S-3/A

As filed with the Securities and Exchange Commission on August 28, 2001

Registration No. 333-64454-01

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

SOLECTRON CORPORATION	Delaware	94-2447045
SOLECTRON CAPITAL TRUST I	Delaware	77-0578652
(Exact name of Registrants as specified in their charters)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500
(Address, including zip code, and telephone number, including area code, of
Registrants’ principal executive offices)

Susan S. Wang
Senior Vice President, Chief Financial Officer and Corporate Secretary
Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Steven E. Bochner, Esq.
John A. Fore, Esq.
Daniel J. Weiser, Esq.
Philip B. Dundas, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public:
From time to time, after the effective date of this 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. [   ]

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. [X]

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 statement number of the earlier effective registration statement for the same offering. [   ] ______________

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [   ]

CALCULATION OF REGISTRATION FEE

				Proposed			Proposed
	Amount to Be			Maximum Offering			Maximum Offering			Amount of
Title of Each Class of Securities to be Registered	Registered(1)			Price Per Unit			Price(2)(3)			Registration Fee
Common Stock of Solectron Corporation, $0.001 par value per share(4)(5)		—			—			—			—
Preferred Stock of Solectron Corporation, $0.001 par value per share(5)		—			—			—			—
Senior Debt Securities of Solectron Corporation(5)		—			—			—			—
Subordinated Debt Securities of Solectron Corporation(5)		—			—			—			—
Junior Subordinated Debt Securities of Solectron Corporation(5)		—			—			—			—
Warrants of Solectron Corporation		—			—			—			—
Stock Purchase Contracts of Solectron Corporation(6)		—			—			—			—
Stock Purchase Units of Solectron Corporation(6)		—			—			—			—
Preferred Securities of Solectron Capital Trust I		—			—			—			—
Guarantees of Preferred Securities of Solectron Capital Trust I by Solectron Corporation(6)		—			—			—			—
Total(4)	$	3,000,000,000	(7)		100	%(4)	$	3,000,000,000	(7)	$	750,000	(8)

(1)	Not required to be included in accordance with General Instruction II.D. of Form S-3 under the Securities Act.
(2)	Or (i) if any debt securities are issued at an original issue discount, such greater principal amount at maturity as shall result in an aggregate initial offering price equal to the amount to be registered or (ii) if any securities are issued in an amount denominated in a foreign currency or composite currency, such amount as shall result in an aggregate initial offering price equivalent thereto in United States dollars at the time of initial offering. Debt securities may be issued and sold to Solectron Capital Trust I in connection with the issuance of its preferred securities in which event those debt securities may be distributed to the holders of the preferred securities upon a dissolution or liquidation of such trust. No separate consideration will be received for the debt securities distributed upon any liquidation or dissolution of such trust.
(3)	These figures are estimates made solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
(4)	Includes an indeterminable number of shares of common stock to be issuable by Solectron Corporation upon settlement of the stock purchase contracts or stock purchase units issued by Solectron Corporation.
(5)	Includes an indeterminable number of shares of common stock and preferred stock and an indeterminable amount of debt securities as may be issuable upon conversion or exchange of other securities being registered.
(6)	Solectron Corporation is also registering all other obligations that it may have with respect to the preferred securities of Solectron Capital Trust I, including its back-up undertakings under the applicable declaration of trust, indenture and supplemental indenture, if any. No separate consideration will be received from purchasers of Preferred Securities of Solectron Capital Trust I with respect to these guarantees and, therefore, no registration fee is attributable to the guarantees of those securities.
(7)	The securities registered hereunder may be sold separately, or as units with other securities registered hereby. The proposed maximum offering price per unit will be determined by us in connection with the issuance of the Securities. In no event will the aggregate offering price of all securities issued from time to time pursuant to this Registration Statement exceed $3,000,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The aggregate amount of common stock registered hereunder is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act, to the extent applicable.
(8)	A registration fee in the amount of $750,000 was previously paid pursuant to Rule 457(o).
(9)	Each share of common stock includes one preferred share purchase right. No separate consideration will be received for the preferred share purchase rights.

