursuant to Section 10.10), and the Property Trustee shall not be liable except for the performance of those duties and obligations as are specifically set forth in this Trust Agreement (including pursuant to Section 10.10); and

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

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

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

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

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

          (vi) the Property Trustee shall not be responsible for monitoring the compliance by the Administrators or the Sponsor with the respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the default or misconduct of any other Issuer Trustee, the Administrators, or the Sponsor; and

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

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

     SECTION 8.2. Certain Notices.

     Within 90 days after the occurrence of any Event of Default actually known by a Responsible Officer of the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 10.8, notice of that Event of Default to the Holders and the Administrators, unless that Event of Default shall have been cured or waived.

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

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     SECTION 8.3. Certain Rights of Property Trustee.

     Subject to the provisions of Section 8.1:

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

     (b) if (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide between alternative courses of action, (ii) in construing any of the provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with any other provision contained herein, or (iii) the Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Holders of the Preferred Securities are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Sponsor requesting the Sponsor’s opinion as to the course of action to be taken and the Property Trustee shall take that action, or refrain from taking that action, and shall be fully protected in relying on the Sponsor’s opinion, 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 Sponsor contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers’ Certificate;

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

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

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

     (g) the Property Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Holders pursuant to this Trust Agreement, unless those Holders have offered to the Property Trustee reasonable security or indemnity against the costs, expenses, and liabilities that might be incurred by it in compliance with that request or direction; provided that, nothing contained in this Section 8.3(g) shall be taken to relieve the Property Trustee, upon the occurrence of an Event

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of Default, of its obligation to exercise the rights and powers vested in it by this Trust Agreement as provided in Sections 8.1(c) and (d);

     (h) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by one or more Holders, but the Property Trustee, in its discretion, may make those further inquiry or investigation into those 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, and the Property Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereunder; provided, that the Property Trustee shall be responsible for its own negligence or misconduct with respect to selection of any agent or attorney appointed by it hereunder;

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

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

     No provision of this Trust Agreement shall be deemed to impose any duty or obligation on any Issuer Trustee or Administrator 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 is illegal, or in which that Person is unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty, or obligation. No permissive power or authority available to any Issuer Trustee or Administrator shall be construed to be a duty.

     Whether or not expressly provided therein, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Property Trustee shall extend to each of the Security Registrar, the Paying Agent, and the Delaware Trustee and be subject to this Article 8.

     SECTION 8.4. Not Responsible for Recitals or Issuance of Securities.

     The recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Issuer Trust and the Sponsor, and neither the Issuer Trustees nor the Administrators assumes any responsibility for their correctness. Neither the Issuer Trustees nor

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the Administrators shall be accountable for the use or application by the Sponsor of the proceeds of the Debentures.

     SECTION 8.5. May Hold Securities.

     Any Issuer Trustee or Administrator, any other agent of any Issuer Trustee or Administrator, or the Issuer Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 8.8 and 8.13, and except as provided in the definition of the term “Outstanding” in Article 1, may otherwise deal with the Issuer Trust with the same rights it would have if it were not Issuer Trustee or that other agent.

     SECTION 8.6. Compensation; Indemnity; Fees.

     The Sponsor agrees:

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

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

     (c) to the fullest extent permitted by applicable law, to indemnify and hold harmless (i) each Issuer Trustee or Administrator, (ii) any Affiliate of any Issuer Trustee or Administrator, (iii) any officer, director, shareholder, employee, representative, or agent of any Issuer Trustee, (iv) any Family member, heir, or legal representative of any Administrator, and (v) any employee or agent of the Issuer Trust (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 that Indemnified Person by reason of the creation, operation, or dissolution of the Issuer Trust or any act or omission performed or omitted by that Indemnified Person in good faith on behalf of the Issuer Trust and in a manner that Indemnified Person reasonably believed to be within the scope of authority conferred on that Indemnified Person by this Trust Agreement, except that no Indemnified Person shall be entitled to be indemnified in respect of any loss, damage, or claim incurred by that Indemnified Person by reason of negligence (or gross negligence, in the case of the Delaware Trustee), bad faith, or willful misconduct with respect to those acts or omissions.

     The provisions of this Section 8.6 shall survive the termination of this Trust Agreement and the removal or resignation of any Issuer Trustee or Administrator.

     No Issuer Trustee may claim any Lien on any Trust Property as a result of any amount due pursuant to this Section 8.6.

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

     SECTION 8.7. Corporate Property Trustee Required; Eligibility of Issuer Trustees and Administrators.

     (a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is a national or state chartered bank, eligible pursuant to the Trust Indenture Act to act as such, and that has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 8.7 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of that 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 ceases to be eligible in accordance with the provisions of this Section 8.7, it shall resign immediately in the manner and with the effect hereinafter specified in this Article 8. At the time of appointment, the Property Trustee must have securities rated in one of the three highest rating categories by a nationally recognized statistical rating organization.

     (b) There shall at all times be one or more Administrators hereunder with respect to the Trust Securities. Each Administrator 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 either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law, including Section 3807 of the Delaware Statutory Trust Act, and that shall act through one or more persons authorized to bind that entity.

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     SECTION 8.8. Conflicting Interests.

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

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

     SECTION 8.9. Co-Trustees and Separate Trustee.

     Unless and until a Debenture Event of Default has occurred and is continuing, at any time or times, for the purpose of meeting the legal requirements of the Trust Indenture Act or of any jurisdiction in which any part of the Trust Property may be located at the time, the Holder of Common Securities and the Administrators shall have the power to appoint one or more Persons either to act as co-trustee, jointly with the Property Trustee, of all or any part of that Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in that Person or Persons in the capacity aforesaid, any property, title, right, or power deemed necessary or desirable, subject to the other provisions of this Section. If a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have the sole power to appoint such a co-trustee or separate trustee, and upon the written request of the Property Trustee, the Sponsor and the Administrators shall for that purpose join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to appoint that co-trustee or separate trustee. Any co-trustee or separate trustee appointed pursuant to this Section shall either be (i) a natural person who is at least 21 years of age and a resident of the United States or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind that entity.

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

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

     (a) The Trust Securities shall be executed by one or more Administrators, and the Trust Securities shall be delivered by the Property Trustee, and all rights, powers, duties, and obligations hereunder in respect of the custody of securities, cash, and other personal property held by, or required to be deposited or pledged with, the Property Trustee specified hereunder shall be exercised solely by the Property Trustee and not by that co-trustee or separate trustee.

     (b) The rights, powers, duties, and obligations conferred hereby or imposed upon the Property Trustee in respect of any property covered by that appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or the Property Trustee and

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that co-trustee or separate trustee jointly, as shall be provided in the instrument appointing that co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform that act, in which event those rights, powers, duties, and obligations shall be exercised and performed by that co-trustee or separate trustee.

     (c) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Sponsor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 8.9, and, in case a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Sponsor. Upon the written request of the Property Trustee, the Sponsor shall join with the Property Trustee in the execution, delivery, and performance of all instruments and agreements necessary or proper to effectuate that resignation or removal. A successor to any co-trustee or separate trustee so resigning or removed may be appointed in the manner provided in this Section 8.9.

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

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

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

     SECTION 8.10. Resignation and Removal; Appointment of Successor.

     (a) No resignation or removal of any Issuer Trustee (the “Relevant Trustee”) or Administrator (the “Relevant Administrator”, each of the Relevant Trustee or a Relevant Administrator a “Relevant Person”) and no appointment of a successor Issuer Trustee or successor Administrator pursuant to this Article 8 shall become effective until the acceptance of appointment by the successor Issuer Trustee or Administrator in accordance with the applicable requirements of Section 8.11.

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

     (c) The Administrators, or any of them, may be appointed, removed, or replaced by Act of the Holders of Common Securities delivered to the Relevant Trustee. The Administrators may resign at any time by giving written notice thereof to the Holders of Common Securities.

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     (d) The Property Trustee or the Delaware Trustee, or both of them, may be appointed, removed, or replaced by Act of the Majority Holders, delivered to the Relevant Trustee (in its individual capacity and, in the case of the Property Trustee, on behalf of the Issuer Trust) (i) for cause (including upon the occurrence of an Event of Default described in subparagraph (d) of the definition thereof with respect to the Relevant Trustee), or (ii) if a Debenture Event of Default has occurred and is continuing at any time. Unless and until an event described in clauses (i) or (ii) of the previous sentence has occurred and is continuing, the Property Trustee or the Delaware Trustee, or both of them, may be appointed, removed, or replaced at any time by Act of the Holders of the Common Securities.

     (e) If a resigning Issuer Trustee fails to appoint a successor, if an Issuer Trustee is removed or become incapable of acting as Issuer Trustee, or if a vacancy occurs in the office of any Issuer Trustee for any reason, the Holders of the Common Securities, by Act of those Holders delivered to the Relevant Trustee, or if a Debenture Event of Default has occurred and is continuing, the Holders of the Preferred Securities, by Act of the Holders of not less than 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding delivered to that Relevant Trustee, may appoint a successor Relevant Trustee or Trustees, and that successor Issuer Trustee shall comply with the applicable requirements of Section 8.11. If no successor Relevant Trustee has been so appointed by the Holders of the Common Securities or the Preferred Securities, as the case may be, and accepted appointment in the manner required by Section 8.11, any Holder, on behalf of that Holder and all others similarly situated, or any other Issuer Trustee, may petition any court of competent jurisdiction for the appointment of a successor Relevant Trustee.

     (f) The Property Trustee shall give notice of each resignation and each removal of an Issuer Trustee and each appointment of a successor Issuer Trustee to all Holders in the manner provided in Section 10.8, and shall give notice to the Sponsor and the Administrators. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust Office if it is the Property Trustee.

     Notwithstanding the foregoing or any other provision of this Trust Agreement, if any Delaware Trustee who is a natural person dies or becomes, in the opinion of the Holders of the Common Securities, incompetent or incapacitated, the vacancy created by that death, incompetence, or incapacity may be filled by the Property Trustee following the procedures regarding expenses and charges set forth above, with the successor being a Person who satisfies the eligibility requirements for the Delaware Trustee set forth in Section 8.7.

     SECTION 8.11. Acceptance of Appointment by Successor.

     (a) In case of the appointment hereunder of a successor Relevant Person, the retiring Relevant Person and each successor Relevant Person with respect to the Trust Securities shall execute and deliver an amendment hereto wherein each successor Relevant Person shall accept that appointment and which shall (i) contain those provisions as shall be necessary or desirable to transfer, confirm to, and vest in each successor Relevant Person all the rights, powers, trusts, and duties of the retiring Relevant Person with respect to the Trust Securities and the Issuer Trust; and (ii) add to or change any of the provisions of this Trust Agreement as shall be necessary to provide for or facilitate the administration of the Issuer Trust by more than one Relevant Person,

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it being understood that nothing herein or in that amendment shall constitute those Relevant Persons co-trustees and upon the execution and delivery of that amendment the resignation or removal of the retiring Relevant Person shall become effective to the extent provided therein and each such successor Relevant Person, without any further act, deed, or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Relevant Person; provided, however, that on request of the Issuer Trust or any successor Relevant Person that retiring Relevant Person shall duly assign, transfer, and deliver to that successor Relevant Person all Trust Property, all proceeds thereof, and money held by that retiring Relevant Person hereunder with respect to the Trust Securities and the Issuer Trust.

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

     (c) No successor Relevant Trustee shall accept its appointment unless at the time of that acceptance that successor Relevant Trustee is qualified and eligible under this Article 8.

     (d) Any successor Delaware trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of that Delaware Trustee in the State of Delaware.

     SECTION 8.12. Merger, Conversion, Consolidation, or Succession to Business.

     Any Person into which the Property Trustee or the Delaware Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion, or consolidation to which that Relevant Trustee is a party, or any Person succeeding to all or substantially all the corporate trust business of that Relevant Trustee, shall be the successor of that Relevant Trustee hereunder, provided that such Person shall otherwise be qualified and eligible under this Article 8, without the execution or filing of any paper or any further act on the part of any of the parties hereto except may be required under the Delaware Statutory Trust Act.

     SECTION 8.13. Preferential Collection of Claims Against Sponsor or Issuer Trust.

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

     SECTION 8.14. Trustee May File Proofs of Claim.

     In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Trust Securities or the property of the Issuer Trust or of that other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities are due and payable and irrespective of whether the Property Trustee has made any demand on the Issuer Trust for the payment of any past due Distributions) shall be

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entitled and empowered (but not obligated), to the fullest extent permitted by law, by intervention in that proceeding or otherwise:

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

     (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Holder to make those payments to the Property Trustee and, in the event the Property Trustee consents to the making of those payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements, and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee.

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

     SECTION 8.15. Reports by Property Trustee.

     (a) Within 60 days after                      of each year commencing with                     , the Property Trustee shall transmit to all Holders in accordance with Section 10.8 and the Sponsor a brief report dated as of the immediately preceding                      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 that Section, a written statement to that effect;

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

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

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

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

     SECTION 8.16. Reports to the Property Trustee.

     Each of the Sponsor and the Administrators shall provide to the Property Trustee those documents, reports, and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust Indenture Act in the form, in the manner, and at the times required by Section 314 of the Trust Indenture Act. The Sponsor and the Administrators shall annually file with the Property Trustee a certificate specifying whether that Person is in compliance with all of the terms and covenants applicable to that Person hereunder.

     SECTION 8.17. Evidence of Compliance with Conditions Precedent.

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

     SECTION 8.18. Number of Issuer Trustees.

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

     (b) The number of Administrators shall be two.

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

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

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

     SECTION 8.19. Delegation of Power.

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

     (b) The Administrators shall have power to delegate from time to time to such of their number the doing of those things and the execution of those instruments either in the name of the

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Issuer Trust, the names of the Administrators, or otherwise as the Administrators may deem expedient, to the extent that delegation is not prohibited by applicable law or contrary to the provisions of this Trust Agreement.

ARTICLE 9
DISSOLUTION, LIQUIDATION AND MERGER

     SECTION 9.1. Dissolution Upon Expiration Date.

     Unless earlier dissolved, the Issuer Trust shall automatically dissolve, and its affairs shall be wound up, on                      (the “Expiration Date”), following the distribution of the Trust Property in accordance with Section 9.4.

     SECTION 9.2. Early Dissolution.

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

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

     (b) the written direction to the Property Trustee from the Holders of all of the Common Securities at any time to dissolve the Issuer Trust and distribute the Debentures to Holders in exchange for the Preferred Securities (which direction is optional and wholly within the discretion of the Holders of the Common Securities);

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

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

     SECTION 9.3. Dissolution.

     The respective obligations and responsibilities of the Issuer Trustees, the Administrators, and the Issuer Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Holders of all amounts required to be distributed hereunder upon the liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption of all of the Trust Securities pursuant to Section 4.2; (b) the payment of any expenses owed by the Issuer Trust in accordance with Section 3803 of the Delaware Statutory Trust Act; (c) the discharge of all administrative duties of the Administrators, including the performance of any tax reporting obligations with respect to the Issuer Trust or the Holders; and (d) the filing of a certificate of cancellation with the Delaware Secretary of State in accordance with the Delaware Statutory Trust Act. Promptly after the latest to occur of the foregoing, the Property Trustee will notify the Delaware Trustee in writing that the Delaware Trustee’s obligations and responsibilities with respect to the Issuer Trust have terminated.

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     SECTION 9.4. Liquidation.

     (a) If an Early Dissolution Event specified in clause (a), (b), or (d) of Section 9.2 occurs or upon the Expiration Date, the Issuer Trust shall be liquidated by the Property Trustee as expeditiously as the Property Trustee determines to be possible by distributing, after satisfaction of liabilities to known creditors of the Issuer Trust as provided by applicable law as to which the Property Trustee has received notice of amounts owing, to each Holder a Like Amount of Debentures, subject to Section 9.4(d).

     Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at that Holder’s address appearing in the Securities Register. All those notices of liquidation shall state:

          (i) the CUSIP Number of the Trust Securities;

          (ii) the Liquidation Date;

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

          (iv) that information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or if Section 9.4(d) applies, receive a Liquidation Distribution, as the Property Trustee (after consultation with the Administrators) deems appropriate.

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

     (c) Except where Section 9.2(c) or 9.4(d) applies, after the Liquidation Date: (i) the Trust Securities will no longer be deemed to be Outstanding; (ii) certificates representing a Like Amount of Debentures will be issued to Holders of Trust Securities Certificates, upon surrender of those Certificates to the exchange agent for exchange; (iii) any Trust Securities Certificates not so surrendered for exchange will be deemed to represent a Like Amount of Debentures bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions on those Trust Securities Certificates until those certificates are so surrendered, and until those certificates are so surrendered, no payments of interest or principal will be made to Holders of Trust Securities Certificates with respect to those Debentures, and (iv) all rights of Holders holding Trust Securities will cease, except the right of those Holders to receive Debentures upon surrender of Trust Securities Certificates.

     (d) If, notwithstanding the other provisions of this Section 9.4, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the

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Debentures in the manner provided herein is determined by the Property Trustee not to be practical, or if an Early Dissolution Event specified Section 9.2(c) occurs, the Trust Property shall be liquidated, and the Issuer Trust shall be dissolved and its affairs wound-up, by the Property Trustee in such manner as the Property Trustee determines. In that event, on the date of the dissolution, winding-up, or other termination of the Issuer Trust, Holders will be entitled to receive out of the assets of the Issuer Trust available for distribution to Holders, after satisfaction of liabilities to creditors of the Issuer Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (that 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 Issuer Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Issuer Trust on the Trust Securities shall be paid on a pro rata basis based upon Liquidation Amounts. The Holders 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 specified in Section 5.01(i) or 5.01(ii) of the Indenture has occurred and is continuing, the Preferred Securities shall have a priority over the Common Securities as provided in Section 4.3.

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

     The Issuer Trust may not merge with or into, consolidate, amalgamate, be replaced by, convey, transfer, or lease its properties and assets substantially as an entirety to any corporation or other body, except pursuant to this Section 9.5. At the request of the Holders of the Common Securities, with the consent of the Administrators, and without the consent of the Issuer Trustees or the Holders of the Preferred Securities, the Issuer Trust may merge with or into, consolidate, amalgamate, or be replaced by, or convey, transfer, or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that: (i) such successor entity either (A) expressly assumes all of the obligations of the Issuer Trust with respect to the Preferred Securities, or (B) substitutes for the Preferred Securities other securities having substantially the same terms as the Preferred Securities (the “Successor Securities”) as long as the Successor Securities have the same priority as the Preferred Securities with respect to distributions and payments upon liquidation, redemption, and otherwise; (ii) a trustee of that successor entity possessing the same powers and duties as the Property Trustee is appointed to hold the Debentures; (iii) that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease does not cause the Preferred Securities (including any Successor Securities) to be downgraded by any nationally recognized statistical rating organization; (iv) that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease does not adversely affect the rights, preferences, and privileges of the holders of the Preferred Securities (including any Successor Securities) in any material respect; (v) that successor entity has a purpose substantially identical to that of the Issuer Trust; (vi) prior to that merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease, the Property Trustee has received an Opinion of Counsel to the effect that (A) such merger, consolidation, amalgamation, replacement, conveyance, transfer, or lease does not adversely affect the rights, preferences, and privileges of the Holders of the Preferred Securities (including any Successor Securities) in any material respect, and (B) following that merger, consolidation, amalgamation, replacement,

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conveyance, transfer, or lease, neither the Issuer Trust nor that successor entity will be required to register as an “investment company” under the Investment Company Act, (vii) the Sponsor or its permitted transferee owns all of the Common Securities of that successor entity and guarantees the obligations of that successor entity under the Successor Securities at least to the extent provided by the Guarantee Agreement; and (viii) if the Preferred Securities are listed on a national securities exchange or interdealer quotation system, the Successor Securities are listed, or any Successor Securities will be listed on notification of issuance, on that national securities exchange or interdealer quotation system. Notwithstanding the foregoing, the Issuer Trust shall not, except with the consent of Holders of all of the Preferred Securities, consolidate, amalgamate, 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, merge with or into, or replace it if that consolidation, amalgamation, merger, replacement, conveyance, transfer, or lease would cause the Issuer Trust or the successor entity to be taxable as a corporation or 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 Holders.

     Except as set forth in Section 9.2, the death, termination, dissolution, occurrence of a Bankruptcy Event, or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor entitle the legal representatives or heirs of that person or any Holder for that 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, or liabilities of the parties hereto or any of them.

     All parties to this Trust Agreement agree, and each Holder of any Trust Securities by that Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit against any Issuer Trustee or Administrator for any action taken or omitted by it as Issuer Trustee or Administrator, the filing by any party litigant in that suit of an undertaking to pay the costs of that suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in that suit, having due regard to the merits and good faith of the claims or defenses made by that party litigant; but the provisions of this paragraph shall not apply to any suit instituted by any Issuer Trustee or Administrator or to any suit instituted by any Holder or group of Holders of more than 10% in aggregate Liquidation Preference of the outstanding Trust Securities.