      The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell the securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 28, 2001

PROSPECTUS

$3,000,000,000

SOLECTRON CORPORATION
SOLECTRON CAPITAL TRUST I

By this prospectus, Solectron Corporation may offer or sell —

• Common stock

• Preferred stock

• Senior debt securities

• Subordinated debt securities

• Junior subordinated debt securities

• Warrants

• Stock purchase contracts

• Stock purchase units

In addition, Solectron Corporation, in conjunction with our trust subsidiary, Solectron Capital Trust I, may offer and sell:

• Trust preferred securities guaranteed, as
described in this prospectus, by Solectron Corporation

      All of the securities listed above may be sold separately or as units with other securities.

See “Risk Factors” on page 6 for information you should consider before buying the securities.

      Solectron Corporation’s common stock is listed on the New York Stock Exchange under the symbol “SLR.” On August 27, 2001, the last reported sale price of our common stock on the New York Stock Exchange was $14.12 per share.

      We will provide specific terms of these securities in one or more supplements to this prospectus. You should read this prospectus and any supplement carefully before you purchase any of our, or our trust subsidiary’s, securities.

      This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement describing the method and terms of the offering of those offered securities.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined within this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      We may offer the securities in amounts, at prices and on terms determined at the time of offering. We and our trust subsidiary may sell the securities directly to you, through agents we select, or through underwriters and dealers we select. If we use agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement.

This prospectus is dated        , 2001

TABLE OF CONTENTS

EXHIBIT 4.9

EXHIBIT 23.1

EXHIBIT 25.4

EXHIBIT 25.5

ABOUT THIS PROSPECTUS

      This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission using a “shelf” registration process. Under this shelf process, we may sell any combination of the securities described in this prospectus, in one or more offerings, up to an aggregate offering price of $3.0 billion. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and the applicable prospectus supplement together with additional information under the heading “Where You Can Find More Information.”

      This prospectus may not be used to consummate sales of securities, unless it is accompanied by a prospectus supplement covering those securities. To the extent there are inconsistencies between any prospectus supplement, this prospectus and any documents incorporated by reference, the document with the most recent date will control.

      You should rely only on information contained in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

      The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is accurate as of any other date.

      We have not included separate financial statements of our trust subsidiary, Solectron Capital Trust I, in this prospectus. We do not consider that such financial statements are material to holders of the trust preferred securities because:

• the trust is a special purpose entity;

• the trust has not had any operating history or independent operations;

• the trust is not engaged in, nor will it engage in, any activity other than issuing trust preferred and trust common securities, investing in and holding Solectron’s debt securities and engaging in related activities.

      We do not expect that the trust will file reports with the SEC under the Securities Exchange Act of 1934.

      References in this prospectus to the terms “we,” “us” or “Solectron” or other similar terms mean Solectron Corporation, unless we state otherwise or the context indicates otherwise. The term “trust” refers to Solectron Capital Trust I.

SOLECTRON CORPORATION

      Solectron provides electronics manufacturing services to original equipment manufacturers (OEMs) who design and sell networking equipment, mobile and land based telecommunications equipment, computing equipment, including workstations, notebooks, desktops and peripherals, and other electronic equipment. These original equipment manufacturers include Cisco Systems, Inc., Compaq Computer Corporation, Ericsson Telecom AB, Hewlett-Packard Company, International Business Machines Corporation, Nortel Networks Limited and Apple Computer, Inc. These companies contract with us to build their products for them or to obtain other related services from us.

      We furnish integrated supply chain solutions that span the entire product life-cycle from technology solutions to manufacturing and operations, to global services. Our range of services includes:

• Advanced building block design solutions;

• Product design and manufacturing;

• New product introduction management;

• Materials purchasing and management;

• Prototyping;

• Printed circuit board assembly (the process of placing components on an electrical printed circuit board that controls the processing functions of a personal computer or other electronic equipment);

• System assembly (for example, building complete systems such as mobile telephones and testing them to ensure functionality);

• Distribution;

• Product repair; and

• Warranty services.

      Providing these services to our customers allows them to remain competitive by focusing on their core competencies of sales, marketing, and research and development. We have manufacturing facilities in the Americas, Europe and Asia/Pacific. This geographic presence gives our customers access to manufacturing services in the locations close to their expanding markets for faster product delivery.