     SECTION 10.2. Amendment.

     (a) This Trust Agreement may be amended from time to time by the Administrators and the Holders of all of the Common Securities, without the consent of any Holder of the Preferred Securities to: (i) cure any ambiguity or correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Trust Agreement, which shall not be inconsistent with

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the other provisions of this Trust Agreement; (ii) modify, eliminate, or add to any provision of this Trust Agreement to such extent as shall be necessary to ensure that (A) the Issuer Trust will not be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes at all times any Trust Securities are outstanding, (B) the Issuer Trust will not be required to register as an “investment company” under the Investment Company Act, or (C) the treatment of the Preferred Securities as Tier 1 regulatory capital under the prevailing Federal Reserve Board rules and regulations; or (iii) conform the terms of this Trust Agreement to the description of this Trust Agreement and the Preferred Securities in the relevant prospectus filed or to be filed with the Commission with respect to the offer and sale of those Preferred Securities; provided, however, that in the case of either clause (i) or (ii), that action shall not adversely affect in any material respect the interests of any Holder; provided further, that in the case of clause (iii), the Sponsor shall deliver to the Property Trustee an Officers’ Certificate and an Opinion of Counsel (who may be counsel to the Issuer Trust), in each case confirming that such amendment has the effect of conforming the terms of this Trust Agreement to the descriptions of this Trust Agreement in that prospectus. Any such amendment shall become effective when notice is given to the Property Trustee, the Delaware Trustee, and the Holders of the Preferred Securities.

     (b) Except as provided in Section 10.2(c), any provision of this Trust Agreement may be amended from time to time by the Administrators, the Property Trustee, and the Holders of all of the Common Securities and (i) with the consent of the Majority Holders and (ii) upon receipt by the Issuer Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Issuer Trustees or the Administrators in accordance with that amendment will not affect the Issuer Trust’s status as a grantor trust, cause the Issuer Trust to be taxable as a corporation or as other than a grantor trust for United States Federal income tax purposes, or affect the Issuer Trust’s exemption from status as an “investment company” under the Investment Company Act.

     (c) In addition to and notwithstanding any other provision in this Trust Agreement, without the consent of each affected Holder (that consent being obtained in accordance with Section 6.3 or 6.6 hereof), this Trust Agreement may not be amended to: (i) change the amount or timing of any Distribution on the Trust Securities or otherwise adversely affect the amount of any Distribution required to be made in respect of the Trust Securities as of a specified date; or (ii) restrict the right of a Holder set forth in this Trust Agreement to institute suit for the enforcement of any such payment on or after that date; and, notwithstanding any other provision herein, without the unanimous consent of the Holders (that 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 provision of this Trust Agreement, no Issuer Trustee or Administrator shall enter into or consent to any amendment to this Trust Agreement that would cause the Issuer Trust to fail or cease to qualify for the exemption from status as an “investment company” under the Investment Company Act, to be taxable as a corporation, or to be classified as other than a grantor trust for United States Federal income tax purposes.

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

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     (f) In the event that any amendment to this Trust Agreement is made, the Administrators or the Property Trustee shall promptly provide to the Sponsor a copy of that amendment.

     (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement that affects its own rights, duties, or immunities under this Trust Agreement. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers’ Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust Agreement.

     SECTION 10.3. Separability.

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

     SECTION 10.4. Governing Law.

     This Trust Agreement and the rights and obligations of each of the Holders, the Issuer Trust, the Sponsor, the Administrators, and the Issuer Trustees with respect to this Trust Agreement and the Trust Securities shall be construed in accordance with and governed by the laws of the State of Delaware without reference to its conflicts of laws provisions.

     SECTION 10.5. Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security is a day that is not a Business Day, that payment need not be made on that date but may be made on the next succeeding day that is a Business Day (except as otherwise provided in Section 4.2(d)), with the same force and effect as though made on the date fixed for that payment, and no Distributions shall accumulate on that unpaid amount for the period after that date.

     SECTION 10.6. Successors.

     This Trust Agreement shall be binding upon and inure to the benefit of any successor to the Sponsor, the Issuer Trust, any Administrator, and any Issuer Trustee, including any successor by operation of law. Except in connection with a consolidation, merger, or sale involving the Sponsor that is permitted under Article Eight of the Indenture and pursuant to which the assignee agrees in writing to perform the Sponsor’s obligations hereunder, the Sponsor shall not assign its obligations hereunder.

     SECTION 10.7. Headings.

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

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     SECTION 10.8. Reports, Notices, and Demands.

     Any report, notice, demand, or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Holder or the Sponsor 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 that Holder as that Holder’s name and address may appear on the Securities Register; and (b) in the case of the Holder of the Common Securities or the Sponsor, to Wilmington Trust Corporation, Attention: [___], facsimile no.: (302) [___], or to such other address as may be specified in a written notice by the Holder of the Common Securities or the Sponsor, as the case may be, to the Property Trustee. That notice, demand, or other communication to or upon a Holder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing, or transmission.

     That notice, demand, or other communication to or upon the Sponsor shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Sponsor.

     Any notice, demand, or other communication that by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Issuer Trust, the Property Trustee, the Delaware Trustee, the Administrators, or the Issuer Trust shall be given in writing addressed to such Person as follows:

(a) with respect to the Property Trustee, to

Wells Fargo Bank, National Association
45 Broadway- 14th Floor
New York, New York 10006
Attention: Julie Salovich-Miller

(b) with respect to the Delaware Trustee, to

Wells Fargo Delaware Trust Company
919 North Market Street
Suite 1600
Wilmington, DE 19801
Attention: Tracy M. McLamb

with respect to the Administrators, to them at

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: David R. Gibson and Gerard A. Chamberlain

and

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     (c) with respect to the Issuer Trust, to its principal office specified in Section 2.2, with a copy to the Property Trustee. That notice, demand, or other communication to or upon the Issuer Trust, the Property Trustee, or the Administrators shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Issuer Trust, the Property Trustee, or that Administrator.

     SECTION 10.9. Agreement Not to Petition.

     Each of the Issuer Trustees, the Administrators, and the Sponsor agree for the benefit of the Holders that, until at least one year and one day after the Issuer Trust has been dissolved in accordance with Article 9, they shall not file, or join in the filing of, a petition against the Issuer Trust under any bankruptcy, insolvency, reorganization, or other similar law (including the United States Bankruptcy Code) (collectively, “Bankruptcy Laws”), or otherwise join in the commencement of any proceeding against the Issuer Trust under any Bankruptcy Law.

     If the Sponsor takes action in violation of this Section 10.9, the Property Trustee agrees, for the benefit of Holders, that, at the expense of the Sponsor, it shall file an answer with the bankruptcy court or otherwise properly contest the filing of that petition by the Sponsor against the Issuer Trust or the commencement of that action and raise the defense that the Sponsor has agreed in writing not to take that action and should be stopped and precluded therefrom and those other defenses, if any, as counsel for the Property Trustee or the Issuer Trust may assert.

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

     (a) This Trust Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Trust Agreement and shall, to the extent applicable, be governed by those provisions. If and to the extent any provision of this Trust Agreement limits, qualifies, or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act, through operation of Section 318(c) thereof those imposed duties shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the provision shall be deemed to apply to this Trust Agreement as so modified or excluded, as the case may be.

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

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

     SECTION 10.11. Acceptance of Terms of Trust Agreement, Guarantee Agreement, and Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN THAT TRUST SECURITY OF ALL THE

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TERMS AND PROVISIONS OF THIS TRUST AGREEMENT, THE GUARANTEE AGREEMENT, AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AGREEMENT AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE ISSUER TRUST, THAT HOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE, AND EFFECTIVE AS BETWEEN THE ISSUER TRUST AND THAT HOLDER AND SUCH OTHERS.

     SECTION 10.12. Counterparts.

     This Trust Agreement may be executed in one or more counterparts (including by means of signature pages sent by facsimile), each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

[Remainder of this page intentionally left blank.]

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     IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Trust Agreement.

WILMINGTON TRUST CORPORATION

as Sponsor

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Property Trustee

By:

Name:

Title:

WELLS FARGO DELAWARE TRUST COMPANY

as Delaware Trustee

By:

Name:

Title:

as Administrator

By:

as Administrator

By:

Exhibit A

CERTIFICATE OF TRUST

OF WILMINGTON TRUST CAPITAL A

     This Certificate of Trust of Wilmington Trust Capital A is being duly executed and filed by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. Section 3801 et seq.) (the “Act”):

     1. NAME. The name of the statutory trust formed hereby is Wilmington Trust Capital A.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the Trust in the State of Delaware are Wells Fargo Delaware Trust Company, 919 North Market Street, Suite 1600, Wilmington, Delaware 19801 Attention: Corporate Trust Administration.

     3. DULY AUTHORIZED. The Trustee is duly authorized to sign this Certificate of Trust.

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

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee
By:	/s/ Amy L. Martin
Name:	Amy L. Martin
Title:	Vice President

Exhibit B

FORM OF COMMON SECURITIES CERTIFICATE

     THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE SPONSOR OR AN AFFILIATE OF THE SPONSOR IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.10 OF THE TRUST AGREEMENT

Certificate Number	Number of Common Securities
[     ]	[___]

Certificate Evidencing Common Securities
of
Wilmington Trust Capital A
[ %] Cumulative Common Securities
(liquidation amount $1,000 per Common Security)

     Wilmington Trust Capital A, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that Wilmington Trust Corporation (the “Holder”) is the registered owner of [                                        (                    )] Common Securities of the Issuer Trust, representing undivided common beneficial interests in the assets of the Issuer Trust and designated the Wilmington Trust Capital A [                    ] Cumulative Common Securities (liquidation amount $1,000 per Common Security) (the “Common Securities”). Except in accordance with Section 5.10 of the Trust Agreement (as defined below) and to the fullest extent permitted by applicable law, the Common Securities are not transferable and any attempted transfer hereof other than in accordance therewith 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 under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of                     , 20___, as the same may be amended from time to time (the “Trust Agreement”), among Wilmington Trust Corporation, as Sponsor, Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as Property Trustee, Wells Fargo Delaware Trust Company, as Delaware Trustee, the Administrators, and the several holders of Trust Securities, including the designation of the terms of the Common Securities as set forth therein. The Issuer Trust will furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.

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

     Terms used but not defined herein have the meanings set forth in the Trust Agreement.

     IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has executed this certificate this ___ day of                     , 20___.

WILMINGTON TRUST CAPITAL A
By:
Name:
Title:	Administrator

B-2

Exhibit C

FORM OF GLOBAL PREFERRED SECURITIES CERTIFICATE

     This Preferred Securities Certificate is a Global Preferred Securities Certificate within the meaning of the Trust Agreement referred to hereinafter and is registered in the name of a Depositary or a nominee of a Depositary. This Preferred Securities Certificate is exchangeable for Definitive Preferred Securities Certificates registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Trust Agreement, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, except in the limited circumstances described in the Trust Agreement.

     Unless this Global Preferred Security Certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to Wilmington Trust Capital A or its agent for registration of transfer, exchange, or payment, and any Global Preferred Security Certificate issued is registered in the name of Cede & Co. or such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

     [NO EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), NO ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY (A “PLAN ASSET ENTITY”), AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN, MAY ACQUIRE OR HOLD THIS PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN, UNLESS THAT PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 96–23, 95–60, 91–38, 90–1, OR 84–14 OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO THAT PURCHASE OR HOLDING AND, IN THE CASE OF ANY PURCHASER OR HOLDER RELYING ON ANY EXEMPTION OTHER THAN PTCE 96–23, 95–60, 91–38, 90–1, OR 84–14, HAS COMPLIED WITH ANY REQUEST BY THE SPONSOR OR THE ISSUER TRUST FOR AN OPINION OF COUNSEL OR OTHER EVIDENCE WITH RESPECT TO THE AVAILABILITY OF THAT EXEMPTION. ANY PURCHASER OR HOLDER OF THIS PREFERRED SECURITIES CERTIFICATE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF THAT IT EITHER (A) IS NOT A PLAN OR A PLAN ASSET ENTITY AND IS NOT PURCHASING SUCH SECURITIES ON BEHALF OF OR WITH “PLAN ASSETS” OF ANY PLAN, OR (B) IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER PTCE 96–23, 95–60, 91–38, 90–1, 84–14, OR ANOTHER APPLICABLE EXEMPTION WITH RESPECT TO THAT PURCHASE OR HOLDING.]

C-1

Certificate Number	Number of Preferred Securities
CUSIP NO.

Certificate Evidencing Preferred Securities
of
Wilmington Trust Capital A
[    ] Cumulative Preferred Securities

(liquidation amount $1,000 per Preferred Security)

     Wilmington Trust Capital A, a statutory trust created under the laws of the State of Delaware (the “Issuer Trust”), hereby certifies that Cede & Co. (the “Holder”) is the registered owner of                    (                    ) Preferred Securities of the Issuer Trust representing an undivided preferred beneficial interest in the assets of the Issuer Trust and designated the Wilmington Trust Capital A [                    ] Cumulative Preferred Securities (liquidation amount $1,000 per Preferred Security) (the “Preferred Securities”). The Preferred Securities are transferable on the books and records of the Issuer Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 5.4 of the Trust Agreement (as defined below). The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Preferred Securities are set forth in, and this certificate and the Preferred Securities represented hereby are issued under and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Issuer Trust, dated as of                     , 20___, as the same may be amended from time to time (the “Trust Agreement”), among Wilmington Trust Corporation, as Sponsor, Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”), as Property Trustee, Wells Fargo Delaware Trust Company, as Delaware Trustee, the Administrators, and the several holders of Trust Securities, including the designation of the terms of the Preferred Securities set forth therein. The Holder is entitled to the benefits of the Guarantee Agreement, dated as of                     , 20___, (the “Guarantee Agreement”), by and between Wilmington Trust Corporation, as Guarantor, and Wells Fargo, as Guarantee Trustee, to the extent provided therein. The Issuer Trust will furnish a copy of the Trust Agreement and the Guarantee Agreement to the Holder without charge upon written request to the Issuer Trust at its principal place of business or registered office.

     Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Terms used but not defined herein have the meanings set forth in the Trust Agreement.

C-2

     IN WITNESS WHEREOF, one of the Administrators of the Issuer Trust has executed this certificate this ___ day of                     , 20___.

WILMINGTON TRUST CAPITAL A
By:
Name:
Title:	Administrator

C-3

PROPERTY TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Preferred Securities referred to in the above mentioned Trust Agreement.

Dated:                                         

WELLS FARGO BANK, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Property Trustee

By:
Name:
Title:

C-4

     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 Issuer 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)

     The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations, and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.

C-5

EX-4.13

Exhibit 4.13

FORM OF

GUARANTEE AGREEMENT

by and between

WILMINGTON TRUST CORPORATION
as Guarantor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Guarantee Trustee

relating to

WILMINGTON TRUST CAPITAL A

Dated as of                     

CROSS REFERENCE TABLE¹

Section of Trust	Section of
Indenture Act of	Guarantee
1939, a amended	Agreement
310(a)	4.1(a)
(b)	2.8; 4.1(c)
(c)	Inapplicable
311(a)	2.2(b)
(b)	2.2(b)
(c)	Inapplicable
312(a)	2.2(a)
(b)	2.2(b)
(c)	2.2
313	2.3
3 14(a)	2.4
(b)	Inapplicable
(c)	2.5
(d)	Inapplicable
(e)	1.1; 2.5; 3.2
(f)	2.1, 3.2
3 15(a)	3.1(d); 3.2(a)
(b)	2.7
(c)	3.1(c)
(d)	3.1(d)
316(a)	1.1; 2.6; 5.4
(b)	5.3
(c)	8.2
317(a)	Inapplicable
(b)	Inapplicable
318(a)	2.1
(b)	2.1
(c)	2.1

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

- i -

Table of Contents

	Page
ARTICLE I DEFINITIONS		1
SECTION 1.1. Definitions		1
ARTICLE II TRUST INDENTURE ACT		4
SECTION 2.1. Trust Indenture Act; Application		4
SECTION 2.2. List of Holders		5
SECTION 2.3. Reports by the Guarantee Trustee		5
SECTION 2.4. Periodic Reports to the Guarantee Trustee		5
SECTION 2.5. Evidence of Compliance with Conditions Precedent		5
SECTION 2.6. Events of Default; Waiver		5
SECTION 2.7. Event of Default; Notice		6
SECTION 2.8. Conflicting Interests		6
ARTICLE III POWERS, DUTIES, AND RIGHTS OF THE GUARANTEE TRUSTEE		6
SECTION 3.1. Powers and Duties of the Guarantee Trustee		6
SECTION 3.2. Certain Rights of Guarantee Trustee		7
SECTION 3.3. Compensation; Indemnity; Fees		9
SECTION 3.4. Not Responsible for Recitals		10
ARTICLE IV GUARANTEE TRUSTEE		10
SECTION 4.1. Guarantee Trustee; Eligibility		10
SECTION 4.2. Appointment, Removal, and Resignation of the Guarantee Trustee		10
ARTICLE V GUARANTEE		11
SECTION 5.1. Guarantee		11
SECTION 5.2. Waiver of Notice and Demand		11
SECTION 5.3. Obligations Not Affected		12
SECTION 5.4. Rights of Holders		12
SECTION 5.5. Guarantee of Payment		13
SECTION 5.6. Subrogation		13
SECTION 5.7. Independent Obligations		13
ARTICLE VI COVENANTS AND SUBORDINATION		13
SECTION 6.1. Subordination		13
SECTION 6.2. Pari Passu Guarantees		13
ARTICLE VII TERMINATION		14
SECTION 7.1. Termination		14
ARTICLE VIII MISCELLANEOUS		14
SECTION 8.1. Successors and Assigns		14
SECTION 8.2. Amendments		14
SECTION 8.3. Notices		14
SECTION 8.4. Benefit		15
SECTION 8.5. Governing Law		15
SECTION 8.6. Counterparts		16

- ii -

GUARANTEE AGREEMENT

     GUARANTEE AGREEMENT, dated as of                     , between Wilmington Trust Corporation, a Delaware corporation (the “Guarantor”), having its principal office at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, and Wells Fargo Bank, National Association, a national banking association, as trustee (in that capacity, the “Guarantee Trustee” and, in its separate corporate capacity and not in its capacity as Guarantee Trustee, “Wells Fargo”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Securities (as defined herein) of Wilmington Trust Capital A, a Delaware statutory trust (the “Issuer Trust”).

RECITALS

     WHEREAS, pursuant to an Amended and Restated Trust Agreement of even date herewith (the “Trust Agreement”) among Wilmington Trust Corporation, as Sponsor, the Property Trustee, the Delaware Trustee, and the Administrators (each as defined in the Trust Agreement) and the holders from time to time of undivided beneficial interests in the assets of the Issuer Trust, the Issuer Trust is issuing $                     aggregate Liquidation Amount (as defined in the Trust Agreement) of its                     % Preferred Securities (the “Preferred Securities”), representing preferred undivided beneficial interests in the assets of the Issuer Trust and having the terms set forth in the Trust Agreement and $                     aggregate Liquidation Amount (as defined in the Trust Agreement) of its                     % Common Securities (the “Common Securities” and together with the Preferred Securities, the “Trust Securities”); and

     WHEREAS, the Preferred Securities will be issued by the Issuer Trust, and the proceeds thereof, together with the proceeds from the issuance of the Issuer Trust’s Common Securities, will be used to purchase the Debentures (as defined in the Trust Agreement) of the Guarantor, which Debentures will be deposited with Wells Fargo, as Property Trustee under the Trust Agreement, as trust assets; and

     WHEREAS, as an incentive for the Holders to purchase Preferred Securities, the Guarantor desires irrevocably and unconditionally to agree, to the extent set forth herein, to pay to the Holders of the Preferred Securities the Guarantee Payments (as defined herein) and to make certain other payments on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the purchase of Preferred Securities by each Holder, which purchase the Guarantor hereby acknowledges shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee Agreement for the benefit of the Holders from time to time.

ARTICLE I
DEFINITIONS

SECTION 1.1. Definitions.

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

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

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

     (c) The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation”;

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

     (e) 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 Guarantee Agreement; and

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

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of that 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.

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

     “Common Securities” has the meaning specified in the recitals to this Guarantee Agreement.

     “Event of Default” means (i) a default by the Guarantor in any of its payment obligations under this Guarantee Agreement or (ii) a default by the Guarantor in any other obligation hereunder that remains unremedied for 30 days after written notice of that default has been given by the Guarantee Trustee to the Guarantor.

     “Guarantee Agreement” means this Guarantee Agreement, as modified, amended, or supplemented from time to time.

     “Guarantee Payments” means the following payments or distributions, without duplication, with respect to the Preferred Securities, to the extent not paid or made by or on behalf of the Issuer Trust: (i) any accumulated and unpaid Distributions (as defined in the Trust Agreement) required to be paid on the Preferred Securities, to the extent the Issuer Trust has funds on hand available therefor at that time; (ii) the Redemption Price (as defined in the Trust Agreement) with respect to any Preferred Securities called for redemption by the Issuer Trust, to the extent the Issuer Trust has funds on hand available therefor at that time; and (iii) upon a voluntary or involuntary dissolution, winding-up, or liquidation of the Issuer Trust, unless Debentures are distributed to the Holders, the lesser of (a) the Liquidation Distribution (as

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defined in the Trust Agreement) with respect to the Preferred Securities, to the extent that the Issuer Trust has funds on hand available therefor at that time, and (b) the amount of assets of the Issuer Trust remaining available for distribution to Holders on liquidation of the Issuer.

     “Guarantee Trustee” means Wells Fargo, solely in its capacity as Guarantee Trustee and not in its individual capacity, until a Successor Guarantee Trustee has been appointed and has accepted that appointment pursuant to the terms of this Guarantee Agreement, and thereafter means each such Successor Guarantee Trustee.

     “Guarantor” has the meaning specified in the first paragraph of this Guarantee Agreement.

     “Holder” means any Holder (as defined in the Trust Agreement) of any Trust Securities; provided, however, that in determining whether the holders of the requisite percentage of Trust Securities have given any request, notice, consent, or waiver hereunder, “Holder” shall not include the Guarantor, the Guarantee Trustee, or any Affiliate of the Guarantor or the Guarantee Trustee.

     “Indenture” means the Junior Subordinated Indenture, dated as of ___, between the Guarantor and Wells Fargo, as trustee, as the same may be modified, amended, or supplemented from time to time.

     “Issuer Trust” has the meaning specified in the first paragraph of this Guarantee Agreement.

     “List of Holders” has the meaning specified in Section 2.2(a).

     “Majority in Liquidation Amount of the Preferred Securities” means, except as provided by the Trust Indenture Act, Preferred Securities representing more than 50% of the aggregate Liquidation Amount (as defined in the Trust Agreement) of all Preferred Securities then Outstanding (as defined in the Trust Agreement).

     “Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman of the Board, the President, Vice-Chairman of the Board, or a Vice President of that Person, and by the Treasurer, an Assistant Treasurer, the Controller, the Secretary, or an Assistant Secretary of that Person. Any Officers’ Certificate delivered with respect to compliance with a condition or covenant provided for in this Guarantee Agreement shall include:

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

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

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

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

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

     “Preferred Securities” has the meaning specified in the recitals to this Guarantee Agreement.

     “Responsible Officer,” when used with respect to the Guarantee Trustee, means any officer of the Guarantee Trustee with direct responsibility for the administration of this Guarantee and also means, with respect to a particular corporate trust matter, any other officer of the Guarantee Trustee to whom that matter is referred because of his knowledge of and familiarity with the particular subject.

     “Successor Guarantee Trustee” means a successor Guarantee Trustee possessing the qualifications to act as Guarantee Trustee under Section 4.1.

     “Trust Agreement” means the Amended and Restated Trust Agreement of the Issuer Trust referred to in the recitals to this Guarantee Agreement, as modified, amended, or supplemented from time to time.

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

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

     “Vice President,” when used with respect to the Guarantor, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

ARTICLE II
TRUST INDENTURE ACT

SECTION 2.1. Trust Indenture Act; Application.

     This Guarantee Agreement is subject to the provisions of the Trust Indenture Act that are required to be part of this Guarantee Agreement and shall, to the extent applicable, be governed by those provisions. If and to the extent that any provision of this Guarantee Agreement limits, qualifies, or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, those imposed duties shall control. If any provision of this Guarantee Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Guarantee Agreement as so modified or to be excluded, as the case may be.

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SECTION 2.2. List of Holders.

     (a) The Guarantor shall furnish or cause to be furnished to the Guarantee Trustee (a)                     , on or before                     and                      of each year, a list, in such form as the Guarantee Trustee may reasonably require, of the names and addresses of the Holders (a “List of Holders”) as of a date not more than 15 days prior to the delivery thereof, and (b) at those other times as the Guarantee Trustee may request in writing, within 30 days after the receipt by the Guarantor of any such request, a List of Holders as of a date not more than 15 days prior to the time that list is furnished, in each case to the extent that information is in the possession or control of the Guarantor and has not otherwise been received by the Guarantee Trustee in its capacity as such. Notwithstanding the preceding sentence, the Guarantor shall not be required to provide such a List of Holders at any time that the List of Holders does not differ from the most recent List of Holders given to the Guarantee Trustee by the Guarantor. The Guarantee Trustee may destroy any List of Holders previously given to it on receipt of a new List of Holders.

     (b) The Guarantee Trustee shall comply with the requirements of Section 311(a), Section 311(b), and Section 312(b) of the Trust Indenture Act.

SECTION 2.3. Reports by the Guarantee Trustee.

     Within 60 days after                      of each year, commencing                     , the Guarantee Trustee shall provide to the Holders those reports as are required by Section 313 of the Trust Indenture Act, if any, in the form and in the manner provided by Section 313 of the Trust Indenture Act. The Guarantee Trustee shall also comply with the requirements of Section 313(d) of the Trust Indenture Act.

SECTION 2.4. Periodic Reports to the Guarantee Trustee.

     The Guarantor shall provide to the Guarantee Trustee, the Securities and Exchange Commission, and the Holders those documents, reports, and information, if any, as required by Section 314 of the Trust Indenture Act and the compliance certificate required by Section 314 of the Trust Indenture Act, in the form, in the manner, and at the times required by Section 314 of the Trust Indenture Act.

SECTION 2.5. Evidence of Compliance with Conditions Precedent.

     The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with those conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer of the Guarantor pursuant to Section 314(c)(1) may be given in the form of an Officers’ Certificate.

SECTION 2.6. Events of Default; Waiver.

     The Holders of at least a Majority in Liquidation Amount of the Preferred Securities may, by vote, on behalf of the Holders of all the Preferred Securities, waive any past default or Event of Default and its consequences. Upon that waiver, any such default or Event of Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have

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been cured, for every purpose of this Guarantee Agreement, but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.

SECTION 2.7. Event of Default; Notice.

     (a) The Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default known to the Guarantee Trustee, transmit by mail, first class postage prepaid, to the Holders, notice of any such Event of Default known to the Guarantee Trustee, unless that Event of Default has been cured before the giving of that notice, provided that, except in the case of a default in the payment of a Guarantee Payment, the Guarantee Trustee shall be protected in withholding that 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 Guarantee Trustee in good faith determines that the withholding of that notice is in the interests of the Holders.

     (b) The Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless a Responsible Officer charged with the administration of this Guarantee Agreement shall have obtained written notice of that Event of Default.

SECTION 2.8. Conflicting Interests.

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

ARTICLE III
POWERS, DUTIES, AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 3.1. Powers and Duties of the Guarantee Trustee.

     (a) This Guarantee Agreement shall be held by the Guarantee Trustee for the benefit of the Holders, and the Guarantee Trustee shall not transfer this Guarantee Agreement to any Person except to a Successor Guarantee Trustee on acceptance by that Successor Guarantee Trustee of its appointment to act as Guarantee Trustee hereunder. The right, title, and interest of the Guarantee Trustee hereunder, as such, shall automatically vest in any Successor Guarantee Trustee, upon acceptance by that Successor Guarantee Trustee of its appointment hereunder, and that vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered pursuant to the appointment of that Successor Guarantee Trustee.

     (b) If an Event of Default has occurred and is continuing of which the Guarantee Trustee is deemed to have knowledge pursuant to Section 2.7(b), the Guarantee Trustee shall enforce this Guarantee Agreement for the benefit of the Holders.

     (c) The Guarantee Trustee, before the occurrence of any Event of Default and after the curing of all Events of Default that may have occurred, shall undertake to perform only those duties as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1), and no implied covenants shall be read into this Guarantee Agreement against the Guarantee Trustee. If an Event of Default has occurred of which the Guarantee Trustee is deemed to have knowledge pursuant to Section 2.7(b) that has not been cured or waived pursuant to Section 2.6, the Guarantee Trustee shall exercise those of the rights and powers vested in it by

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this Guarantee Agreement, and use the same degree of care and skill in its exercise thereof, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

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

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

               (A) the duties and obligations of the Guarantee Trustee shall be determined solely by the express provisions of this Guarantee Agreement (including pursuant to Section 2.1), and the Guarantee Trustee shall not be liable except for the performance of those duties and obligations as are specifically set forth in this Guarantee Agreement (including pursuant to Section 2.1); and

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

          (ii) The Guarantee Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer of the Guarantee Trustee, unless it is proved that the Guarantee Trustee was negligent or committed misconduct in ascertaining the pertinent facts upon which that judgment was made.

          (iii) The Guarantee Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities relating to the time, method, and place of conducting any proceeding for any remedy available to the Guarantee Trustee, or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement.

          (iv) No provision of this Guarantee Agreement shall require the Guarantee Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers, if the Guarantee Trustee shall have reasonable grounds to believe that the repayment of those funds or liability is not reasonably assured to it under the terms of this Guarantee Agreement or adequate indemnity against that risk or liability is not reasonably assured to it.

SECTION 3.2. Certain Rights of Guarantee Trustee.

     (a) Subject to the provisions of Section 3.1:

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          (i) The Guarantee Trustee may rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, or other paper or document reasonably believed by it to be genuine and to have been signed, sent, or presented by the proper party or parties.

          (ii) Any direction or act of the Guarantor contemplated by this Guarantee Agreement shall be sufficiently evidenced by an Officers’ Certificate unless otherwise prescribed herein.

          (iii) Whenever, in the administration of this Guarantee Agreement, the Guarantee Trustee deems it desirable that a matter be proved or established before taking, suffering, or omitting to take any action hereunder, the Guarantee Trustee (unless other evidence is specifically prescribed herein) may, in the absence of bad faith on its part, request and rely upon an Officers’ Certificate which, upon receipt of that request from the Guarantee Trustee, shall be promptly delivered by the Guarantor.

          (iv) The Guarantee Trustee may consult with legal counsel (which counsel may be counsel to the Guarantor or any of its Affiliates, and which may include any of its employees), and the written advice or opinion of that legal counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered, or omitted to be taken by it hereunder in good faith and in accordance with that advice or opinion. The Guarantee Trustee shall have the right at any time to seek instructions concerning the administration of this Guarantee Agreement from any court of competent jurisdiction.

          (v) The Guarantee Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Guarantee Agreement at the request or direction of any Holder unless that Holder shall have provided to the Guarantee Trustee such reasonable security or indemnity against the costs, expenses, and liabilities that might be incurred by it in compliance with that request or direction; provided that nothing contained in this Section 3.2(a)(v) shall be taken to relieve the Guarantee Trustee, upon the occurrence of an Event of Default, of its obligation to exercise the rights and powers vested in it by this Guarantee Agreement.

          (vi) The Guarantee Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, or other paper or document, unless requested in writing to do so by one or more Holders, but the Guarantee Trustee, in its discretion, may make such further inquiry or investigation into those facts or matters as it may see fit.

          (vii) The Guarantee 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, and the Guarantee Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due care hereunder.

          (viii) Whenever in the administration of this Guarantee Agreement the Guarantee Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action hereunder, the Guarantee Trustee (A) may request

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instructions from the Holders holding a majority in Liquidation Amount of the Preferred Securities, (B) may refrain from enforcing that remedy or right or taking that other action until those instructions are received, and (C) shall be protected in acting in accordance with those instructions.

          (ix) Except as otherwise expressly provided by this Guarantee Agreement, the Guarantee Trustee shall not be under any obligation to take any action that is discretionary under the provisions of this Guarantee Agreement.

     (b) No provision of this Guarantee Agreement shall be deemed to impose any duty or obligation on the Guarantee 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 is illegal, or in which the Guarantee Trustee is 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 Guarantee Trustee shall be construed to be a duty to act in accordance with that power and authority.

SECTION 3.3. Compensation; Indemnity; Fees.

     The Guarantor agrees:

     (a) to pay to the Guarantee Trustee from time to time such reasonable compensation for all services rendered by it hereunder as may be agreed in writing by the Guarantor and the Guarantee Trustee 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 Guarantee Trustee upon request for all reasonable expenses, disbursements, and advances incurred or made by the Guarantee Trustee in accordance with any provision of this Guarantee Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence, bad faith, or willful misconduct; and

     (c) to the fullest extent permitted by applicable law, to indemnify the Guarantee Trustee and its officers, directors, employees, and agents for, and to hold it harmless against, any loss, damage, liability, penalty, expense, or claim of any kind or nature whatsoever incurred without negligence, willful misconduct, or bad faith on the part of the Guarantee Trustee, arising out of or in connection with the acceptance or administration of this Guarantee Agreement, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

     The Guarantee Trustee will not claim or exact any lien or charge on any Guarantee Payments as a result of any amount due to it under this Guarantee Agreement.

     The provisions of this Section 3.3 shall survive the termination of this Guarantee Agreement or the resignation or removal of the Guarantee Trustee.

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SECTION 3.4. Not Responsible for Recitals.

     The recitals contained herein shall be taken as the statements of the Issuer Trust and the Guarantor, and the Guarantee Trustee does not assume any responsibility for their correctness.

ARTICLE IV
GUARANTEE TRUSTEE

SECTION 4.1. Guarantee Trustee; Eligibility.

     (a) There shall at all times be a Guarantee Trustee which shall:

          (i) not be an Affiliate of the Guarantor; and

          (ii) 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, and shall be a corporation meeting the requirements of Section 310(a) of the Trust Indenture Act. If that corporation publishes reports of condition at least annually, pursuant to law or the requirements of its supervising or examining authority, then, for the purposes of this Section 4.1 and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of that corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

     (b) If at any time the Guarantee Trustee ceases to be eligible to so act under Section 4.1(a), the Guarantee Trustee shall immediately resign in the manner and with the effect set forth in Section 4.2.

     (c) If the Guarantee Trustee has or acquires any “conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Guarantee Trustee and Guarantor shall either eliminate that interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and Section 4.2.

SECTION 4.2. Appointment, Removal, and Resignation of the Guarantee Trustee.

     (a) Subject to Section 4.2(c), the Guarantee Trustee may be appointed or removed at any time by the action of the Holders of a Majority in Liquidation Amount of the Preferred Securities delivered to the Guarantee Trustee and the Guarantor (i) for cause or (ii) if a Debenture Event of Default (as defined in the Trust Agreement) has occurred and is continuing at any time.

     (b) Subject to Section 4.2(c), the Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by giving written notice thereof to the Holders and the Guarantor and appointing a successor Guarantee Trustee. The Guarantee Trustee shall appoint a successor by requesting from at least three Persons meeting the requirements of Section 4.1(a) their expenses and charges to serve as the Guarantee Trustee, and selecting the Person who agrees to the lowest expenses and charges.

     (c) The Guarantee Trustee appointed hereunder shall hold office until a Successor Guarantee Trustee has been appointed and has accepted that appointment. No removal or

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resignation of a Guarantee Trustee shall be effective until a Successor Guarantee Trustee has been appointed, accepted that appointment by written instrument executed by that Successor Guarantee Trustee and delivered to the Guarantor and, in the case of any resignation, the resigning Guarantee Trustee.

     (d) If no Successor Guarantee Trustee has been appointed and accepted appointment as provided in this Section 4.2 within 60 days after delivery to the Holders and the Guarantor of a notice of resignation, the resigning Guarantee Trustee may petition, at the expense of the Guarantor, any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. That court may thereupon, after prescribing that notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee.

     (e) If a resigning Guarantee Trustee fails to appoint a successor, or if a Guarantee Trustee is removed or become incapable of acting as Guarantee Trustee and a replacement is not appointed prior to that resignation or removal, or if a vacancy occurs in the office of Guarantee Trustee for any cause, the Holders of the Preferred Securities, by the action of the Holders of record of not less than 25% in aggregate Liquidation Amount (as defined in the Trust Agreement) of the Preferred Securities then Outstanding (as defined in the Trust Agreement) delivered to that Guarantee Trustee, may appoint a Successor Guarantee Trustee or Trustees.

     If no successor Guarantee Trustee has been so appointed by the Holders of the Preferred Securities and accepted appointment, any Holder of the Trust Securities, on behalf of that Holder and all others similarly situated, or any other Guarantee Trustee, may petition any court of competent jurisdiction for the appointment of a successor Guarantee Trustee.

ARTICLE V
GUARANTEE

SECTION 5.1. Guarantee.

     The Guarantor irrevocably and unconditionally agrees to pay in full to the Holders the Guarantee Payments, subject to the limitations contained in the definition of that term, without duplication of amounts theretofore paid by or on behalf of the Issuer Trust, as and when due, regardless of any defense, right of set-off, or counterclaim that the Issuer Trust may have or assert, except the defense of payment. The Guarantor’s obligation to make a Guarantee Payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holders or by causing the Issuer Trust to pay those amounts to the Holders.

SECTION 5.2. Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Guarantee Agreement and of any liability to which it applies or may apply, presentment, demand for payment, any right to require a proceeding first against the Guarantee Trustee, the Issuer Trust, or any other Person before proceeding against the Guarantor, protest, notice of nonpayment, notice of dishonor, notice of redemption, and all other notices and demands.

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SECTION 5.3. Obligations Not Affected.

     The obligations, covenants, agreements, and duties of the Guarantor under this Guarantee Agreement shall in no way be affected or impaired by reason of the happening from time to time of any of the following:

     (a) the release or waiver, by operation of law or otherwise, of the performance or observance by the Issuer Trust of any express or implied agreement, covenant, term, or condition relating to the Trust Securities to be performed or observed by the Issuer Trust;

     (b) the extension of time for the payment by the Issuer Trust of all or any portion of the Distributions, other than an extension of time for payment of Distributions that results from the extension of any interest payment period on the Debentures as provided in the Indenture, Redemption Price, Liquidation Distribution, or any other sums payable under the terms of the Trust Securities or the extension of time for the performance of any other obligation under, arising out of, or in connection with, the Trust Securities;

     (c) any failure, omission, delay, or lack of diligence on the part of the Holders to enforce, assert, or exercise any right, privilege, power, or remedy conferred on the Holders pursuant to the terms of the Trust Securities, or any action on the part of the Issuer Trust granting indulgence or extension of any kind;

     (d) the voluntary or involuntary liquidation, dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition, or readjustment of debt of, or other similar proceedings affecting, the Issuer Trust or any of the assets of the Issuer Trust;

     (e) any invalidity of, or defect or deficiency in, the Trust Securities;

     (f) the settlement or compromise of any obligation guaranteed or incurred hereby; or

     (g) any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor, other than payment of the underlying obligation, it being the intent of this Section 5.3 that the obligations of the Guarantor hereunder shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain the consent of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 5.4. Rights of Holders.

     The Guarantor expressly acknowledges that: (i) this Guarantee Agreement will be deposited with the Guarantee Trustee to be held for the benefit of the Holders; (ii) the Guarantee Trustee has the right to enforce this Guarantee Agreement on behalf of the Holders; (iii) the Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Guarantee Trustee in respect of this Guarantee Agreement or exercising any trust or power conferred upon the Guarantee Trustee under this Guarantee Agreement; and (iv) any Holder may institute a legal proceeding directly against the Guarantor to enforce its rights under this

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Guarantee Agreement without first instituting a legal proceeding against the Guarantee Trustee, the Issuer Trust, or any other Person.

SECTION 5.5. Guarantee of Payment.

     This Guarantee Agreement creates a guarantee of payment and not of collection. This Guarantee Agreement will not be discharged except by payment of the Guarantee Payments in full, without duplication of amounts theretofore paid by the Issuer Trust, or upon the distribution of Debentures to Holders as provided in the Trust Agreement.

SECTION 5.6. Subrogation.

     The Guarantor shall be subrogated to all rights (if any) of the Holders against the Issuer Trust in respect of any amounts paid to the Holders by the Guarantor under this Guarantee Agreement; provided, however, that the Guarantor shall not, except to the extent required by mandatory provisions of law, be entitled to enforce or exercise any rights it may acquire by way of subrogation or any indemnity, reimbursement, or other agreement, in all cases as a result of payment under this Guarantee Agreement, if, at the time of any such payment, any amounts are due and unpaid under this Guarantee Agreement. If any amount shall be paid to the Guarantor in violation of the preceding sentence, the Guarantor agrees to hold that amount in trust for the Holders and to pay over that amount to the Holders.

SECTION 5.7. Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer Trust with respect to the Trust Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee Agreement notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 5.3 hereof.

ARTICLE VI
COVENANTS AND SUBORDINATION

SECTION 6.1. Subordination.