      We were originally incorporated in California in August 1977. In February 1997, we were reincorporated in Delaware. Our principal executive offices are located at 777 Gibraltar Drive, Milpitas, California 95035. Our telephone number is (408) 957-8500.

Solectron Capital Trust I

      The trust is a statutory business trust formed under the Delaware Business Trust Act and is governed by a declaration of trust (as it may be amended and restated from time to time) among the trustees of the trust and us. We will execute, together with the relevant trustees, an amended and restated declaration of trust that provides for the issuance of the trust preferred securities if and when we issue them. Any reference to the “declaration” means the original declaration prior to such issuance and the

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amended and restated declaration following issuance, unless otherwise indicated.

      When the trust issues its trust preferred securities, you and the other holders of the trust preferred securities will own all of the issued and outstanding trust preferred securities of the trust. Solectron will acquire, directly or indirectly, all of the issued and outstanding trust common securities of the trust, representing an undivided beneficial interest in the assets of the trust of approximately 3%.

      The trust will exist primarily for the purposes of:

• issuing its trust preferred and trust common securities;

• investing the proceeds from the sale of its securities in Solectron’s debt securities;

• engaging in only such other activities as are necessary or incidental to issuing its securities and purchasing and holding Solectron’s debt securities.

      The number of trustees of the trust initially will be three. Two of the trustees will be individuals who are officers or employees of Solectron, as regular trustees. The third trustee will be First Union Trust Company, N.A. of Delaware, which has its principal place of business in the State of Delaware. When we file the amended and restated declaration of trust, we will appoint a fourth trustee to act as property trustee.

      First Union Trust Company, acting in its capacity as property trustee, will hold for your benefit a trust preferred securities guarantee, which will be separately qualified under the Trust Indenture Act of 1939.

      Unless otherwise provided in the applicable prospectus supplement, because Solectron will own, directly or indirectly, all of the trust common securities of the trust, Solectron will have the exclusive right to appoint, remove or replace trustees and to increase or decrease the regular number of trustees. The term of the trust will be described in the applicable prospectus supplement, but it may dissolve earlier if so provided in the applicable prospectus supplement.

      The rights of the holders of the trust preferred securities of the trust, including economic rights, rights to information and voting rights, and the duties and obligations of the trustees of the trust, will be contained in and governed by the declaration (as it may be amended and restated from time to time), the Delaware Business Trust Act and the Trust Indenture Act of 1939.

      The address of the principal office of the trust is 777 Gibraltar Drive, Milpitas, California 95035, and the telephone number of the trust at that address is (408) 957-8500.

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RECENT DEVELOPMENTS

New Chief Financial Officer

      On August 27, 2001, we announced that Kiran Patel joined us as an officer and will be our Chief Financial Officer, effective September 1, 2001. Concurrent with this announcement we also disclosed that Susan S. Wang, our current Chief Financial Officer, will focus her full-time duties on our new business development activities.

Iphotonics Acquisition

      On August 21, 2001, we announced that we signed a definitive agreement to acquire Iphotonics, Inc., a provider of core optical services. We expect to complete this transaction during the first quarter of our fiscal year ending 2002.

C-MAC Industries Acquisition

      On August 9, 2001, we announced that we signed a definitive agreement under which we will combine with C-MAC Industries. We anticipate that the transaction will be completed by the end of calendar 2001.

Adoption of Stockholder Rights Plan

      On July 2, 2001, we announced that our Board of Directors adopted a Stockholder Rights Plan. Under the plan, we will issue a dividend of one right for each share of our common stock, par value of $0.001 per share, held by stockholders of record as of the close of business on July 30, 2001. The plan is designed to assure stockholders fair value in the event of a proposed unsolicited business combination or similar transaction involving us. The plan was not adopted in response to any attempt to acquire us, and we are not aware of any such effort.

      Each right will initially entitle stockholders to purchase a fractional share of our preferred stock at an exercise price of $150. However, the rights are not immediately exercisable and will become exercisable only upon the occurrence of certain events. Upon certain other events, unless redeemed for $0.001 per right, the rights will become exercisable by holders, other than rights held by an unsolicited third party acquirer, for shares of common stock of us or of the third party acquirer having a value of twice the right’s then-current exercise price. Further details of the plan are outlined in a letter that will be mailed to stockholders as of the record date.