     The obligations of the Guarantor under this Guarantee Agreement will constitute unsecured obligations of the Guarantor and will rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Guarantor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Guarantor hereunder. The obligations of the Guarantor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Guarantor.

SECTION 6.2. Pari Passu Guarantees.

     The obligations of the Guarantor under this Guarantee Agreement shall rank pari passu with the obligations of the Guarantor under (i) any similar guarantee agreements issued by the Guarantor on behalf of the holders of preferred securities or other capital securities issued by any Issuer Trust (as defined in the Indenture), (ii) the Indenture and the Securities (as defined in the

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Indenture) issued thereunder, (iii) Section 4.6 of the Trust Agreement and any similar expense agreements entered into by the Guarantor in connection with the offering of Preferred Securities (as defined in the Indenture) by any Issuer Trust (as defined in the Indenture), and (iv) any other security, guarantee, or other agreement or obligation that is expressly stated to rank pari passu with the obligations of the Guarantor under this Guarantee Agreement or any obligation that ranks pari passu with the obligations of the Guarantor under this Guarantee Agreement.

ARTICLE VII
TERMINATION

SECTION 7.1. Termination.

     This Guarantee Agreement shall terminate and be of no further force and effect upon the earliest to occur of (i) full payment of the Redemption Price (as defined in the Trust Agreement) of all Preferred Securities; (ii) the distribution of Debentures to the Holders in exchange for all of the Preferred Securities; or (iii) full payment of the amounts payable in accordance with Article 9 of the Trust Agreement upon liquidation of the Issuer Trust. Notwithstanding the foregoing, this Guarantee Agreement will continue to be effective or will be reinstated, as the case may be, if at any time any Holder is required to repay any sums paid with respect to Preferred Securities or this Guarantee Agreement.

ARTICLE VIII
MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

     All guarantees and agreements contained in this Guarantee Agreement shall bind the successors, assigns, receivers, trustees, and representatives of the Guarantor and shall inure to the benefit of the Holders of the Preferred Securities then outstanding. Except in connection with a consolidation, merger, or sale involving the Guarantor that is permitted under Article VIII of the Indenture and pursuant to which the successor or assignee agrees in writing to perform the Guarantor’s obligations hereunder, the Guarantor shall not assign its obligations hereunder, and any purported assignment other than in accordance with this provision shall be void.

SECTION 8.2. Amendments.

     Except with respect to any changes that do not adversely affect the rights of the Holders in any material respect, in which case no consent of the Holders will be required, this Guarantee Agreement may only be amended with the prior approval of the Holders of not less than a Majority in Liquidation Amount of the Preferred Securities. The provisions of Article VI of the Trust Agreement concerning meetings of the Holders and acts of the Holders by written consent shall apply to the giving of that approval.

SECTION 8.3. Notices.

     Any notice, request, or other communication required or permitted to be given hereunder shall be in writing, duly signed by the party giving such notice, and delivered, telecopied, or mailed by first class mail as follows:

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     (a) if given to the Guarantor, to the address or telecopy number set forth below or such other address or telecopy number as the Guarantor may give notice to the Guarantee Trustee and the Holders:

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: [Secretary]
Telecopy: [            ]

     (b) if given to the Guarantee Trustee, at the Issuer Trust’s address or telecopy number set forth below or such other address or telecopy number as the Guarantee Trustee may give notice to the Guarantor and Holders:

Wells Fargo Bank, National Association
[Address]
Attn: [Corporate Trust Services]
Telecopy: [            ]

with a copy to:

Wilmington Trust Capital A
c/o Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Attention: Administrators
Telecopy: [            ]

     (c) if given to any Holder, at the address set forth on the books and records of the Issuer Trust.

     All notices hereunder shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed by first class mail, postage prepaid, except that if a notice or other document is refused delivery or cannot be delivered because of a changed address of which no notice was given, that notice or other document shall be deemed to have been delivered on the date of that refusal or inability to deliver.

SECTION 8.4. Benefit.

     This Guarantee Agreement is solely for the benefit of the Holders of the Preferred Securities and is not separately transferable from the Preferred Securities.

SECTION 8.5. Governing Law.

     THIS GUARANTEE AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

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WITHOUT REFERENCE TO ITS CONFLICTS OF LAW PROVISIONS OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

SECTION 8.6. Counterparts.

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

[Remainder of page intentionally left blank.]

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

WILMINGTON TRUST CORPORATION,
as Guarantor

By:

Name:

Title:

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Guarantee Trustee

By:

Name:

Title:

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EX-5.1

Exhibit 5.1

Gerard A. Chamberlain
2431 Brown Street
Philadelphia, PA 19130

January 12, 2009

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, DE 19890

Re:	Wilmington Trust Corporation
	Post Effective Amendment No. 2 to Shelf Registration Statement

Ladies and Gentlemen:

I have served as counsel to Wilmington Trust Corporation, a Delaware corporation (the “Company”), and Wilmington Trust Capital A, a Delaware statutory trust (the “Trust”), in connection with the Post-Effective Amendment No. 2, dated December [ ], 2008 (the “Post-Effective Amendment”), which amends the automatic shelf registration statement on Form S-3 (File No. 333-147694) (as amended by Post-Effective Amendment No. 1, dated September 22, 2008, and as further amended by the Post-Effective Amendment, the “Registration Statement”) to be filed on the date hereof with the Securities and Exchange Commission (the “Commission”) relating to the offer and sale from time to time, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), of an unlimited amount of:

(1)	the Company’s common stock, par value $1.00 per share (the “Common Stock”);
(2)	senior and subordinated debt securities of the Company (other than the Junior Subordinated Debentures, as defined below) (the “Debt Securities”);
(3)	the Company’s preferred stock, par value $1.00 per share (the “Preferred Stock”);
(4)	depositary shares representing interests in Common Stock or Preferred Stock (the “Depositary Shares”);
(5)	contracts for the purchase of Common Stock, Preferred Stock, Depositary Shares, Debt Securities, or other securities (the “Purchase Contracts”);
(6)	warrants representing rights to purchase Common Stock, Preferred Stock, Depositary Shares, or Debt Securities (the “Warrants”);
(7)	rights to purchase securities of the Company (the “Rights”);
(8)	preferred securities of the Trust (the “Trust Preferred Securities”);
(9)	junior subordinated debentures of the Company (the “Junior Subordinated Debentures”);
(10)	guarantees by the Company, on a subordinated basis, of the payment of distributions and the redemption or liquidation price of the Trust Preferred Securities (the “Guarantees”); and
(11)	units consisting of any combination of the above (the “Units”).

Wilmington Trust Corporation
January 12, 2009
Page 2

The Common Stock, Debt Securities, Preferred Stock, Depositary Shares, Purchase Contracts, Warrants, Rights, Trust Preferred Securities, Junior Subordinated Debentures, Guarantees, and Units are collectively referred to herein as the “Securities.” The Securities will be offered in amounts, at prices, and on terms the Company may designate at the time of the applicable offering of any of the Securities. The Securities may be issued, sold, and delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus forming a part of the Registration Statement (the “Prospectus”), and any supplement thereto. 

The Debt Securities will be issued in one or more series pursuant to an indenture, the form of which has been filed with the Commission as Exhibit 4.2 or 4.3 to the Registration Statement (collectively, the “Debt Indentures”).  The Junior Subordinated Debentures will be issued in one or more series pursuant to an indenture, the form of which is being filed with the Post-Effective Amendment as Exhibit 4.4 (the “Junior Subordinated Indenture”, and together with the Debt Indentures, the “Indentures”). Future amendments and supplements to any of the Indentures or one or more officers’ certificates executed and delivered pursuant thereto specifying the terms of the Securities (each, an “Amendment,” and, collectively, the “Amendments”) will be in a form to be filed as an exhibit to a Current Report on Form 8-K or other report to be filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated by reference in the Registration Statement.

The Depositary Shares will be issued under one or more deposit agreements to be entered into among the Company, the depositary to be named therein, and the holders from time to time of depositary receipts issued thereunder.

The Purchase Contracts will be issued under one or more purchase contracts to be entered into between the Company and the purchase contract agent to be named therein on behalf of holders from time to time of Purchase Contracts.

The Warrants may be issued under one or more warrant agreements (each, a “Warrant Agreement”) to be entered into between the Company and a financial institution identified therein as warrant agent.

The Rights will be issued under one or more rights agreements (each, a “Rights Agreement”) to be entered into between the Company, one or more parties as identified in the applicable Rights Agreement, and the holders from time to time of the Rights.

The Trust Preferred Securities will be issued under an amended and restated trust agreement (the “Trust Agreement”) to be entered into among the Company and the trustees of the Trust.

The Guarantees will be issued under guarantee agreements (each, a “Guarantee Agreement”) to be entered into between the Company and an institution named therein as guarantee trustee.

The Units will be issued under one or more unit agreements (each, a “Unit Agreement”) to be entered into among the Company, one or more institutions as identified in the applicable Unit Agreement, and the holders from time to time of the Units.

Wilmington Trust Corporation
January 12, 2009
Page 3

In connection with the foregoing, I have examined: (i) the Registration Statement; (ii) the Prospectus; (iii) the Indentures; (iv) the Form of Subordinated Debt Security and the Form of Senior Debt Security that are incorporated by reference as Exhibits 4.5 and 4.6, respectively, to the Registration Statement; (v) the Form of Junior Subordinated Debenture that is being filed with the Post-Effective Amendment as Exhibit 4.8; (vi) the Form of Trust Agreement and the Form of Trust Preferred Security that are being filed with the Post-Effective Amendment as Exhibits 4.11 and 4.12, respectively; and (vii) the Form of Guarantee Agreement that is being filed with the Post-Effective Amendment as Exhibit 4.13. I also have examined originals or copies, certified or otherwise identified to my satisfaction, of such corporate records, certificates, and other documents and have made such investigations of law as I have deemed necessary or appropriate as a basis for the opinions expressed below. I also have relied, without investigation, upon certificates and other documents from, and conversations with, public officials. I have conducted no independent investigation of any kind as to any factual matter relevant to the opinions expressed herein, and with respect to those factual matters I have relied exclusively on the documents and certificates I have examined and have assumed the accuracy of the matters stated therein.

In rendering the following opinions, I have assumed, without investigation, the authenticity and completeness of any document or other instrument submitted to me as an original; the conformity to the original and completeness of any document or other instrument submitted to me as a copy; the genuineness of all signatures on those originals or copies; the incumbency, authority, and legal right and authority of the officers and other persons signing the Registration Statement, Prospectus, Indentures, Securities, and Amendments, and other documents executed and delivered in connection therewith; and the legal capacity of natural persons who executed any such document or instrument at the time of the execution thereof.

I further have assumed that (1) the number of shares of Common Stock and Preferred Stock to be issued pursuant to the Registration Statement will be available for issuance under the Company’s Amended and Restated Certificate of Incorporation at the time of that issuance; (2) each of the Indentures is the legal, valid, and binding obligation of each party thereto other than the Company, enforceable against each such party in accordance with their terms; (3) the Registration Statement, and any post-effective amendment thereto, have become effective and will continue to be effective under the Securities Act and comply with all applicable laws at the time of the offer or sale of any Securities; (4) one or more prospectus supplements and, if necessary, a pricing supplement, will have been filed with the Commission describing the particular Securities offered thereby; (5) all such Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Prospectus and the applicable prospectus supplement and, if necessary, the applicable pricing supplement relating thereto; (6) no consent, approval, authorization, or other action by, and no notice to or filing with, any governmental body, agency, or any other third party is required for the issuance by the Company of those Securities or, if any such consent, approval, authorization, action, notice, or filing is required, it has been duly obtained, taken, given, or made and is in full force and effect; (7) a definitive purchase, underwriting, or similar agreement with respect to such Securities has been duly authorized and validly executed and delivered by the Company and the other parties thereto; (8) Securities issuable upon conversion, exchange, or exercise of any Securities being offered will have been duly authorized, established (if appropriate), and reserved for issuance upon that conversion, exchange, or exercise (if appropriate); and (9) that the Indentures, the Guarantee Agreement, the Debt Securities, the Junior Subordinated Debentures, and the Guarantees will be governed by and construed in accordance with the laws of the State of New York.

Wilmington Trust Corporation
January 12, 2009
Page 4

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, I am of the opinion that:

     1. With respect to the issuance and sale of any shares of Common Stock or any series of Preferred Stock (and Depositary Shares, if applicable) the Company offers pursuant to the Registration Statement, including any Common Stock, Preferred Stock, or Depositary Shares issuable upon the conversion, exchange, or exercise of any Security offered that has been duly authorized, created, and, if appropriate, reserved for issuance upon that conversion, exchange, or exercise, when (a) the Company’s Board of Directors or a duly authorized committee thereof has duly adopted final resolutions authorizing the issuance and sale of the Common Stock, Preferred Stock, or Depositary Shares, and (b) the terms of those shares and of their issuance have been duly established so as not to violate any applicable law or result in default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, that Common Stock, Preferred Stock, or Depositary Shares covered by the Registration Statement, will be duly authorized, validly issued, fully paid, and non-assessable pursuant to the provisions of Delaware’s General Corporation Law;

     2. With respect to the issuance and sale of any Debt Securities the Company offers pursuant to the Registration Statement, including any Debt Security issuable upon the conversion, exchange, or exercise of any Security offered that has been duly authorized, created, and, if appropriate, reserved for issuance upon that conversion, exchange, or exercise, when (a) the Debt Indenture and any Amendment thereto has been duly executed and delivered by the Company and, if applicable, the trustee named therein, (b) the Debt Securities have been executed, authenticated, issued, and delivered (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the Debt Indenture relating thereto, (c) the Debt Securities and the Debt Indenture relating thereto, at the time of any offer or sale, have been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power and authority thereby for issuance, execution, and delivery by the Company, and (d) the terms of any Debt Securities do not, and the execution, delivery, and performance by the Company of the Debt Indenture do not, violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, those Debt Securities will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms, and will be entitled to the benefits of the Debt Indenture, except to the extent that enforcement may be limited by or subject to (x) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, liquidation, and other laws relating to or affecting creditors’ rights and remedies (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers, and preferential transfers), (y) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability, and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief, or other equitable remedy, and (z) public policy;

     3. With respect to the issuance and sale of any Purchase Contracts the Company offers pursuant to the Registration Statement, when (a) those Purchase Contracts, at the time of any offer or sale, have been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power and authority thereby for issuance, execution, and delivery by the Company, (b) the terms of those Purchase Contracts and of their issuance

Wilmington Trust Corporation
January 12, 2009
Page 5

and sale have been duly established by an officer of the Company, duly authorized by the Board of Directors to take such action so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (c) those Purchase Contracts have been duly executed, issued, and delivered (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the purchase contracts relating thereto, and (d) any related pledge agreement has been duly authorized, executed, and delivered by the parties thereto, those Purchase Contracts will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms;

     4. With respect to the issuance and sale of any Warrants the Company offers pursuant to the Registration Statement, when (a) those Warrants, at the time of any offer or sale, have been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power and authority thereby for issuance, execution, and delivery by the Company, (b) the Warrant Agreement has been duly executed and delivered, (c) the terms of those Warrants and of their issuance and sale have been duly established by the Company in conformity with the Warrant Agreement so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (d) those Warrants have been duly executed, issued, and delivered (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the Warrant Agreement relating thereto, those Warrants will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms;

     5. With respect to the issuance and sale of any Rights the Company offers pursuant to the Registration Statement, when (a) those Rights, at the time of any offer or sale, have been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power and authority thereby for issuance, execution, and delivery by the Company, (b) the Rights Agreement has been duly executed and delivered, (c) the terms of those Rights and of their issuance and sale have been duly established by an officer of the Company, duly authorized by the Board of Directors to take such action so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (d) those Rights have been duly executed, issued, and delivered (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the Rights Agreement relating thereto, those Rights will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms;

     6. With respect to the issuance and sale of any Junior Subordinated Debentures the Company offers pursuant to the Registration Statement when (a) the Junior Subordinated Indenture and any Amendment thereto have been duly executed and delivered by the Company and, if applicable, the trustee named therein, (b) the Junior Subordinated Debentures have been executed, authenticated, issued, and delivered (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the Junior Subordinated Indenture relating thereto, (c) the Junior Subordinated Debentures and the Junior Subordinated Indenture relating thereto, at the time of any offer or sale, have been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power

Wilmington Trust Corporation
January 12, 2009
Page 6

and authority thereby for issuance, execution, and delivery by the Company, and (d) the terms of any Junior Subordinated Debentures do not, and the execution, delivery, and performance by the Company of the Indenture do not, violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, those Junior Subordinated Debentures will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms, and will be entitled to the benefits of the Junior Subordinated Indenture, except to the extent that enforcement may be limited by or subject to (x) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, liquidation, and other laws relating to or affecting creditors’ rights and remedies (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers, and preferential transfers), (y) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability, and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief, or other equitable remedy, and (z) public policy;

     7. With respect to the issuance and sale of any Guarantees the Company offers pursuant to the Registration Statement, when (a) any Guarantee, at the time of any offer or sale, has been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power and authority thereby for issuance, execution, and delivery by the Company, (b) the Guarantee Agreement has been duly executed and delivered, (c) the terms of that Guarantee and of its issuance and sale have been duly established by an officer of the Company, duly authorized by the Board of Directors to take that action so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (d) that Guarantee has been duly executed and authenticated by the Company and, if applicable, the trustee named therein (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the Guarantee Agreement relating thereto, that Guarantee will constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except to the extent that enforcement may be limited by or subject to (x) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, liquidation, and other laws relating to or affecting creditors’ rights and remedies (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers, and preferential transfers), (y) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability, and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law), including, without limitation, the possible unavailability of specific performance, injunctive relief, or other equitable remedy, and (z) public policy;

     8. With respect to the issuance and sale of any Units the Company offers pursuant to the Registration Statement, when (a) those Units, at the time of any offer or sale, have been specifically authorized by the Company’s Board of Directors, a duly authorized committee thereof, or a duly authorized officer granted the requisite power and authority thereby for issuance, execution, and delivery by the Company, (b) the Unit Agreement has been duly executed and delivered, (c) the terms of those Units and of their issuance and sale have been duly established by an officer of the Company, duly authorized by the Board of Directors to take that action so as not to violate any applicable law or result in a default under, or breach of, any agreement or instrument binding upon the Company and so as to

Wilmington Trust Corporation
January 12, 2009
Page 7

comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (d) those Units have been duly executed and issued (i) against receipt of the consideration approved therefor by the Company’s Board of Directors or a duly authorized committee thereof and (ii) as provided in the Unit Agreement relating thereto, those Units will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms.

I am a member of the Pennsylvania bar. The opinions expressed in this opinion letter are limited to Delaware’s General Corporation Law, the laws of the State of New York, and the federal law of the United States of America. I am not opining on, and I assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other law or the laws of any other jurisdiction. As used herein, “the laws of the State of New York” and “Delaware’s General Corporation Law” include the statutory provisions contained therein, all applicable provisions of the New York and Delaware Constitutions, respectively, and reported judicial decisions interpreting such provisions.

I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment and to the use of my name as it appears under the caption “Legal Matters” or “Validity of Securities” in the Prospectus. In giving that consent, I do not admit that I am an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.

I further consent to the filing of this opinion as an exhibit to applications to the securities commissioners of the various states of the United States, to the extent so required, in connection with the registration of the Securities.

This opinion is intended solely for your benefit in connection with the transaction described above and, except as provided in the immediately preceding paragraphs, may not otherwise be communicated or furnished to, reproduced, filed publicly, or used or relied upon by, any other person or entity for any other purpose without my express prior written consent. This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon currently existing statutes, rules, regulations, and judicial decisions, and I disclaim any obligation to advise you of any change in any of those sources of law or subsequent legal or factual developments that might affect any matter or opinion herein.

Very truly yours,

/s/ Gerard A. Chamberlain

EX-5.2

Exhibit 5.2

January 12, 2009

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890–0001

     Re: Wilmington Trust Capital A

Ladies and Gentlemen:

     We have acted as special Delaware counsel for Wilmington Trust Capital A, a Delaware statutory trust (the “Trust”), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

     For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

     (a) The Certificate of Trust of the Trust, as filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 5, 2008 (the “Certificate”);

     (b) The Trust Agreement of the Trust, dated as of December 5, 2008 (the “Original Trust Agreement”), between Wilmington Trust Corporation, a Delaware corporation (the “Company”), Wells Fargo Delaware Trust Company, a Delaware limited purpose trust company, as Delaware Trustee, and the administrators of the Trust named therein;

     (c) The Registration Statement (the “Registration Statement”) on Form S-3, filed by the Company, the Trust and others with the Securities and Exchange Commission (the “SEC”) on January 12, 2009, including a preliminary prospectus (the “Prospectus”), relating to the Preferred Securities of the Trust representing preferred undivided beneficial interests in the assets of the Trust (each, a “Preferred Security” and collectively, the “Preferred Securities”);

     (d) A form of Amended and Restated Trust Agreement of the Trust (the “Trust Agreement”), to be entered into among the Company, as Sponsor, and the trustees and administrators of the Trust named therein (including the Exhibits thereto) (together with the Original Trust Agreement, the “Trust Agreement”), to be filed as an exhibit to the Registration Statement; and

Wilmington Trust Corporation
January 12, 2009
Page 2

     (e) A Certificate of Good Standing for the Trust, dated December [_], 2008, obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used as defined in the Trust Agreement.