Shinei Sangyo Acquisition

      On June 24, 2001, we announced that we completed our acquisition of Singapore Shinei Sangyo Pte Ltd (Shinei), a privately held manufacturer and designer of enclosures for electronics products. Shinei, which will be renamed Shinei International, will be an independently operated subsidiary within our newly formed Power, Packaging and Cooling unit, and continues to market its services to other companies separately. As part of the transaction, we gain Shinei International’s specialized manufacturing and design capabilities, including custom enclosure design and prototyping, tooling and metal fabrication, enclosure assembly and top-level assembly for the server, networking, desktop PC and printer product markets.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

      This prospectus, the related prospectus supplement and the registration statement of which they are a part contain or incorporate by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but not limited to, business plans such as the integration of acquisitions and the potential effects of our Board of Director’s adoption of the stockholder rights plan. We intend that these forward-looking statements be subject to the safe harbors created by those provisions. These forward-looking statements are based on current expectations, forecasts and assumptions involving risks and uncertainties that could cause actual outcomes to differ materially. These statements are generally accompanied by words like “intend,” “anticipate,” “believe,” “estimate,” “expect,” or similar statements. These risks and uncertainties, which in some instances are beyond our control, include: global economic slowdown and declining customer demand and our ability to integrate acquired businesses successfully, risks associated with the cyclical nature of the electronics industry, the requirement to continue to reduce the cost of our products, the competitiveness of our industry, an increase in the cost of our raw materials and the ability to integrate the Shinei operations effectively. For more information about risks and uncertainties see —“Risk Factors” in the next section. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate. Therefore, we can give no assurance that the results contemplated in these forward-looking statements will be realized. The inclusion of this forward-looking information should not be regarded as a representation by our company or any other person that the future events, plans or expectations contemplated by our company will be achieved. Furthermore, past performance in operations and share price are not necessarily indicative of future performance. Solectron disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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RISK FACTORS

      An investment in our securities involves a high degree of risk. Before making an investment decision you should consider carefully the risks discussed in the risk factors below, in any documents incorporated herein by reference and the risk factors and other information contained in the prospectus supplement to this prospectus.

We are exposed to general economic conditions.

      As a result of recent unfavorable economic conditions and reduced capital spending, our sales have declined in the third quarter compared to the first two quarters of fiscal 2001. In particular, sales to OEMs in the telecommunications, workstation and server equipment manufacturing industry in the United States were impacted during the third quarter of fiscal 2001. If the economic conditions in the United States worsen or if a wider or global economic slowdown occurs, we may experience a material adverse impact on our business, operating results, and financial condition.

Significant Leverage; Debt Service

      Our ratio of earnings to fixed charges for the nine months ended May 31, 2001 was 2.10x as compared to 8.84x for the nine months ended May 31, 2000 which is the corresponding period for the prior year.

     As a result of the sale of certain securities described in this prospectus, our debt service obligations could increase substantially. The degree to which we may be leveraged could materially and adversely affect our ability to obtain financing for working capital, acquisitions or other purposes and could make us more vulnerable to industry downturns and competitive pressures. Our ability to meet our debt service obligations will be dependent upon our future performance, which will be subject to financial, business and other factors affecting our operations, many of which are beyond our control.

     We will require substantial amounts of cash to fund scheduled payments of principal and interest on our outstanding indebtedness, including the sale of certain securities described in this prospectus, future capital expenditures and any increased working capital requirements. If we are unable to meet our cash requirements out of cash flow from operations, there can be no assurance that we will be able to obtain alternative financing, that any such financing would be on favorable terms, or that we will be permitted to do so under the terms of our existing financing arrangements, or our financing arrangements in effect in the future. In the absence of such financing, our ability to respond to changing business and economic conditions, to make future acquisitions, to experience adverse operating results or to fund required capital expenditures or increased working capital requirements may be adversely affected.

Holding Company Structure

     Most of our operations are conducted through, and most of our assets are held by, our subsidiaries, and, therefore, we are dependent on the cash flow of our subsidiaries to meet our debt obligations, including our obligations under certain securities described in this prospectus. Except to the extent we may ourself be a creditor with recognized claims against our subsidiaries, all claims of creditors and holders of preferred stock, if any, of the subsidiaries will have priority with respect to the assets of such subsidiaries over the claims of our creditors, including holders of certain securities described in this prospectus.

The securities described in this prospectus will be effectively junior in right of payment to our senior secured debt and to obligations of our subsidiaries

     Certain securities described in this prospectus will be effectively subordinated to all our subsidiaries’ existing and future preferred stock, indebtedness and other liabilities. This is because our right to receive the assets of any of our subsidiaries upon their liquidation or reorganization will be effectively subordinated, by operation of law, to the claims of our subsidiaries’ creditors and interests of their preferred stockholders. These creditors include trade creditors. However, even if we are recognized as a creditor of any of our subsidiaries, our claims would be subordinated to any indebtedness of that subsidiary that is senior in right of payment to our claim. Our assets consist almost exclusively of our ownership interests in our direct and indirect subsidiaries and affiliated companies that operate our respective businesses. Our ability to satisfy our obligations on the securities described in this prospectus and to repay the principal of certain securities described in this prospectus depends on earnings and cash flows or sales of the shares or assets of our subsidiaries and affiliate companies and payment of funds by our subsidiaries or affiliated companies to us in the form of loans, dividends and otherwise. Some of our subsidiaries and other affiliates are parties to credit or other borrowing agreements that severely restrict or prohibit them from making distributions to us. The future operating performance of our subsidiaries and affiliated companies is also subject to general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control.

Most of our net sales comes from a small number of customers; if we lose any of these customers, our net sales could decline significantly.

      Most of our annual net sales come from a small number of our customers. Our 10 largest customers accounted for approximately 65% and 72% of net sales in the three- and nine-month periods ended May 31, 2001 and approximately 68% and 71% of net sales for the corresponding periods of fiscal 2000. Since we depend on continued net sales from our 10 largest customers, any material delay, cancellation or reduction of orders from these or other major customers could cause our net sales to decline significantly. Some of these customers individually account for more than 10 percent of our annual net sales. We cannot guarantee that we will be able to retain any of our 10 largest customers or any other accounts. In addition, our customers may materially reduce the level of services ordered from us at any time. This could cause a significant decline in our net sales and we may not be able to reduce the accompanying expenses at the same time. Moreover, our business, financial condition and results of operations will continue to depend significantly on our ability to obtain orders from new customers, as well as on the financial condition and success of our customers. Therefore, any adverse factors affecting any of our customers or their customers could have a material adverse effect on our business, financial condition and results of operations.

Our long-term contracts do not include minimum purchase requirements.

      Although we have long-term contracts with a few of our top 10 customers, including Cisco, Ericsson and Nortel under which these customers are obligated to obtain services from us, not all of them are obligated to purchase any minimum amount of services. As a result, we cannot guarantee that we will receive any net sales from these contracts. In addition, customers which we have long-term contracts with may materially reduce the level of services ordered at any time. This could cause a significant decline in our net sales, and we may not be able to reduce our accompanying expenses at the same time.

Possible fluctuation of operating results from quarter to quarter could affect the market price of our securities.

      Our quarterly earnings may fluctuate in the future due to a number of factors including the following:

• Differences in the profitability of the types of manufacturing services we provide. For example, high-velocity and low-complexity PCB and systems assembly services have lower gross margins than low-volume, high-complexity PCB and systems assembly services;

• Our ability to maximize the use of our equipment and facilities depends on the duration of the production run time for each job and customer;

• The amount of automation we can use in the manufacturing process for cost reduction varies, depending upon the complexity of the product being made;

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• Our ability to optimize the ordering of inventory as to timing and amount to avoid holding inventory in excess of immediate production needs;

• Fluctuations in demand for our services or the products being manufactured;

• Fluctuations in the availability and pricing of components;

• Timing of expenditures in anticipation of increased sales;

• Cyclicality in our target markets; and

• Expenses associated with acquisitions.