     For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (e) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (e) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

     With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Trust Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the creation, operation and termination of the Trust, and that the Trust Agreement and the Certificate will be in full force and effect and will not be amended, (ii) except to the extent provided in paragraph 1 below, the due creation or due organization or due formation, as the case may be, and valid existence in good standing of each party to the documents examined by us under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of each natural person who is a signatory to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vi) the receipt by each Person to whom a Preferred Security is to be issued by the Trust (collectively, the “Preferred Security Holders”) of a Preferred Securities Certificate evidencing ownership of such Preferred Security and the payment for such Preferred Security to be acquired by it, in accordance with the Trust Agreement and the Registration Statement, and (vii) that the Preferred Securities will be authenticated, issued and sold to the Preferred Security Holders in accordance with the Trust Agreement and the Registration Statement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Wilmington Trust Corporation
January 12, 2009
Page 3

     Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act.

     2. The Preferred Securities of the Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable preferred undivided beneficial interests in the assets of the Trust.

     3. The Preferred Security Holders, as beneficial owners of the Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preferred Security Holders may be obligated to make payments as set forth in the Trust Agreement.

     We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading “Legal Matters” in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Except as stated above, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for any purpose

	Very truly yours,
DKD/JWP/jh	/s/ Richards, Layton & Finger, P.A.

EX-5.3

Exhibit 5.3

Gerard A. Chamberlain
2431 Brown Street
Philadelphia, PA 19130

January 12, 2009

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, DE 19890

Re: Wilmington Trust Corporation
Issuance of Series A Preferred Stock, Warrant, and Common Stock

Ladies and Gentlemen:

I have served as counsel to Wilmington Trust Corporation, a Delaware corporation (the “Company”), in connection with the Post-Effective Amendment No. 2, dated January 12, 2009, which amends the Post-Effective Amendment No. 1, dated September 22, 2008 (collectively, the “Post-Effective Amendments”), which amended the automatic shelf registration statement on Form S-3 (File No. 333-147694) (as amended by the Post-Effective Amendments, the “Registration Statement”) filed on November 29, 2007 with the Securities and Exchange Commission (the “Commission”) relating to the offering and resale from time to time by selling security holders on a continuous basis as set forth in the prospectus of the Company dated January 12, 2009 (the “Prospectus”), and as may be set forth from time to time in one or more supplements to the Prospectus, of up to 330,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share (the “Series A Preferred Stock”), a warrant (the “Warrant”) to purchase up to 1,856,714 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), and the 1,856,714 shares of the Common Stock issuable upon exercise of the Warrant. The Series A Preferred Stock and the Warrant were originally issued by the Company pursuant to a Letter Agreement and a Securities Purchase Agreement as described in the Prospectus constituting a part of the Registration Statement.

In connection with the foregoing, I have examined originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, and instruments as I have deemed necessary or advisable for the purposes of this opinion. In my examination of the foregoing documents, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including telecopies and other electronic transmissions). This opinion letter is given, and all statements herein are made, in the context of the foregoing.

For the purposes of this opinion letter, I have assumed that, at or prior to the time of the issuance and sale of any shares of the Common Stock being registered pursuant to the Registration Statement : (1) no stop order will have been issued in respect of the Registration Statement; (2) there shall not have occurred, since the date of this opinion, any change in law affecting the validity of the Common Stock; (3) the number of shares of Common Stock to be issued upon exercise of the Warrant will be available for issuance under the Company’s Amended and Restated Certificate of Incorporation at the time of such issuance; and (4) the Company shall not have effected any material change to its Amended and Restated Certificate of Incorporation or By laws.

I also have assumed that the Common Stock to be issued upon exercise of the Warrant will be issued and delivered against receipt of the consideration set forth in the Warrant.

Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, I am of the opinion that (1) the Series A Preferred Stock and the Warrant have been duly authorized and validly issued and are fully paid and non-assessable pursuant to Delaware’s General Corporation Law and (2) the Common Stock, when issued, delivered, and paid for in accordance with the terms of the Warrant, will have been duly authorized, validly issued, fully paid, and non-assessable pursuant to the provisions of Delaware’s General Corporation Law.

Wilmington Trust Corporation
January 12, 2009
Page 2

This opinion letter is based as to matters of law solely on Delaware’s General Corporation Law. I express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, “Delaware’s General Corporation Law” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution, and reported judicial decisions interpreting such provisions.

I hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment No. 2, dated January 12, 2009, and to being named under the caption “Experts” in the prospectus included in the Registration Statement and under the caption “Validity of Securities” in the prospectus supplement with respect to the matters stated herein. In giving that consent, I do not admit that I am an “expert” within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

This opinion is intended solely for your benefit in connection with the transaction described above and, except as provided in the immediately preceding paragraph, may not be otherwise communicated or furnished to, reproduced, filed publicly, or used or relied upon by, any other person or entity for any other purpose without my express prior written consent. This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon currently existing statutes, rules, regulations, and judicial decisions, and I disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments that might affect any matter or opinion set forth herein.

Very truly yours,

/s/ Gerard A. Chamberlain

2

EX-12.1

EXHIBIT 12.1

WILMINGTON TRUST CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Nine Months
	Ended
	September 30		Year Ended December 31
	2008		2007		2006		2005		2004		2003
Income before income taxes		58.0	$	261.0	$	196.1	$	242.9	$	203.2	$	200.4
Fixed charges:
Interest expense	$	201.2	$	353.3	$	311.7	$	187.7	$	92.1	$	91.7
Capitalized interest	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0	$	0.0
Amortized premiums, discounts and capitalized expense related to indebtedness	$	0.2	$	0.2	$	0.2	$	0.2	$	0.2	$	0.2
Estimated interest component of net rental payments (3)	$	4.3	$	5.1	$	4.6	$	3.9	$	3.5	$	3.2
Total fixed charges	$	205.7	$	358.6	$	316.5	$	191.8	$	95.8	$	95.1
Less: Interest on deposits	$	143.4	$	257.0	$	231.3	$	131.4	$	60.2	$	63.7
Total fixed charges excluding interest on deposits	$	62.3	$	101.6	$	85.2	$	60.4	$	35.6	$	31.4
Distributed income of equity investees	$	14.0	$	20.7	$	22.2	$	18.3	$	11.0	$	4.7
Income before taxes and fixed charges	$	277.7	$	640.3	$	534.8	$	453.0	$	310.0	$	300.2
Income before taxes and fixed charges (excluding interest on deposits)	$	134.3	$	383.3	$	303.5	$	321.5	$	249.8	$	236.5
Ratio of Earnings to Fixed Charges
Excluding interest on deposits (1)		2.2		3.8		3.6		5.3		7.0		7.5
Including interest on deposits (2)		1.4		1.8		1.7		2.4		3.2		3.2

(1)	Income before income taxes + total fixed charges excluding interest on deposits + distributed income from equity investees all divided by total fixed charges excluding interest on deposits.
(2)	Income before income taxes + total fixed charges + distributed income from equity investees all divided by total fixed charges.
(3)	One-third of rental expense related to operating leases was attributed to interest expense.

EX-23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Wilmington Trust Corporation:

We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the Post-Effective Amendment No. 2 to the Registration Statement on Form S-3ASR (File No. 333-147694) of Wilmington Trust Corporation (the Company). Our report on the consolidated financial statements refers to the Company’s adoption of Statement of Financial Accounting Standards No. 123 (revised), “Share- Based Payment,” effective January 1, 2006, and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” effective December 31, 2006.

/s/ KPMG LLP

Philadelphia, Pennsylvania
January 12, 2009

EX-25.2

Exhibit 25.2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

Wilmington Trust Corporation
(Exact name of obligor as specified in its charter)

Delaware	51-0328154
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
Rodney Square North
1100 North Market Street
Wilmington, Delaware	19890
(Address of principal executive offices)	(Zip code)

Senior Debt Securities
(Title of the indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

Federal Reserve Bank of San Francisco
San Francisco, California 94120

(b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

          None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.*
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3.	See Exhibit 2
Exhibit 4.	Copy of By-laws of the trustee as now in effect.***
Exhibit 5.	Not applicable.
Exhibit 6.	The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.
**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.
***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 13^th day of November 2008.

WELLS FARGO BANK, NATIONAL ASSOCIATION  

/s/ Martin G. Reed  

Martin G. Reed 

Vice President 

EXHIBIT 6

November 13, 2008

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION  

/s/ Martin G. Reed  

Martin G. Reed 

Vice President 

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2008, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts
	In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	13,596
Interest-bearing balances		1,300
Securities:
Held-to-maturity securities		0
Available-for-sale securities		79,851
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		16,407
Securities purchased under agreements to resell		1,588
Loans and lease financing receivables:
Loans and leases held for sale		15,750
Loans and leases, net of unearned income		312,876
LESS: Allowance for loan and lease losses		5,239
Loans and leases, net of unearned income and allowance		307,637
Trading Assets		7,940
Premises and fixed assets (including capitalized leases)		4,226
Other real estate owned		898
Investments in unconsolidated subsidiaries and associated companies		438
Intangible assets
Goodwill		10,674
Other intangible assets		20,560
Other assets		22,462
Total assets	$	503,327
LIABILITIES
Deposits:
In domestic offices	$	276,306
Noninterest-bearing		68,344
Interest-bearing		207,962
In foreign offices, Edge and Agreement subsidiaries, and IBFs		66,966
Noninterest-bearing		7
Interest-bearing		66,959
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		8,834
Securities sold under agreements to repurchase		5,392

	Dollar Amounts
	In Millions
Trading liabilities		6,205
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		64,435
Subordinated notes and debentures		11,005
Other liabilities		20,086
Total liabilities	$	459,229
Minority interest in consolidated subsidiaries		156
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		27,686
Retained earnings		16,159
Accumulated other comprehensive income		(423	)
Other equity capital components		0
Total equity capital		43,942
Total liabilities, minority interest, and equity capital	$	503,327

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins
EVP & CFO     

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt
John Stumpf	Directors
Carrie Tolstedt

EX-25.3

Exhibit 25.3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable (State of incorporation if not a U.S. national bank)	94-1347393 (I.R.S. employer identification no.)
919 North Market St., Suite 1600
Wilmington, DE	19801
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

Wilmington Trust Corporation
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	51-0328154 (I.R.S. employer identification no.)
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware	19890
(Address of principal executive offices)	(Zip code)

Junior Subordinated Debt Securities
(Title of the Indenture securities)

Item 1. General Information. Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230

Federal Deposit Insurance Corporation
Washington, D.C. 20429

Federal Reserve Bank of San Francisco
San Francisco, CA 94120

     (b) Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

     None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

Exhibit 1. A copy of the Articles of Association of the trustee now in effect.

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 29, 2008.

Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated October 1, 2008.

Exhibit 4. A copy of By-laws of the trustee as now in effect.

Exhibit 5. Not applicable.

Exhibit 6. The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the day of 25^th of November, 2008.

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Amy L. Martin
Name:	Amy L. Martin
Title:	Vice President

Exhibit 1.

ARTICLES OF ASSOCIATION
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION

(Effective as of February 20, 2004)

ARTICLE I — NAME

     The title of this Association shall be Wells Fargo Bank, National Association. The Association may also use the abbreviation Wells Fargo Bank, N.A.

ARTICLE II — OFFICES

     1. Main Office. The main office of this Association shall be in the City of Sioux Falls, County of Minnehaha, State of South Dakota. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Sioux Falls, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

     2. Branch Offices. The Board of Directors shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

     3. Conduct of Business. The general business of the Association shall be conducted at its main office and its branches.

ARTICLE III — BOARD OF DIRECTORS

     1. Number. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof.

     2. Qualification. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956.

     3. Vacancy. The Board of Directors, by the vote of a majority of the full Board, may, between annual meetings of shareholders, fill vacancies created by the death, incapacity or resignation of any director and by the vote of a majority of the full Board may also, between annual meetings of shareholders, increase the membership of the Board by not more than four members and by like vote appoint qualified persons to fill the vacancies created thereby; provided, however, that at no time shall there be more than twenty-five directors of this Association; and provided further, however, that not more than two members may be added to the Board of Directors in the event that the total number of directors last elected by shareholders was fifteen or less.

     4. Appointment of Officers. The Board of Directors shall appoint one of its members President of this Association, who shall act as Chairman of the Board, unless the Board appoints another director to act as Chairman. In the event the Board of Directors shall appoint a President and a Chairman, the Board shall designate which person shall act as the chief executive officer of this Association. The Board of Directors shall have the power to appoint one or more Vice Presidents and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association.

     5. Powers. The Board of Directors shall have the power to define the duties of the officers and employees of this Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which the increase of the capital of this Association shall be made; to manage and administer the business and affairs of this Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform.

ARTICLE IV — MEETINGS OF SHAREHOLDERS

     1. Annual Meeting. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

     2. Special Meetings. The Board of Directors, the Chairman, the President, or any one or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time.

     3. Notice of Meetings. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his or her address as shown upon the books of this Association.

     4 Written Consents. Any action required or permitted to be taken at an annual or special meeting of the shareholders of the Association may be taken without prior written notice and without any meeting if such action is taken by written action, containing a waiver of notice, signed by all of the shareholders entitled to vote on that action.

ARTICLE V — CAPITAL

     1. Capitalization. The amount of authorized capital stock of this Association shall be $1,122,000,000, divided into 112,200,000 shares of common stock of the par value of Ten Dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.

     2. Voting Rights. Each holder of common stock of the Association shall be entitled to vote on all matters, one vote for each share of common stock held by such holder. No holder of shares of the capital stock of any class of this Association shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix.

     3. Debt Obligations. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or nor subordinated, without the approval of the shareholders.

ARTICLE VI — PERPETUAL EXISTENCE

     The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.

ARTICLE VII — INDEMNIFICATION

     To the extent permitted by 12 CFR 7.2014 and consistent with the requirements of 12 USC 1828(k) and the implementing regulations thereunder:

     (a) Elimination of Certain Liability of Directors. A director of the Association shall not be personally liable to the Association or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Association or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

     (b)(1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA

excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Association. The right to indemnification conferred in this paragraph (b) shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director of officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director of officer is not entitled to be indemnified under this paragraph (b) or otherwise. The Association may, by action of its Board of Directors, provide indemnification to employees and agents of the Association with the same scope and effect as the foregoing indemnification of directors and officers.

     (2) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this paragraph (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

     (3) Insurance. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

ARTICLE VIII — AMENDMENT

     These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of holders of such greater amount.

Exhibit 2.

Comptroller of the Currency
Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John C. Dugan, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this January 29, 2008.

Comptroller of the Currency

Exhibit 3.

Comptroller of the Currency
Administrator of National Banks

Washington, D.C.20219

Certificate of Corporate Existence and Fiduciary Powers

I, John C. Dugan, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession , custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this October 1, 2008.

Comptroller of the Currency

Exhibit 4.

BY-LAWS
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION
(As amended May 24, 2005)

ARTICLE I

Meetings of Shareholders

     Section 1.1 Annual Meeting. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at the main office of the Association in Sioux Falls, South Dakota, or such other place as the Board of Directors may designate, at 2:00 p.m., on the second Thursday of January in each year. If for any cause the annual meeting of shareholders for the election of directors is not held on the date fixed in this by-law, such meeting may be held at some other time designated by the Board of Directors, notice thereof having been given in accordance with the requirements of 12 U.S.C. §75, and the meeting conducted according to the provisions of these by-laws.

     Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of shareholders may be called for any purpose at any time by the Board of Directors, the Chairman of the Board, if any, the President, or any one or more shareholders owning in the aggregate not less than twenty-five percent of the then outstanding shares, as provided in Article IV of the Articles of Association.

     Section 1.3 Notice of Meetings. A notice of each annual or special shareholders’ meeting, setting forth the time, place, and purpose of the meeting, shall be given, by first-class mail, postage prepaid, to each shareholder of record at least ten days prior to the date on which such meeting is to be held; but any failure to mail such notice of any annual meeting, or any irregularity therein, shall not affect the validity of such annual meeting or of any of the proceedings thereat. Notwithstanding anything in these by-laws to the contrary, a valid shareholders’ meeting may be held without notice whenever notice thereof shall be waived in writing by all shareholders, or whenever all shareholders shall be present or represented at the meeting.

     Section 1.4 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, and may transact any business except such as may, under the provisions of law, the Articles of Association, or these by-laws, require the vote of holders of a greater number of shares. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At any such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 1.5 Proxies and Voting Rights. At each meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, which proxy shall be valid for that meeting or any adjournments thereof, shall be dated, and shall be filed with the records of the meeting. No officer or employee of this Association may act as proxy. Each shareholder shall have one vote for each share of stock having voting power which is registered in his name on the books of the Association. Voting for the election of directors and voting upon any other matter which may be brought before any shareholders’ meeting may, but need not, be by ballot, unless voting by ballot be requested by a shareholder present at the meeting.

     Section 1.6 Proceedings and Record. The Chairman of the Board, if any, shall preside at all meetings of the shareholders or, in case of his absence or inability to act, the President or, in case of the absence or inability to act of both of them, any Vice President may preside at any such meeting. The presiding officer shall appoint a person to act as secretary of each shareholders’ meeting; provided, however, that the shareholders may appoint some other person to preside at their meetings or to act as secretary thereof. A record of all business transacted shall be made of each shareholders’ meeting showing, among other things, the names of the shareholders present and the number of shares of stock held by each, the names of the shareholders represented by proxy and the number of shares held by each, the names of the proxies, the number

of shares voted on each motion or resolution and the number of shares voted for each candidate for director. This record shall be entered in the minute book of the Association and shall be subscribed by the secretary of the meeting.

     Section 1.7 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Association may be taken without a meeting by written action signed by all of the shareholders entitled to vote on that action.

ARTICLE II

Directors

     Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the “Board”) shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

     Section 2.2 Number and Qualifications. The Board shall consist of not less than five nor more than twenty-five persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board may not increase the number of directors to a number which (i) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (ii) exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five.

     Each director shall, during the full term of his directorship, be a citizen of the United States. Each director, during the full term of his directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956, as amended.

     Section 2.3 Organization Meeting. A meeting of the newly elected Board shall be held, without notice, immediately following the adjournment of the annual meeting of the shareholders, or at such other time and at such place to which said meeting may be adjourned. No business shall be transacted at any such meeting until a majority of the directors elected shall have taken an oath of office as prescribed by law, and no director elected shall participate in the business transacted at any such meeting of the Board until he shall have taken said oath. If at any such meeting there is not a quorum of the directors present who shall have taken the oath of office, the members present may adjourn the meeting from time to time until a quorum is secured. At such meeting of the newly elected Board, if a quorum is present, the directors may elect officers for the ensuing year and transact any and all business which may be brought before them.

     Section 2.4 Regular Meetings. The regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day.

     Section 2.5 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President or the Secretary, and shall be called at the request of one-third or more of the directors.

     Section 2.6 Notice of Meetings. Each member of the Board shall be given not less than one day’s notice by telephone, facsimile, letter, electronic mail or in person, stating the time and place of any regular or special meeting; such notice may, but need not, state the purpose of said meeting. Notwithstanding anything in these by-laws to the contrary, a valid directors’ meeting may be held without notice whenever notice thereof shall be waived in writing by all of the directors, or whenever all of the directors are present at the meeting.

     Section 2.7 Quorum and Voting. A majority of the directors shall constitute a quorum at all directors’ meetings. Except where the vote of a greater number of directors is required by the Articles of Association, these by-laws or under provisions of law, the vote of a majority of the directors at a meeting at which a quorum is present shall be sufficient to transact business.

     Section 2.8 Proceedings and Record. The Chairman of the Board, if such officer shall have been designated by the Board, shall preside at all meetings thereof, and in his absence or inability to act (or if there shall be no Chairman of the Board) the President, and in his absence or inability to act any other director appointed chairman of the meeting pro tempore,

shall preside at meetings of the directors. The Secretary, or any other person appointed by the Board, shall act as secretary of the Board and shall keep accurate minutes of all meetings.

     Section 2.9 Electronic Communications. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting. A director may participate in a regular or special Board meeting by any means of communication through which the director, other directors so participating and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by any means referred to in this Section 2.9 constitutes presence in person at the meeting.

     Section 2.10 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of the Association may be taken without a meeting by written action signed by all of the directors.

     Section 2.11 Vacancies. Any vacancy in the Board may be filled by appointment at any regular or special meeting of the Board by the remaining directors in accordance with the laws of the United States or by action of the shareholders in accordance with Article I of these by-laws. Any director so appointed shall hold his place until the next election.

ARTICLE III

Committees of the Board

     Section 3.1 Executive Committee. The Board may appoint annually or more often an Executive Committee consisting of two or more directors. In the event an Executive Committee is appointed, the Executive Committee shall have the power to approve, review, and delegate authority to make loans and otherwise extend credit and to purchase and sell bills, notes, bonds, debentures and other legal investments and to establish and review general loan and investment policies. In addition, when the Board is not in session, the Executive Committee shall have the power to exercise all powers of the Board, except those that cannot legally be delegated by the Board. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board at which a quorum is present.

     Section 3.2 Trust Committees. The Board shall appoint a Trust Audit Committee which shall, at least once during each calendar year, make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only to the Board and at such time shall ascertain and report to the Board whether said Department has been administered in accordance with applicable laws and regulations and sound fiduciary principles. Every report to the Board under this section, together with the action taken thereon, shall be noted in the minutes of the Board. The Board shall from time to time appoint such other committees of such membership and with such powers and duties as it is required to appoint under the provisions of Regulation 9 issued by the Comptroller of the Currency relating to the trust powers of national banks, or any amendments thereto, and may appoint such other committees of such membership and with such powers and duties as the Board may provide and as are permitted by said Regulation 9, or any amendments thereto.

        Section 3.3 Other Committees. The Board, by a majority vote of the whole Board, may create from its own members or (to the extent permitted by applicable law) a combination of its own members and/or officers or employees of the Association or such other persons as the Board may designate or solely from persons who are not members of the Board such other committees as the Board may from time to time deem necessary or appropriate, and the Board may designate the name and term of existence of any such committee and prescribe the duties thereof.

     Section 3.4 Proceedings and Record. Each committee appointed by the Board may hold regular meetings at such time or times as may be fixed by the Board or by the committee itself. Special meetings of any committee may be called by the chairman or vice chairman or any two members thereof. The Board may, at the time of the appointment of any committee, designate alternate or advisory members, designate its chairman, vice chairman, and secretary, or any one or more thereof, and the committee itself may appoint such of said officers as have not been so designated by the Board if they deem such appointment necessary or advisable. The secretary may but need not be a member of the committee. The Board may at any time prescribe or change the number of members whose presence is required to constitute a quorum at any or all meetings of a committee. The quorum so prescribed need not be a majority of the members of the committee. If no quorum is prescribed by the Board, the presence of a majority of the members of the committee shall be required to constitute a quorum. Each committee shall keep such records of its meetings and proceedings as may be required by law or applicable regulations and may keep such additional records of its meetings and proceedings as it deems necessary or advisable, and each committee may make such rules of procedure for the conduct of its own meetings and the method of discharge of its duties as it deems advisable. Each committee appointed by the Board may appoint subcommittees composed of its own

members or other persons and may rely on information furnished to it by such subcommittees or by statistical or other fact-finding departments or employees of this Association, provided that final action shall be taken in each case by the committee. Any action required or permitted to be taken at a meeting of any such committee or subcommittee may be taken without a meeting by written action signed by all of the members of such committee or subcommittee.

ARTICLE IV

Officers and Employees

     Section 4.1 Appointment of Officers. The Board shall appoint a President, one or more Vice Presidents and a Secretary and may appoint a Chairman of the Board and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of the Association. Only directors shall be eligible for appointment as President or Chairman of the Board. If a director other than the President is appointed Chairman of the Board, the Board shall designate either of these two officers as the chief executive officer of this Association. Any officer designated by the Director of Human Resources as the head of a business or staff group may appoint officers at the rank of Senior Vice President, Managing Director or below, and any such designated officer may delegate this authority to another officer.

     Section 4.2 Tenure of Office. Officers shall hold their respective offices for the current year for which they are appointed unless they resign, become disqualified or are removed. Any officer appointed by the Board may be removed at any time by the affirmative vote of a majority of the full Board or in accordance with authority granted by the Board. Any officer appointed by another officer may be removed at any time by the filing of a written notice by the appointing officer with the Secretary. During the year between its organization meetings, the Board may appoint additional officers and shall promptly fill any vacancy occurring in any office required to be filled.

     Section 4.3 Chief Executive Officer. The chief executive officer shall supervise the carrying out of policies adopted or approved by the Board, shall have general executive powers as well as the specific powers conferred by these by-laws, and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board.

     Section 4.4 Secretary. The Secretary shall attend to the giving of all notices required by these by-laws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Secretary, or imposed by these by-laws; and shall also perform such other duties as may be assigned from time to time by the Board.

     Section 4.5 General Authority and Duties. Officers shall have the general powers and duties customarily vested in the office of such officers of a corporation and shall also exercise such powers and perform such duties as may be prescribed by the Articles of Association, by these by-laws, or by the laws or regulations governing the conduct of the business of national banking associations, and shall exercise such other powers and perform such other duties not inconsistent with the Articles of Association, these by-laws or laws or regulations as may be conferred upon or assigned to them by the Board or the chief executive officer.

     Section 4.6 Employees and Agents. Subject to the authority of the Board, the chief executive officer, or any other officer of the Association authorized by him or by the Board, may appoint or dismiss all or any employees and agents and prescribe their duties and the conditions of their employment, and from time to time fix their compensation.

     Section 4.7 Bonds of Officers and Employees. The officers and employees of this Association shall give bond with security to be approved by the Board in such penal sum as the Board shall require, as a condition for the faithful and honest discharge of their respective duties and for the faithful application and accounting of all monies, funds and other property which may come into their possession or may be entrusted to their care or placed in their hands. In the discretion of the Board in lieu of having individual bonds for each officer and employee, there may be substituted for the bonds provided for herein a blanket bond covering all officers and employees providing coverage in such amounts and containing such conditions and stipulations as shall be approved by the chief executive officer of this Association or his delegate but subject to the supervision and control of the Board.

ARTICLE V

Stock and Stock Certificates

     Section 5.1 Transfers. Shares of stock shall be transferable only on the books of the Association upon surrender of the certificate for cancellation, and a transfer book shall be kept in which all transfers of stock shall be recorded.

     Section 5.2 Stock Certificates. Certificates of stock shall be signed by the Chairman of the Board, if any, the President or a Vice President and the Secretary or any other officer appointed by the Board for that purpose, and shall be sealed with the corporate seal. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed, and shall meet the requirements of 12 U.S.C. §52, as amended.

     Section 5.3 Dividends. Transfers of stock shall not be suspended preparatory to the declaration of dividends and, unless an agreement to the contrary shall be expressed in the assignments, dividends shall be paid to the shareholders in whose name the stock shall stand at the time of the declaration of the dividends or on such record date as may be fixed by the Board.

     Section 5.4 Lost Certificates. In the event of loss or destruction of a certificate of stock, a new certificate may be issued in its place upon proof of such loss or destruction and upon receipt of an acceptable bond or agreement of indemnity as may be required by the Board.

ARTICLE VI

Corporate Seal

     Section 6.1 Form. The corporate seal of the Association shall have inscribed thereon the name of the Association.

     Section 6.2 Authority to Impress. The Chairman of the Board, if any, the President, the Secretary, any Assistant Secretary or other officer designated by the Board shall have authority to impress or affix the corporate seal to any document requiring such seal, and to attest the same.

ARTICLE VII

Miscellaneous Provisions

     Section 7.1 Banking Hours. The days and hours during which this Association shall be open for business shall be fixed from time to time by the Board, the Chairman of the Board, if any, or the President, consistent with national and state laws governing banking and business transactions.

     Section 7.2 Execution of Written Instruments. The execution, acknowledgement, verification, delivery or acceptance on behalf of this Association of agreements, instruments, and other documents relating to or affecting the property or business and affairs of this Association, or of this Association when acting in any representative or fiduciary capacity, shall be binding upon this Association if signed on its behalf by (i) any two of the following officers: the Chairman of the Board, if any, the President, any Vice Chairman, any Executive Vice President or any Senior Managing Director or (ii) any one of the foregoing officers signing jointly with any Managing Director or any Senior Vice President. Whenever any other officer or person shall be authorized to execute any agreement, instrument or other document by resolution of the Board of Directors, or by the chief executive officer, or by any officer or committee designated by the chief executive officer, or by any two of the officers identified in the immediately preceding sentence, such execution by such other officer or person shall be equally binding upon this Association.

     Section 7.3 Records. The Articles of Association, these by-laws, and any amendments thereto, and the proceedings of all regular and special meetings of the directors and of the shareholders shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the person appointed to act as secretary of the meeting.

     Section 7.4 Fiscal Year. The fiscal year of the Association shall be the calendar year.

     Section 7.5 Corporate Governance Procedures. In accordance with 12 C.F.R. Section 7.2000, to the extent not inconsistent with applicable federal banking statutes or regulations or bank safety and soundness, this Association designates and elects to follow the corporate governance procedures of the Delaware General Corporation Law, as amended from time to time.

     Section 7.6 Indemnification. The Association may make or agree to make indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. Section 1813(u), for an administrative proceeding or civil action initiated by any federal banking agency, that are reasonable and consistent with the requirements of 12 U.S.C. Section 1828(k) and its implementing regulations.

     The Association may indemnify an institution-affiliated party for damages and expenses, including the advancement of expenses and legal fees, in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, in accordance with the provisions set forth in the Association’s Articles of Association, which provisions are in accordance with the Delaware General Corporation Law, provided such payments are consistent with safe and sound banking practices.

     Section 7.7. Ownership Interests in Other Entities. With respect to any corporation, limited liability company, partnership or any other legal entity in which the Bank has or may acquire an ownership interest, the Chairman of the Board, if any, the President, the Chief Financial Officer or the Treasurer, acting alone, or any other officer or officers appointed from time to time by the Board of Directors or the Executive Committee thereof, may (a) personally authorize, sign and deliver on behalf of the Bank or authorize another person to sign and deliver on behalf of the Bank (i) any proxy, written consent, ballot or other similar instrument solicited by the entity from its owners, (ii) any stock power, assignment, bill of sale or other instrument transferring all or any part of the Bank’s ownership of the entity or any agreement, instrument or other document relating thereto, (iii) any purchase of stock or other ownership interest in or contribution to the capital of such entity or any agreement, instrument or other document authorizing or evidencing the same and (iv) any agreement, consent, waiver or other document or instrument sought by the entity or an owner from the owners of the entity and (b) without limiting the generality of the foregoing, personally take, or authorize another person to take, any other action on behalf of the Bank as an owner of such entity.

ARTICLE VIII

By-Laws

     Section 8.1 Inspection. A copy of these by-laws, with all amendments thereto, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during banking hours.

     Section 8.2 Amendments. These by-laws may be changed or amended at any regular or special meeting of the Board by a vote of a majority of the full Board or at any regular or special meeting of shareholders by the vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat.

Exhibit 5.

Not Applicable

Exhibit 6.

November 25, 2008

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Amy L. Martin
Name:	Amy L. Martin
Title:	Vice President

Exhibit 7.

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2008, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts
	In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	13,596
Interest-bearing balances		1,300
Securities:
Held-to-maturity securities		0
Available-for-sale securities		79,851
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		16,407
Securities purchased under agreements to resell		1,588
Loans and lease financing receivables:
Loans and leases held for sale		15,750
Loans and leases, net of unearned income		312,876
LESS: Allowance for loan and lease losses		5,239
Loans and leases, net of unearned income and allowance		307,637
Trading Assets		7,940
Premises and fixed assets (including capitalized leases)		4,226
Other real estate owned		898
Investments in unconsolidated subsidiaries and associated companies		438
Intangible assets
Goodwill		10,674
Other intangible assets		20,560
Other assets		22,462
Total assets	$	503,327
LIABILITIES
Deposits:
In domestic offices	$	276,306
Noninterest-bearing		68,344
Interest-bearing		207,962
In foreign offices, Edge and Agreement subsidiaries, and IBFs		66,966
Noninterest-bearing		7
Interest-bearing		66,959
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		8,834
Securities sold under agreements to repurchase		5,392

	Dollar Amounts
	In Millions
Trading liabilities		6,205
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		64,435
Subordinated notes and debentures		11,005
Other liabilities		20,086
Total liabilities	$	459,229
Minority interest in consolidated subsidiaries		156
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		27,686
Retained earnings		16,159
Accumulated other comprehensive income		(423	)
Other equity capital components		0
Total equity capital		43,942
Total liabilities, minority interest, and equity capital	$	503,327

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt
John Stumpf	Directors
Carrie Tolstedt

EX-25.4

Exhibit 25.4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [ ]

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable	94-1347393
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
919 North Market St., Suite 1600
Wilmington, DE	19801
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

Wilmington Trust Corporation
(Exact name of obligor as specified in its charter)

Delaware	51-0328154
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware	19890
(Address of principal executive offices)	(Zip code)

Guarantee of Preferred Securities of Wilmington Trust Capital A
(Title of the Amended and Restated Declaration of Trust securities)

Item 1. General Information. Furnish the following information as to the trustee:

     (a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230

Federal Deposit Insurance Corporation
Washington, D.C. 20429

Federal Reserve Bank of San Francisco
San Francisco, CA 94120

     (b) Whether it is authorized to exercise corporate trust powers.

          The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

     None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

Exhibit 1. A copy of the Articles of Association of the trustee now in effect.

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 29, 2008.

Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated October 1, 2008.

Exhibit 4. A copy of By-laws of the trustee as now in effect.

Exhibit 5. Not applicable.

Exhibit 6. The consents of United States institutional trustees required by Section 321(b) of the Act.

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the day of 25^th of November, 2008.

WELLS FARGO BANK, NATIONAL ASSOCIATION
By: Name:	/s/ Amy L. Martin Amy L. Martin
Title:	Vice President

Exhibit 1.

Exhibit 1.

ARTICLES OF ASSOCIATION
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION

(Effective as of February 20, 2004)

ARTICLE I — NAME

          The title of this Association shall be Wells Fargo Bank, National Association. The Association may also use the abbreviation Wells Fargo Bank, N.A.

ARTICLE II — OFFICES

          1. Main Office. The main office of this Association shall be in the City of Sioux Falls, County of Minnehaha, State of South Dakota. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Sioux Falls, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

          2. Branch Offices. The Board of Directors shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

          3. Conduct of Business. The general business of the Association shall be conducted at its main office and its branches.

ARTICLE III — BOARD OF DIRECTORS

          1. Number. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof.

          2. Qualification. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956.

          3. Vacancy. The Board of Directors, by the vote of a majority of the full Board, may, between annual meetings of shareholders, fill vacancies created by the death, incapacity or resignation of any director and by the vote of a majority of the full Board may also, between annual meetings of shareholders, increase the membership of the Board by not more than four members and by like vote appoint qualified persons to fill the vacancies created thereby; provided, however, that at no time shall there be more than twenty-five directors of this Association; and provided further, however, that not more than two members may be added to the Board of Directors in the event that the total number of directors last elected by shareholders was fifteen or less.

          4. Appointment of Officers. The Board of Directors shall appoint one of its members President of this Association, who shall act as Chairman of the Board, unless the Board appoints another director to act as Chairman. In the event the Board of Directors shall appoint a President and a Chairman, the Board shall designate which person shall act as the chief executive officer of this Association. The Board of Directors shall have the power to appoint one or more Vice Presidents and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association.

          5. Powers. The Board of Directors shall have the power to define the duties of the officers and employees of this Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which the increase of the capital of this Association shall be made; to manage and administer the business and affairs of this Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform.

ARTICLE IV — MEETINGS OF SHAREHOLDERS

          1. Annual Meeting. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

          2. Special Meetings. The Board of Directors, the Chairman, the President, or any one or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time.

          3. Notice of Meetings. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his or her address as shown upon the books of this Association.

          4 Written Consents. Any action required or permitted to be taken at an annual or special meeting of the shareholders of the Association may be taken without prior written notice and without any meeting if such action is taken by written action, containing a waiver of notice, signed by all of the shareholders entitled to vote on that action.

ARTICLE V — CAPITAL

          1. Capitalization. The amount of authorized capital stock of this Association shall be $1,122,000,000, divided into 112,200,000 shares of common stock of the par value of Ten Dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.

          2. Voting Rights. Each holder of common stock of the Association shall be entitled to vote on all matters, one vote for each share of common stock held by such holder. No holder of shares of the capital stock of any class of this Association shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix.

          3. Debt Obligations. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or nor subordinated, without the approval of the shareholders.

ARTICLE VI — PERPETUAL EXISTENCE

          The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.

ARTICLE VII — INDEMNIFICATION

          To the extent permitted by 12 CFR 7.2014 and consistent with the requirements of 12 USC 1828(k) and the implementing regulations thereunder:

          (a) Elimination of Certain Liability of Directors. A director of the Association shall not be personally liable to the Association or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Association or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

          (b)(1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to

provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Association. The right to indemnification conferred in this paragraph (b) shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director of officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director of officer is not entitled to be indemnified under this paragraph (b) or otherwise. The Association may, by action of its Board of Directors, provide indemnification to employees and agents of the Association with the same scope and effect as the foregoing indemnification of directors and officers.

          (2) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this paragraph (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

          (3) Insurance. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

ARTICLE VIII — AMENDMENT

          These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of holders of such greater amount.

Exhibit 2.

Comptroller of the Currency
Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John C. Dugan, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this January 29, 2008.

Comptroller of the Currency

Exhibit 3.

Comptroller of the Currency
Administrator of National Banks

Washington, D.C.20219

Certificate of Corporate Existence and Fiduciary Powers

I, John C. Dugan, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession , custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this October 1, 2008.

Comptroller of the Currency

Exhibit 4.

BY-LAWS
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION
(As amended May 24, 2005)

ARTICLE I

Meetings of Shareholders

          Section 1.1 Annual Meeting. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at the main office of the Association in Sioux Falls, South Dakota, or such other place as the Board of Directors may designate, at 2:00 p.m., on the second Thursday of January in each year. If for any cause the annual meeting of shareholders for the election of directors is not held on the date fixed in this by-law, such meeting may be held at some other time designated by the Board of Directors, notice thereof having been given in accordance with the requirements of 12 U.S.C. §75, and the meeting conducted according to the provisions of these by-laws.

          Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of shareholders may be called for any purpose at any time by the Board of Directors, the Chairman of the Board, if any, the President, or any one or more shareholders owning in the aggregate not less than twenty-five percent of the then outstanding shares, as provided in Article IV of the Articles of Association.

          Section 1.3 Notice of Meetings. A notice of each annual or special shareholders’ meeting, setting forth the time, place, and purpose of the meeting, shall be given, by first-class mail, postage prepaid, to each shareholder of record at least ten days prior to the date on which such meeting is to be held; but any failure to mail such notice of any annual meeting, or any irregularity therein, shall not affect the validity of such annual meeting or of any of the proceedings thereat. Notwithstanding anything in these by-laws to the contrary, a valid shareholders’ meeting may be held without notice whenever notice thereof shall be waived in writing by all shareholders, or whenever all shareholders shall be present or represented at the meeting.

          Section 1.4 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, and may transact any business except such as may, under the provisions of law, the Articles of Association, or these by-laws, require the vote of holders of a greater number of shares. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At any such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally called.

          Section 1.5 Proxies and Voting Rights. At each meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, which proxy shall be valid for that meeting or any adjournments thereof, shall be dated, and shall be filed with the records of the meeting. No officer or employee of this Association may act as proxy. Each shareholder shall have one vote for each share of stock having voting power which is registered in his name on the books of the Association. Voting for the election of directors and voting upon any other matter which may be brought before any shareholders’ meeting may, but need not, be by ballot, unless voting by ballot be requested by a shareholder present at the meeting.

          Section 1.6 Proceedings and Record. The Chairman of the Board, if any, shall preside at all meetings of the shareholders or, in case of his absence or inability to act, the President or, in case of the absence or inability to act of both of them, any Vice President may preside at any such meeting. The presiding officer shall appoint a person to act as secretary of each shareholders’ meeting; provided, however, that the shareholders may appoint some other person to preside at their meetings or to act as secretary thereof. A record of all business transacted shall be made of each shareholders’ meeting showing, among other things, the names of the shareholders present and the number of shares of stock held by each, the names of the shareholders represented by proxy and the number of shares held by each, the names of the proxies, the number of shares voted on each motion or resolution and the number of shares voted for each candidate for director. This record shall be entered in the minute book of the Association and shall be subscribed by the secretary of the meeting.

          Section 1.7 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Association may be taken without a meeting by written action signed by all of the shareholders entitled to vote on that action.