      Therefore, our operating results in the future could be below the expectations of securities analysts and investors. If this occurs, the market price of our securities could be harmed.

We depend upon the electronics industry, which continually produces technologically advanced products with short life cycles; our inability continually to manufacture such products’ cost effectively would harm our business.

      Most of our net sales are to companies in the electronics industry, which is subject to rapid technological change and product obsolescence. If our customers are unable to create products that keep pace with the changing technological environment, our customers’ products could become obsolete and the demand for our services could decline significantly. If we are unable to offer technologically advanced, cost-effective, quick-response manufacturing services to customers, demand for our services would also decline. In addition, a substantial portion of our net sales is derived from our ability to offer complete service solutions for our customers. For example, if we fail to maintain high-quality design and engineering services, our net sales would significantly decline.

      For our technology solutions business, we have experienced, and may in the future experience, delays from time to time in the development and introduction of new products. Moreover, we cannot ensure that we will be successful in selecting, developing, manufacturing and marketing new products or enhancements. We cannot ensure that defects or errors will not be found in our products after commencement of commercial shipments, which could delay the market acceptance of those products. The inability to introduce new products or enhancements could harm our business, financial condition and results of operations.

We depend on a limited or sole source of suppliers for critical components. The inability to obtain sufficient components as required would cause harm to our business.

      We depend on certain suppliers, including limited and sole source suppliers, to provide key components used in our products. We have experienced and may continue to experience delays in component deliveries, which could cause delays in product shipments and require the redesign of certain products. Also, for our technology solutions business, we depend on certain limited or sole source suppliers for critical components used for our memory module, communications card and embedded computer products. The electronics industry has experienced in the past, and may experience in the future, shortages in semiconductor devices, including DRAM, SRAM, flash memory, tantalum capacitors and other commodities that may be caused by such conditions as overall market demand surges or supplier production capacity constraints. Except for certain commodity parts, we generally have no written agreements with our suppliers. We cannot ensure that we will receive adequate component supplies on a timely basis in the future. The inability to continue to obtain sufficient components as required, or to develop alternative sources as required, could cause delays, disruptions or reductions in product shipments or require product redesigns, which could damage relationships with current or prospective customers, thereby causing harm to our business.

We potentially bear the risk of price increases associated with potential shortages in the availability of electronics components.

      At various times, there have been shortages of components in the electronics industry. One of the services that we perform for many customers is purchasing electronics components used in the manufacturing of the customers’ products. As a result of this

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service, we potentially bear the risk of price increases for these components if we are unable to purchase components at the pricing level anticipated to support the margins assumed in our agreements with our customers.

Our net sales could decline if our competitors provide comparable manufacturing services and improved products at a lower cost.

      We compete with different contract manufacturers, depending on the type of service we provide or the location of our operations. The memory module, communications card and embedded computer subsystem industries are also intensely competitive. Competitors may have greater manufacturing, financial, R&D and/or marketing resources than we have. In addition, we may not be able to offer prices as low as some of our competitors because those competitors may have lower cost structures as a result of their geographic location or the services they provide. Our inability to provide comparable or better manufacturing services at a lower cost than our competitors could cause our net sales to decline. We also expect our competitors to continue to improve the performance of their current products or services, to reduce their current products or service sales prices and to introduce new products or services that may offer greater performance and improved pricing. Any of these could cause a decline in sales, loss of market acceptance of our products or services, or profit margin compression.

We depend on the memory module product market.

      Most of our technology solutions net sales is derived from memory modular products. The market for these products is characterized by frequent transitions in which products rapidly incorporate new features and performance standards. A failure to develop products with required feature sets or performance standards or a delay as short as a few months in bringing a new product to market could reduce our net sales which may have a material adverse effect on our business, financial condition and results of operations. In addition, the market for semiconductor memory devices has been cyclical. The industry has experienced significant economic downturns at various times, characterized by diminished product demand, excess production, and accelerated erosion of average selling prices. In the past, there have been significant declines in the prices for DRAM, SRAM and flash memory. Similar occurrences in the future would reduce our profit.

We depend on the continuing trend of OEMs to outsource.