ARTICLE II

Directors

          Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the “Board”) shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

          Section 2.2 Number and Qualifications. The Board shall consist of not less than five nor more than twenty-five persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board may not increase the number of directors to a number which (i) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (ii) exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five.

          Each director shall, during the full term of his directorship, be a citizen of the United States. Each director, during the full term of his directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956, as amended.

          Section 2.3 Organization Meeting. A meeting of the newly elected Board shall be held, without notice, immediately following the adjournment of the annual meeting of the shareholders, or at such other time and at such place to which said meeting may be adjourned. No business shall be transacted at any such meeting until a majority of the directors elected shall have taken an oath of office as prescribed by law, and no director elected shall participate in the business transacted at any such meeting of the Board until he shall have taken said oath. If at any such meeting there is not a quorum of the directors present who shall have taken the oath of office, the members present may adjourn the meeting from time to time until a quorum is secured. At such meeting of the newly elected Board, if a quorum is present, the directors may elect officers for the ensuing year and transact any and all business which may be brought before them.

          Section 2.4 Regular Meetings. The regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day.

          Section 2.5 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President or the Secretary, and shall be called at the request of one-third or more of the directors.

          Section 2.6 Notice of Meetings. Each member of the Board shall be given not less than one day’s notice by telephone, facsimile, letter, electronic mail or in person, stating the time and place of any regular or special meeting; such notice may, but need not, state the purpose of said meeting. Notwithstanding anything in these by-laws to the contrary, a valid directors’ meeting may be held without notice whenever notice thereof shall be waived in writing by all of the directors, or whenever all of the directors are present at the meeting.

          Section 2.7 Quorum and Voting. A majority of the directors shall constitute a quorum at all directors’ meetings. Except where the vote of a greater number of directors is required by the Articles of Association, these by-laws or under provisions of law, the vote of a majority of the directors at a meeting at which a quorum is present shall be sufficient to transact business.

          Section 2.8 Proceedings and Record. The Chairman of the Board, if such officer shall have been designated by the Board, shall preside at all meetings thereof, and in his absence or inability to act (or if there shall be no Chairman of the Board) the President, and in his absence or inability to act any other director appointed chairman of the meeting pro tempore, shall preside at meetings of the directors. The Secretary, or any other person appointed by the Board, shall act as secretary of the Board and shall keep accurate minutes of all meetings.

          Section 2.9 Electronic Communications. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting. A director may participate in a regular or special Board meeting by any means of communication through which the director, other directors so participating and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by any means referred to in this Section 2.9 constitutes presence in person at the meeting.

          Section 2.10 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of the Association may be taken without a meeting by written action signed by all of the directors.

          Section 2.11 Vacancies. Any vacancy in the Board may be filled by appointment at any regular or special meeting of the Board by the remaining directors in accordance with the laws of the United States or by action of the shareholders in accordance with Article I of these by-laws. Any director so appointed shall hold his place until the next election.

ARTICLE III

Committees of the Board

          Section 3.1 Executive Committee. The Board may appoint annually or more often an Executive Committee consisting of two or more directors. In the event an Executive Committee is appointed, the Executive Committee shall have the power to approve, review, and delegate authority to make loans and otherwise extend credit and to purchase and sell bills, notes, bonds, debentures and other legal investments and to establish and review general loan and investment policies. In addition, when the Board is not in session, the Executive Committee shall have the power to exercise all powers of the Board, except those that cannot legally be delegated by the Board. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board at which a quorum is present.

          Section 3.2 Trust Committees. The Board shall appoint a Trust Audit Committee which shall, at least once during each calendar year, make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only to the Board and at such time shall ascertain and report to the Board whether said Department has been administered in accordance with applicable laws and regulations and sound fiduciary principles. Every report to the Board under this section, together with the action taken thereon, shall be noted in the minutes of the Board. The Board shall from time to time appoint such other committees of such membership and with such powers and duties as it is required to appoint under the provisions of Regulation 9 issued by the Comptroller of the Currency relating to the trust powers of national banks, or any amendments thereto, and may appoint such other committees of such membership and with such powers and duties as the Board may provide and as are permitted by said Regulation 9, or any amendments thereto.

               Section 3.3 Other Committees. The Board, by a majority vote of the whole Board, may create from its own members or (to the extent permitted by applicable law) a combination of its own members and/or officers or employees of the Association or such other persons as the Board may designate or solely from persons who are not members of the Board such other committees as the Board may from time to time deem necessary or appropriate, and the Board may designate the name and term of existence of any such committee and prescribe the duties thereof.

          Section 3.4 Proceedings and Record. Each committee appointed by the Board may hold regular meetings at such time or times as may be fixed by the Board or by the committee itself. Special meetings of any committee may be called by the chairman or vice chairman or any two members thereof. The Board may, at the time of the appointment of any committee, designate alternate or advisory members, designate its chairman, vice chairman, and secretary, or any one or more thereof, and the committee itself may appoint such of said officers as have not been so designated by the Board if they deem such appointment necessary or advisable. The secretary may but need not be a member of the committee. The Board may at any time prescribe or change the number of members whose presence is required to constitute a quorum at any or all meetings of a committee. The quorum so prescribed need not be a majority of the members of the committee. If no quorum is prescribed by the Board, the presence of a majority of the members of the committee shall be required to constitute a quorum. Each committee shall keep such records of its meetings and proceedings as may be required by law or applicable regulations and may keep such additional records of its meetings and proceedings as it deems necessary or advisable, and each committee may make such rules of procedure for the conduct of its own meetings and the method of discharge of its duties as it deems advisable. Each committee appointed by the Board may appoint subcommittees composed of its own members or other persons and may rely on information furnished to it by such subcommittees or by statistical or other fact-finding departments or employees of this Association, provided that final action shall be taken in each case by the committee.

Any action required or permitted to be taken at a meeting of any such committee or subcommittee may be taken without a meeting by written action signed by all of the members of such committee or subcommittee.

ARTICLE IV

Officers and Employees

          Section 4.1 Appointment of Officers. The Board shall appoint a President, one or more Vice Presidents and a Secretary and may appoint a Chairman of the Board and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of the Association. Only directors shall be eligible for appointment as President or Chairman of the Board. If a director other than the President is appointed Chairman of the Board, the Board shall designate either of these two officers as the chief executive officer of this Association. Any officer designated by the Director of Human Resources as the head of a business or staff group may appoint officers at the rank of Senior Vice President, Managing Director or below, and any such designated officer may delegate this authority to another officer.

          Section 4.2 Tenure of Office. Officers shall hold their respective offices for the current year for which they are appointed unless they resign, become disqualified or are removed. Any officer appointed by the Board may be removed at any time by the affirmative vote of a majority of the full Board or in accordance with authority granted by the Board. Any officer appointed by another officer may be removed at any time by the filing of a written notice by the appointing officer with the Secretary. During the year between its organization meetings, the Board may appoint additional officers and shall promptly fill any vacancy occurring in any office required to be filled.

          Section 4.3 Chief Executive Officer. The chief executive officer shall supervise the carrying out of policies adopted or approved by the Board, shall have general executive powers as well as the specific powers conferred by these by-laws, and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board.

          Section 4.4 Secretary. The Secretary shall attend to the giving of all notices required by these by-laws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Secretary, or imposed by these by-laws; and shall also perform such other duties as may be assigned from time to time by the Board.

          Section 4.5 General Authority and Duties. Officers shall have the general powers and duties customarily vested in the office of such officers of a corporation and shall also exercise such powers and perform such duties as may be prescribed by the Articles of Association, by these by-laws, or by the laws or regulations governing the conduct of the business of national banking associations, and shall exercise such other powers and perform such other duties not inconsistent with the Articles of Association, these by-laws or laws or regulations as may be conferred upon or assigned to them by the Board or the chief executive officer.

          Section 4.6 Employees and Agents. Subject to the authority of the Board, the chief executive officer, or any other officer of the Association authorized by him or by the Board, may appoint or dismiss all or any employees and agents and prescribe their duties and the conditions of their employment, and from time to time fix their compensation.

          Section 4.7 Bonds of Officers and Employees. The officers and employees of this Association shall give bond with security to be approved by the Board in such penal sum as the Board shall require, as a condition for the faithful and honest discharge of their respective duties and for the faithful application and accounting of all monies, funds and other property which may come into their possession or may be entrusted to their care or placed in their hands. In the discretion of the Board in lieu of having individual bonds for each officer and employee, there may be substituted for the bonds provided for herein a blanket bond covering all officers and employees providing coverage in such amounts and containing such conditions and stipulations as shall be approved by the chief executive officer of this Association or his delegate but subject to the supervision and control of the Board.

ARTICLE V

Stock and Stock Certificates

          Section 5.1 Transfers. Shares of stock shall be transferable only on the books of the Association upon surrender of the certificate for cancellation, and a transfer book shall be kept in which all transfers of stock shall be recorded.

          Section 5.2 Stock Certificates. Certificates of stock shall be signed by the Chairman of the Board, if any, the President or a Vice President and the Secretary or any other officer appointed by the Board for that purpose, and shall be sealed with the corporate seal. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed, and shall meet the requirements of 12 U.S.C. §52, as amended.

          Section 5.3 Dividends. Transfers of stock shall not be suspended preparatory to the declaration of dividends and, unless an agreement to the contrary shall be expressed in the assignments, dividends shall be paid to the shareholders in whose name the stock shall stand at the time of the declaration of the dividends or on such record date as may be fixed by the Board.

          Section 5.4 Lost Certificates. In the event of loss or destruction of a certificate of stock, a new certificate may be issued in its place upon proof of such loss or destruction and upon receipt of an acceptable bond or agreement of indemnity as may be required by the Board.

ARTICLE VI

Corporate Seal

          Section 6.1 Form. The corporate seal of the Association shall have inscribed thereon the name of the Association.

          Section 6.2 Authority to Impress. The Chairman of the Board, if any, the President, the Secretary, any Assistant Secretary or other officer designated by the Board shall have authority to impress or affix the corporate seal to any document requiring such seal, and to attest the same.

ARTICLE VII

Miscellaneous Provisions

          Section 7.1 Banking Hours. The days and hours during which this Association shall be open for business shall be fixed from time to time by the Board, the Chairman of the Board, if any, or the President, consistent with national and state laws governing banking and business transactions.

          Section 7.2 Execution of Written Instruments. The execution, acknowledgement, verification, delivery or acceptance on behalf of this Association of agreements, instruments, and other documents relating to or affecting the property or business and affairs of this Association, or of this Association when acting in any representative or fiduciary capacity, shall be binding upon this Association if signed on its behalf by (i) any two of the following officers: the Chairman of the Board, if any, the President, any Vice Chairman, any Executive Vice President or any Senior Managing Director or (ii) any one of the foregoing officers signing jointly with any Managing Director or any Senior Vice President. Whenever any other officer or person shall be authorized to execute any agreement, instrument or other document by resolution of the Board of Directors, or by the chief executive officer, or by any officer or committee designated by the chief executive officer, or by any two of the officers identified in the immediately preceding sentence, such execution by such other officer or person shall be equally binding upon this Association.

          Section 7.3 Records. The Articles of Association, these by-laws, and any amendments thereto, and the proceedings of all regular and special meetings of the directors and of the shareholders shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the person appointed to act as secretary of the meeting.

          Section 7.4 Fiscal Year. The fiscal year of the Association shall be the calendar year.

          Section 7.5 Corporate Governance Procedures. In accordance with 12 C.F.R. Section 7.2000, to the extent not inconsistent with applicable federal banking statutes or regulations or bank safety and soundness, this Association designates and elects to follow the corporate governance procedures of the Delaware General Corporation Law, as amended from time to time.

          Section 7.6 Indemnification. The Association may make or agree to make indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. Section 1813(u), for an administrative proceeding or civil action initiated by any federal banking agency, that are reasonable and consistent with the requirements of 12 U.S.C. Section 1828(k) and its implementing regulations.

          The Association may indemnify an institution-affiliated party for damages and expenses, including the advancement of expenses and legal fees, in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, in accordance with the provisions set forth in the Association’s Articles of Association, which provisions are in accordance with the Delaware General Corporation Law, provided such payments are consistent with safe and sound banking practices.

          Section 7.7. Ownership Interests in Other Entities. With respect to any corporation, limited liability company, partnership or any other legal entity in which the Bank has or may acquire an ownership interest, the Chairman of the Board, if any, the President, the Chief Financial Officer or the Treasurer, acting alone, or any other officer or officers appointed from time to time by the Board of Directors or the Executive Committee thereof, may (a) personally authorize, sign and deliver on behalf of the Bank or authorize another person to sign and deliver on behalf of the Bank (i) any proxy, written consent, ballot or other similar instrument solicited by the entity from its owners, (ii) any stock power, assignment, bill of sale or other instrument transferring all or any part of the Bank’s ownership of the entity or any agreement, instrument or other document relating thereto, (iii) any purchase of stock or other ownership interest in or contribution to the capital of such entity or any agreement, instrument or other document authorizing or evidencing the same and (iv) any agreement, consent, waiver or other document or instrument sought by the entity or an owner from the owners of the entity and (b) without limiting the generality of the foregoing, personally take, or authorize another person to take, any other action on behalf of the Bank as an owner of such entity.

ARTICLE VIII

By-Laws

          Section 8.1 Inspection. A copy of these by-laws, with all amendments thereto, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during banking hours.

          Section 8.2 Amendments. These by-laws may be changed or amended at any regular or special meeting of the Board by a vote of a majority of the full Board or at any regular or special meeting of shareholders by the vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat.

Exhibit 5.

Not Applicable

Exhibit 6.

November 25, 2008

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

          In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: Name:	/s/ Amy L. Martin Amy L. Martin
Title:	Vice President

Exhibit 7.

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2008, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts
	In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	13,596
Interest-bearing balances		1,300
Securities:
Held-to-maturity securities		0
Available-for-sale securities		79,851
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		16,407
Securities purchased under agreements to resell		1,588
Loans and lease financing receivables:
Loans and leases held for sale		15,750
Loans and leases, net of unearned income		312,876
LESS: Allowance for loan and lease losses		5,239
Loans and leases, net of unearned income and allowance		307,637
Trading Assets		7,940
Premises and fixed assets (including capitalized leases)		4,226
Other real estate owned		898
Investments in unconsolidated subsidiaries and associated companies		438
Intangible assets
Goodwill		10,674
Other intangible assets		20,560
Other assets		22,462
Total assets	$	503,327
LIABILITIES
Deposits:
In domestic offices	$	276,306
Noninterest-bearing		68,344
Interest-bearing		207,962
In foreign offices, Edge and Agreement subsidiaries, and IBFs		66,966
Noninterest-bearing		7
Interest-bearing		66,959
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		8,834
Securities sold under agreements to repurchase		5,392

	Dollar Amounts
	In Millions
Trading liabilities		6,205
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		64,435
Subordinated notes and debentures		11,005
Other liabilities		20,086
Total liabilities	$	459,229
Minority interest in consolidated subsidiaries		156
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		27,686
Retained earnings		16,159
Accumulated other comprehensive income		(423	)
Other equity capital components		0
Total equity capital		43,942
Total liabilities, minority interest, and equity capital	$	503,327

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt
John Stumpf	Directors
Carrie Tolstedt

EX-25.5

Exhibit 25.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Not Applicable (State of incorporation if not a U.S. national bank)	94-1347393 (I.R.S. employer identification no.)
919 North Market St., Suite 1600 Wilmington, DE (Address of principal executive offices)	19801 (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-172
Sixth and Marquette, 17th Floor
Minneapolis, MN 55479
(agent for services)

Wilmington Trust Capital A
(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	Applied For (I.R.S. employer identification no.)
c/o Wilmington Trust Corporation Rodney Square North 1100 North Market Street Wilmington, Delaware (Address of principal executive offices)	19890 (Zip code)

Preferred Securities
(Title of the Amended and Restated Declaration of Trust securities)

Item 1. General Information. Furnish the following information as to the trustee:

(a)	Name and address of each examining or supervising authority to which it is subject.
	Comptroller of the Currency, Treasury Department Washington, D.C. 20230
	Federal Deposit Insurance Corporation Washington, D.C. 20429
	Federal Reserve Bank of San Francisco San Francisco, CA 94120
(b)	Whether it is authorized to exercise corporate trust powers.
	The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

     None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits.

Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto.

Exhibit 1.	A copy of the Articles of Association of the trustee now in effect.
Exhibit 2.	A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 29, 2008.
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated October 1, 2008.
Exhibit 4.	A copy of By-laws of the trustee as now in effect.
Exhibit 5.	Not applicable.
Exhibit 6.	The consents of United States institutional trustees required by Section 321(b) of the Act.
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.	Not applicable.
Exhibit 9.	Not applicable.

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington and State of Delaware on the day of 25^th of November, 2008.

WELLS FARGO BANK, NATIONAL ASSOCIATION
By: Name:	/s/ Amy L. Martin Amy L. Martin
Title:	Vice President

Exhibit 1.

ARTICLES OF ASSOCIATION
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION

(Effective as of February 20, 2004)

ARTICLE I — NAME

     The title of this Association shall be Wells Fargo Bank, National Association. The Association may also use the abbreviation Wells Fargo Bank, N.A.

ARTICLE II — OFFICES

     1. Main Office. The main office of this Association shall be in the City of Sioux Falls, County of Minnehaha, State of South Dakota. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of the City of Sioux Falls, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

     2. Branch Offices. The Board of Directors shall have the power to establish or change the location of any branch or branches of this Association to any other location, without the approval of the shareholders but subject to the approval of the Comptroller of the Currency.

     3. Conduct of Business. The general business of the Association shall be conducted at its main office and its branches.

ARTICLE III — BOARD OF DIRECTORS

     1. Number. The Board of Directors of this Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the shareholders at any annual or special meeting thereof.

     2. Qualification. Each director, during the full term of his or her directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956.

     3. Vacancy. The Board of Directors, by the vote of a majority of the full Board, may, between annual meetings of shareholders, fill vacancies created by the death, incapacity or resignation of any director and by the vote of a majority of the full Board may also, between annual meetings of shareholders, increase the membership of the Board by not more than four members and by like vote appoint qualified persons to fill the vacancies created thereby; provided, however, that at no time shall there be more than twenty-five directors of this Association; and provided further, however, that not more than two members may be added to the Board of Directors in the event that the total number of directors last elected by shareholders was fifteen or less.

     4. Appointment of Officers. The Board of Directors shall appoint one of its members President of this Association, who shall act as Chairman of the Board, unless the Board appoints another director to act as Chairman. In the event the Board of Directors shall appoint a President and a Chairman, the Board shall designate which person shall act as the chief executive officer of this Association. The Board of Directors shall have the power to appoint one or more Vice Presidents and to appoint a Cashier and such other officers and employees as may be required to transact the business of this Association.

     5. Powers. The Board of Directors shall have the power to define the duties of the officers and employees of this Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which the increase of the capital of this Association shall be made; to manage and administer the business and affairs of this Association; to make all Bylaws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a Board of Directors to do and perform.

ARTICLE IV — MEETINGS OF SHAREHOLDERS

     1. Annual Meeting. The annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the main office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the Bylaws, but if no election is held on that day, it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.

     2. Special Meetings. The Board of Directors, the Chairman, the President, or any one or more shareholders owning, in the aggregate, not less than 25 percent of the stock of this Association, may call a special meeting of shareholders at any time.

     3. Notice of Meetings. Unless otherwise provided by the laws of the United States, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten days prior to the date of such meeting to each shareholder of record at his or her address as shown upon the books of this Association.

     4 Written Consents. Any action required or permitted to be taken at an annual or special meeting of the shareholders of the Association may be taken without prior written notice and without any meeting if such action is taken by written action, containing a waiver of notice, signed by all of the shareholders entitled to vote on that action.

ARTICLE V — CAPITAL

     1. Capitalization. The amount of authorized capital stock of this Association shall be $1,122,000,000, divided into 112,200,000 shares of common stock of the par value of Ten Dollars ($10.00) each; but said capital stock may be increased or decreased from time to time, in accordance with the provisions of the laws of the United States.

     2. Voting Rights. Each holder of common stock of the Association shall be entitled to vote on all matters, one vote for each share of common stock held by such holder. No holder of shares of the capital stock of any class of this Association shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of this Association, whether now or hereafter authorized, or to any obligations convertible into stock of this Association, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix.

     3. Debt Obligations. The Association, at any time and from time to time, may authorize and issue debt obligations, whether or nor subordinated, without the approval of the shareholders.

ARTICLE VI — PERPETUAL EXISTENCE

     The corporate existence of this Association shall continue until terminated in accordance with the laws of the United States.