      A substantial factor in our revenue growth is attributable to the transfer of manufacturing and supply base management activities from our OEM customers. Future growth depends partially on new outsourcing opportunities. To the extent that these opportunities are not available, our future growth would be unfavorably impacted. These outsourcing opportunities may include the transfer of assets such as facilities, equipment and inventory.

If we are unable to manage our rapid growth and assimilate new operations cost effectively, our profitability could decline.

      We have experienced rapid growth over many years. Our historical growth may not continue. In recent years we have established operations throughout the world. For example, in fiscal 1998, we opened offices in Taipei, Taiwan; Norrkoping and Stockholm, Sweden; and commenced manufacturing operations in Guadalajara, Mexico; Suzhou, China; and Timisoara, Romania. Also in fiscal 1998, we acquired facilities in Sao Paulo, Brazil, and Dublin, Ireland. Furthermore, through acquisitions in fiscal 1998 and 1999, we added facilities in Columbia, South Carolina; Memphis, Tennessee; and enhanced our capabilities in Charlotte, North Carolina; Austin, Texas; and Milpitas, California.

      In fiscal 2000, we completed acquisitions of AMERICOM, SMART and Bluegum Group, each of which was accounted for as a pooling of interests. Through additional acquisitions, we also acquired facilities in Puerto Rico, Mexico, Canada, France, Sweden, Wales, France, Northern Ireland, and Australia.

      During the second quarter of fiscal 2001, we completed acquisitions of NatSteel Electronics Ltd (NEL), Sony’s manufacturing facilities in Japan and Taiwan and IBM’s repair center in the Netherlands. During the third quarter of fiscal 2001, we completed the acquisition of Centennial Technologies, Inc. During the fourth quarter of fiscal 2001, we completed the acquisition of Singapore Shinei Sangyo Pte Ltd and subsidiaries.

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      Our expansion and growth places a heavy strain on our personnel and management, manufacturing and other resources. Our ability to manage the expansion to date, as well as any future expansion, will require progressive increases in manufacturing capacity, enhancements or upgrades of accounting and other internal management systems, and implementation of various procedures and controls. We cannot ensure that significant problems in these areas will not occur. Any failure to enhance or expand these systems and implement such procedures and controls in an efficient manner and at a pace consistent with our business activities could harm our financial condition and results of operations. Also, in order to achieve anticipated revenue and other financial performance targets, we will continue to be required to manage our assets and operations efficiently. In addition, should we continue to expand geographically, we may experience certain inefficiencies from the management of geographically dispersed facilities.

      As we manage and continue to expand new operations, we may incur substantial infrastructure and working capital costs. If we do not achieve sufficient growth to offset increased expenses associated with rapid expansion, our profitability would decline.

We need to integrate our acquisitions successfully to maintain profitability.

      As we expand our operations through acquisitions and continue to evaluate acquisition opportunities, we may pursue additional acquisitions over time. These acquisitions involve risks, including:

• Integration and management of the operations;

• Retention of key personnel;

• Integration of purchasing operations and information systems;

• Retention of the customer base of acquired businesses;

• Management of an increasingly larger and more geographically disparate business; and

• Diversion of management’s attention from other ongoing business concerns.

      Our profitability will suffer if we are unable to integrate and manage recent acquisitions and pending acquisitions successfully including, in particular, the NEL, Shinei and Centennial transactions, as well as any future acquisitions that we might pursue, or if we do not achieve sufficient revenue to offset the increased expenses associated with these acquisitions.

Our non-U.S. locations represent a significant and growing portion of our net sales; we are increasingly exposed to risks associated with operating internationally.

      In the three- and nine-month periods ended May 31, 2001, approximately 58% and 49%, respectively, of our net sales came from sites outside the United States, while approximately 46% and 43%, of net sales came from sites outside the United States in the same periods of fiscal 2000. As a result of our foreign sales and facilities, our operations are subject to a variety of risks unique to international operations, including the following:

• Adverse changes in value of foreign currencies against the U.S. dollar in which our results are reported;

• Import and export duties, and value added taxes;

• Import and export regulation changes that could erode our profit margins or restrict exports;

• Potential restrictions on the transfer of funds;

• Inflexible employee contracts in the event of business downturns; and

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• The burden and cost of complying with foreign laws.