ARTICLE VII — INDEMNIFICATION

     To the extent permitted by 12 CFR 7.2014 and consistent with the requirements of 12 USC 1828(k) and the implementing regulations thereunder:

     (a) Elimination of Certain Liability of Directors. A director of the Association shall not be personally liable to the Association or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Association or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

     (b)(1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Association to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Association to provide broader indemnification rights than said law permitted the Association to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA

excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Association shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Association. The right to indemnification conferred in this paragraph (b) shall be a contract right and shall include the right to be paid by the Association the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director of officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Association of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director of officer is not entitled to be indemnified under this paragraph (b) or otherwise. The Association may, by action of its Board of Directors, provide indemnification to employees and agents of the Association with the same scope and effect as the foregoing indemnification of directors and officers.

     (2) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this paragraph (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Association, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

     (3) Insurance. The Association may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Association or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Association would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

ARTICLE VIII — AMENDMENT

     These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of this Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of holders of such greater amount.

Exhibit 2.

Comptroller of the Currency
Administrator of National Banks

Washington, D.C. 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, John C. Dugan, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this January 29, 2008.

Comptroller of the Currency

Exhibit 3.

Comptroller of the Currency
Administrator of National Banks

Washington, D.C.20219

Certificate of Corporate Existence and Fiduciary Powers

I, John C. Dugan, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession , custody and control of all records pertaining to the chartering of all National Banking Associations.

2. “Wells Fargo Bank, National Association,” Sioux Falls, South Dakota, (Charter No. 1741) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate.

IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this October 1, 2008.

Comptroller of the Currency

Exhibit 4.

BY-LAWS
OF
WELLS FARGO BANK, NATIONAL ASSOCIATION
(As amended May 24, 2005)

ARTICLE I

Meetings of Shareholders

     Section 1.1 Annual Meeting. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may properly come before the meeting shall be held at the main office of the Association in Sioux Falls, South Dakota, or such other place as the Board of Directors may designate, at 2:00 p.m., on the second Thursday of January in each year. If for any cause the annual meeting of shareholders for the election of directors is not held on the date fixed in this by-law, such meeting may be held at some other time designated by the Board of Directors, notice thereof having been given in accordance with the requirements of 12 U.S.C. §75, and the meeting conducted according to the provisions of these by-laws.

     Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of shareholders may be called for any purpose at any time by the Board of Directors, the Chairman of the Board, if any, the President, or any one or more shareholders owning in the aggregate not less than twenty-five percent of the then outstanding shares, as provided in Article IV of the Articles of Association.

     Section 1.3 Notice of Meetings. A notice of each annual or special shareholders’ meeting, setting forth the time, place, and purpose of the meeting, shall be given, by first-class mail, postage prepaid, to each shareholder of record at least ten days prior to the date on which such meeting is to be held; but any failure to mail such notice of any annual meeting, or any irregularity therein, shall not affect the validity of such annual meeting or of any of the proceedings thereat. Notwithstanding anything in these by-laws to the contrary, a valid shareholders’ meeting may be held without notice whenever notice thereof shall be waived in writing by all shareholders, or whenever all shareholders shall be present or represented at the meeting.

     Section 1.4 Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, and may transact any business except such as may, under the provisions of law, the Articles of Association, or these by-laws, require the vote of holders of a greater number of shares. If, however, such majority shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of voting stock shall be present. At any such adjourned meeting at which the requisite amount of voting stock shall be represented, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 1.5 Proxies and Voting Rights. At each meeting of the shareholders, each shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such shareholder, which proxy shall be valid for that meeting or any adjournments thereof, shall be dated, and shall be filed with the records of the meeting. No officer or employee of this Association may act as proxy. Each shareholder shall have one vote for each share of stock having voting power which is registered in his name on the books of the Association. Voting for the election of directors and voting upon any other matter which may be brought before any shareholders’ meeting may, but need not, be by ballot, unless voting by ballot be requested by a shareholder present at the meeting.

     Section 1.6 Proceedings and Record. The Chairman of the Board, if any, shall preside at all meetings of the shareholders or, in case of his absence or inability to act, the President or, in case of the absence or inability to act of both of them, any Vice President may preside at any such meeting. The presiding officer shall appoint a person to act as secretary of each shareholders’ meeting; provided, however, that the shareholders may appoint some other person to preside at their meetings or to act as secretary thereof. A record of all business transacted shall be made of each shareholders’ meeting showing, among other things, the names of the shareholders present and the number of shares of stock held by each, the names of the shareholders represented by proxy and the number of shares held by each, the names of the proxies, the number

of shares voted on each motion or resolution and the number of shares voted for each candidate for director. This record shall be entered in the minute book of the Association and shall be subscribed by the secretary of the meeting.

     Section 1.7 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders of the Association may be taken without a meeting by written action signed by all of the shareholders entitled to vote on that action.

ARTICLE II

Directors

     Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the “Board”) shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

     Section 2.2 Number and Qualifications. The Board shall consist of not less than five nor more than twenty-five persons, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any meeting thereof; provided, however, that a majority of the full Board may not increase the number of directors to a number which (i) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (ii) exceeds by more than four the number of directors last elected by shareholders where such number was sixteen or more, but in no event shall the number of directors exceed twenty-five.

     Each director shall, during the full term of his directorship, be a citizen of the United States. Each director, during the full term of his directorship, shall own a minimum of $1,000 par value of stock of this Association or an equivalent interest, as determined by the Comptroller of the Currency, in any company which has control over this Association within the meaning of Section 2 of the Bank Holding Company Act of 1956, as amended.

     Section 2.3 Organization Meeting. A meeting of the newly elected Board shall be held, without notice, immediately following the adjournment of the annual meeting of the shareholders, or at such other time and at such place to which said meeting may be adjourned. No business shall be transacted at any such meeting until a majority of the directors elected shall have taken an oath of office as prescribed by law, and no director elected shall participate in the business transacted at any such meeting of the Board until he shall have taken said oath. If at any such meeting there is not a quorum of the directors present who shall have taken the oath of office, the members present may adjourn the meeting from time to time until a quorum is secured. At such meeting of the newly elected Board, if a quorum is present, the directors may elect officers for the ensuing year and transact any and all business which may be brought before them.

     Section 2.4 Regular Meetings. The regular meetings of the Board may be held at such time and place as shall from time to time be determined by the Board. When any regular meeting of the Board falls upon a holiday, the meeting shall be held on the next banking business day.

     Section 2.5 Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, the President or the Secretary, and shall be called at the request of one-third or more of the directors.

     Section 2.6 Notice of Meetings. Each member of the Board shall be given not less than one day’s notice by telephone, facsimile, letter, electronic mail or in person, stating the time and place of any regular or special meeting; such notice may, but need not, state the purpose of said meeting. Notwithstanding anything in these by-laws to the contrary, a valid directors’ meeting may be held without notice whenever notice thereof shall be waived in writing by all of the directors, or whenever all of the directors are present at the meeting.

     Section 2.7 Quorum and Voting. A majority of the directors shall constitute a quorum at all directors’ meetings. Except where the vote of a greater number of directors is required by the Articles of Association, these by-laws or under provisions of law, the vote of a majority of the directors at a meeting at which a quorum is present shall be sufficient to transact business.

     Section 2.8 Proceedings and Record. The Chairman of the Board, if such officer shall have been designated by the Board, shall preside at all meetings thereof, and in his absence or inability to act (or if there shall be no Chairman of the Board) the President, and in his absence or inability to act any other director appointed chairman of the meeting pro tempore,

shall preside at meetings of the directors. The Secretary, or any other person appointed by the Board, shall act as secretary of the Board and shall keep accurate minutes of all meetings.

     Section 2.9 Electronic Communications. A conference among directors by any means of communication through which the directors may simultaneously hear each other during the conference constitutes a Board meeting, if the same notice is given of the conference as would be required for a meeting, and if the number of directors participating in the conference would be sufficient to constitute a quorum at a meeting. A director may participate in a regular or special Board meeting by any means of communication through which the director, other directors so participating and all directors physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by any means referred to in this Section 2.9 constitutes presence in person at the meeting.

     Section 2.10 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of the Association may be taken without a meeting by written action signed by all of the directors.

     Section 2.11 Vacancies. Any vacancy in the Board may be filled by appointment at any regular or special meeting of the Board by the remaining directors in accordance with the laws of the United States or by action of the shareholders in accordance with Article I of these by-laws. Any director so appointed shall hold his place until the next election.

ARTICLE III

Committees of the Board

     Section 3.1 Executive Committee. The Board may appoint annually or more often an Executive Committee consisting of two or more directors. In the event an Executive Committee is appointed, the Executive Committee shall have the power to approve, review, and delegate authority to make loans and otherwise extend credit and to purchase and sell bills, notes, bonds, debentures and other legal investments and to establish and review general loan and investment policies. In addition, when the Board is not in session, the Executive Committee shall have the power to exercise all powers of the Board, except those that cannot legally be delegated by the Board. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board at which a quorum is present.

     Section 3.2 Trust Committees. The Board shall appoint a Trust Audit Committee which shall, at least once during each calendar year, make suitable audits of the Trust Department or cause suitable audits to be made by auditors responsible only to the Board and at such time shall ascertain and report to the Board whether said Department has been administered in accordance with applicable laws and regulations and sound fiduciary principles. Every report to the Board under this section, together with the action taken thereon, shall be noted in the minutes of the Board. The Board shall from time to time appoint such other committees of such membership and with such powers and duties as it is required to appoint under the provisions of Regulation 9 issued by the Comptroller of the Currency relating to the trust powers of national banks, or any amendments thereto, and may appoint such other committees of such membership and with such powers and duties as the Board may provide and as are permitted by said Regulation 9, or any amendments thereto.

          Section 3.3 Other Committees. The Board, by a majority vote of the whole Board, may create from its own members or (to the extent permitted by applicable law) a combination of its own members and/or officers or employees of the Association or such other persons as the Board may designate or solely from persons who are not members of the Board such other committees as the Board may from time to time deem necessary or appropriate, and the Board may designate the name and term of existence of any such committee and prescribe the duties thereof.

     Section 3.4 Proceedings and Record. Each committee appointed by the Board may hold regular meetings at such time or times as may be fixed by the Board or by the committee itself. Special meetings of any committee may be called by the chairman or vice chairman or any two members thereof. The Board may, at the time of the appointment of any committee, designate alternate or advisory members, designate its chairman, vice chairman, and secretary, or any one or more thereof, and the committee itself may appoint such of said officers as have not been so designated by the Board if they deem such appointment necessary or advisable. The secretary may but need not be a member of the committee. The Board may at any time prescribe or change the number of members whose presence is required to constitute a quorum at any or all meetings of a committee. The quorum so prescribed need not be a majority of the members of the committee. If no quorum is prescribed by the Board, the presence of a majority of the members of the committee shall be required to constitute a quorum. Each committee shall keep such records of its meetings and proceedings as may be required by law or applicable regulations and may keep such additional records of its meetings and proceedings as it deems necessary or advisable, and each committee may make such rules of procedure for the conduct of its own meetings and the method of discharge of its duties as it deems advisable. Each committee appointed by the Board may appoint subcommittees composed of its own

members or other persons and may rely on information furnished to it by such subcommittees or by statistical or other fact-finding departments or employees of this Association, provided that final action shall be taken in each case by the committee. Any action required or permitted to be taken at a meeting of any such committee or subcommittee may be taken without a meeting by written action signed by all of the members of such committee or subcommittee.

ARTICLE IV

Officers and Employees

     Section 4.1 Appointment of Officers. The Board shall appoint a President, one or more Vice Presidents and a Secretary and may appoint a Chairman of the Board and such other officers as from time to time may appear to the Board to be required or desirable to transact the business of the Association. Only directors shall be eligible for appointment as President or Chairman of the Board. If a director other than the President is appointed Chairman of the Board, the Board shall designate either of these two officers as the chief executive officer of this Association. Any officer designated by the Director of Human Resources as the head of a business or staff group may appoint officers at the rank of Senior Vice President, Managing Director or below, and any such designated officer may delegate this authority to another officer.

     Section 4.2 Tenure of Office. Officers shall hold their respective offices for the current year for which they are appointed unless they resign, become disqualified or are removed. Any officer appointed by the Board may be removed at any time by the affirmative vote of a majority of the full Board or in accordance with authority granted by the Board. Any officer appointed by another officer may be removed at any time by the filing of a written notice by the appointing officer with the Secretary. During the year between its organization meetings, the Board may appoint additional officers and shall promptly fill any vacancy occurring in any office required to be filled.

     Section 4.3 Chief Executive Officer. The chief executive officer shall supervise the carrying out of policies adopted or approved by the Board, shall have general executive powers as well as the specific powers conferred by these by-laws, and shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to him or her by the Board.

     Section 4.4 Secretary. The Secretary shall attend to the giving of all notices required by these by-laws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of Secretary, or imposed by these by-laws; and shall also perform such other duties as may be assigned from time to time by the Board.

     Section 4.5 General Authority and Duties. Officers shall have the general powers and duties customarily vested in the office of such officers of a corporation and shall also exercise such powers and perform such duties as may be prescribed by the Articles of Association, by these by-laws, or by the laws or regulations governing the conduct of the business of national banking associations, and shall exercise such other powers and perform such other duties not inconsistent with the Articles of Association, these by-laws or laws or regulations as may be conferred upon or assigned to them by the Board or the chief executive officer.

     Section 4.6 Employees and Agents. Subject to the authority of the Board, the chief executive officer, or any other officer of the Association authorized by him or by the Board, may appoint or dismiss all or any employees and agents and prescribe their duties and the conditions of their employment, and from time to time fix their compensation.

     Section 4.7 Bonds of Officers and Employees. The officers and employees of this Association shall give bond with security to be approved by the Board in such penal sum as the Board shall require, as a condition for the faithful and honest discharge of their respective duties and for the faithful application and accounting of all monies, funds and other property which may come into their possession or may be entrusted to their care or placed in their hands. In the discretion of the Board in lieu of having individual bonds for each officer and employee, there may be substituted for the bonds provided for herein a blanket bond covering all officers and employees providing coverage in such amounts and containing such conditions and stipulations as shall be approved by the chief executive officer of this Association or his delegate but subject to the supervision and control of the Board.

ARTICLE V

Stock and Stock Certificates

     Section 5.1 Transfers. Shares of stock shall be transferable only on the books of the Association upon surrender of the certificate for cancellation, and a transfer book shall be kept in which all transfers of stock shall be recorded.

     Section 5.2 Stock Certificates. Certificates of stock shall be signed by the Chairman of the Board, if any, the President or a Vice President and the Secretary or any other officer appointed by the Board for that purpose, and shall be sealed with the corporate seal. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed, and shall meet the requirements of 12 U.S.C. §52, as amended.

     Section 5.3 Dividends. Transfers of stock shall not be suspended preparatory to the declaration of dividends and, unless an agreement to the contrary shall be expressed in the assignments, dividends shall be paid to the shareholders in whose name the stock shall stand at the time of the declaration of the dividends or on such record date as may be fixed by the Board.

     Section 5.4 Lost Certificates. In the event of loss or destruction of a certificate of stock, a new certificate may be issued in its place upon proof of such loss or destruction and upon receipt of an acceptable bond or agreement of indemnity as may be required by the Board.

ARTICLE VI

Corporate Seal

     Section 6.1 Form. The corporate seal of the Association shall have inscribed thereon the name of the Association.

     Section 6.2 Authority to Impress. The Chairman of the Board, if any, the President, the Secretary, any Assistant Secretary or other officer designated by the Board shall have authority to impress or affix the corporate seal to any document requiring such seal, and to attest the same.

ARTICLE VII

Miscellaneous Provisions

     Section 7.1 Banking Hours. The days and hours during which this Association shall be open for business shall be fixed from time to time by the Board, the Chairman of the Board, if any, or the President, consistent with national and state laws governing banking and business transactions.

     Section 7.2 Execution of Written Instruments. The execution, acknowledgement, verification, delivery or acceptance on behalf of this Association of agreements, instruments, and other documents relating to or affecting the property or business and affairs of this Association, or of this Association when acting in any representative or fiduciary capacity, shall be binding upon this Association if signed on its behalf by (i) any two of the following officers: the Chairman of the Board, if any, the President, any Vice Chairman, any Executive Vice President or any Senior Managing Director or (ii) any one of the foregoing officers signing jointly with any Managing Director or any Senior Vice President. Whenever any other officer or person shall be authorized to execute any agreement, instrument or other document by resolution of the Board of Directors, or by the chief executive officer, or by any officer or committee designated by the chief executive officer, or by any two of the officers identified in the immediately preceding sentence, such execution by such other officer or person shall be equally binding upon this Association.

     Section 7.3 Records. The Articles of Association, these by-laws, and any amendments thereto, and the proceedings of all regular and special meetings of the directors and of the shareholders shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the person appointed to act as secretary of the meeting.

     Section 7.4 Fiscal Year. The fiscal year of the Association shall be the calendar year.

     Section 7.5 Corporate Governance Procedures. In accordance with 12 C.F.R. Section 7.2000, to the extent not inconsistent with applicable federal banking statutes or regulations or bank safety and soundness, this Association designates and elects to follow the corporate governance procedures of the Delaware General Corporation Law, as amended from time to time.

     Section 7.6 Indemnification. The Association may make or agree to make indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. Section 1813(u), for an administrative proceeding or civil action initiated by any federal banking agency, that are reasonable and consistent with the requirements of 12 U.S.C. Section 1828(k) and its implementing regulations.

     The Association may indemnify an institution-affiliated party for damages and expenses, including the advancement of expenses and legal fees, in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, in accordance with the provisions set forth in the Association’s Articles of Association, which provisions are in accordance with the Delaware General Corporation Law, provided such payments are consistent with safe and sound banking practices.

     Section 7.7. Ownership Interests in Other Entities. With respect to any corporation, limited liability company, partnership or any other legal entity in which the Bank has or may acquire an ownership interest, the Chairman of the Board, if any, the President, the Chief Financial Officer or the Treasurer, acting alone, or any other officer or officers appointed from time to time by the Board of Directors or the Executive Committee thereof, may (a) personally authorize, sign and deliver on behalf of the Bank or authorize another person to sign and deliver on behalf of the Bank (i) any proxy, written consent, ballot or other similar instrument solicited by the entity from its owners, (ii) any stock power, assignment, bill of sale or other instrument transferring all or any part of the Bank’s ownership of the entity or any agreement, instrument or other document relating thereto, (iii) any purchase of stock or other ownership interest in or contribution to the capital of such entity or any agreement, instrument or other document authorizing or evidencing the same and (iv) any agreement, consent, waiver or other document or instrument sought by the entity or an owner from the owners of the entity and (b) without limiting the generality of the foregoing, personally take, or authorize another person to take, any other action on behalf of the Bank as an owner of such entity.

ARTICLE VIII

By-Laws

     Section 8.1 Inspection. A copy of these by-laws, with all amendments thereto, shall at all times be kept in a convenient place at the main office of the Association, and shall be open for inspection to all shareholders during banking hours.

     Section 8.2 Amendments. These by-laws may be changed or amended at any regular or special meeting of the Board by a vote of a majority of the full Board or at any regular or special meeting of shareholders by the vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat.

Exhibit 5.

Not Applicable

Exhibit 6.

November 25, 2008

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

     In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Amy L. Martin
Name: Amy L. Martin
Title: Vice President

Exhibit 7.

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2008, filed in accordance with 12 U.S.C. §161 for National Banks.

	Dollar Amounts
	In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	13,596
Interest-bearing balances		1,300
Securities:
Held-to-maturity securities		0
Available-for-sale securities		79,851
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		16,407
Securities purchased under agreements to resell		1,588
Loans and lease financing receivables:
Loans and leases held for sale		15,750
Loans and leases, net of unearned income		312,876
LESS: Allowance for loan and lease losses		5,239
Loans and leases, net of unearned income and allowance		307,637
Trading Assets		7,940
Premises and fixed assets (including capitalized leases)		4,226
Other real estate owned		898
Investments in unconsolidated subsidiaries and associated companies		438
Intangible assets
Goodwill		10,674
Other intangible assets		20,560
Other assets		22,462
Total assets	$	503,327
LIABILITIES
Deposits:
In domestic offices	$	276,306
Noninterest-bearing		68,344
Interest-bearing		207,962
In foreign offices, Edge and Agreement subsidiaries, and IBFs		66,966
Noninterest-bearing		7
Interest-bearing		66,959
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		8,834
Securities sold under agreements to repurchase		5,392

	Dollar Amounts
	In Millions
Trading liabilities		6,205
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)		64,435
Subordinated notes and debentures		11,005
Other liabilities		20,086
Total liabilities	$	459,229
Minority interest in consolidated subsidiaries		156
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		520
Surplus (exclude all surplus related to preferred stock)		27,686
Retained earnings		16,159
Accumulated other comprehensive income		(423	)
Other equity capital components		0
Total equity capital		43,942
Total liabilities, minority interest, and equity capital	$	503,327

I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Howard I. Atkins

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Dave Hoyt
John Stumpf
Carrie Tolstedt Directors