      In addition, we have operations in several emerging or developing economies that have a potential for higher risk. The risks associated with these economies include but are not limited to currency volatility and other economic or political risks. In the future, these factors may harm our results of operations. Solectron locations in emerging or developing economies include Indonesia, Mexico, Brazil, China, Malaysia and Romania. As of May 31, 2001 we had $220.8 million in cumulative foreign exchange translation losses on our balance sheet, primarily attributable to the devaluation of the Brazilian real in January of 1998. While, to date, these factors have not had a significant adverse impact on our results of operations, we cannot ensure that there will not be such an impact. Furthermore, while we may adopt measures to reduce the impact of losses resulting from volatile currencies and other risks of doing business abroad, we cannot ensure that such measures will be adequate.

      The Malaysian government adopted currency exchange controls, including controls on its currency, the ringgit, held outside Malaysia, and established a fixed exchange rate for the ringgit against the U.S. dollar. The fixed exchange rate provides a stable rate environment when applied to local expenses denominated in ringgit. The long-term impact of such controls is not predictable due to dynamic economic conditions that also affect or are affected by other regional or global economies.

      We have been granted a tax holiday effective through January 31, 2002, subject to some conditions, for our Malaysian sites. We have also been granted various tax holidays in China. These tax holidays are effective for various terms and are subject to some conditions. It is possible that the current tax holidays will be terminated or modified or that future tax holidays that we may seek will not be granted. If the current tax holidays are terminated or modified, or if additional tax holidays are not granted in the future, our effective income tax rate would likely increase.

We are exposed to fluctuations in foreign currency exchange rates.

      We do not use derivative financial instruments for speculative purposes. Our policy is to hedge our foreign currency denominated transactions in a manner that substantially offsets the effects of changes in foreign currency exchange rates. Presently, we use foreign currency borrowings and foreign currency forward contracts to hedge only those currency exposures associated with certain assets and liabilities denominated in non-functional currencies. Corresponding gains and losses on the underlying transaction generally offset the gains and losses on these foreign currency hedges.

      As of May 31, 2001, the majority of the foreign currency hedging contracts were scheduled to mature in less than three months and there were no material deferred gains or losses. In addition, our international operations in some instances act as a natural hedge because both operating expenses and a portion of sales are denominated in local currency. In these instances, including our current experience involving the devaluation of the Brazilian real, although an unfavorable change in the exchange rate of a foreign currency against the U.S. dollar would result in lower sales when translated to U.S. dollars, operating expenses would also be lower in these circumstances. Also, since less than 13% of our net sales for the nine-month period in fiscal 2001 are denominated in currencies other than U.S. dollar, we do not believe our total exposure is significant.

      We have currency exposures arising from both sales and purchases denominated in currencies other than the functional currency of our sites. Fluctuations in the rate of exchange between the currency of the exposure and the functional currency of our site could seriously harm our business, operating results and financial condition. For example, an increase in the rate at which a foreign currency is exchanged for U.S. dollars would require more of the foreign currency to equal a specified amount of U.S. dollars than before the rate increase. In such cases, and if we price our products and services in the foreign currency, we would receive less in U.S. dollars than we did before the rate increase went into effect. If we price our products and services in U.S. dollars and competitors price their products in local currency, an increase in the relative strength of the U.S. dollar would result in our prices being uncompetitive in market where business is transacted in the local currency.

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We are exposed to interest rate fluctuations.

      The primary objective of our investment activities is to preserve principal and at the same time, maximize yields without significantly increasing risk. To achieve this objective, we maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including both government and corporate obligations, certificates of deposit and money market funds. As of May 31, 2001, approximately 96% of our total portfolio was scheduled to mature in less than six months. In addition, our investments are diversified and of relatively short maturity.

      The following table presents the amounts of our cash equivalents and short-term investments that are subject to interest rate risk by calendar year of expected maturity and weighted average interest rates as of May 31, 2001:

		Expected Maturity
		Q12002		Q42002		Total		Fair Value
		(amounts in millions)
Cash equivalents and short-
	term investments		$1,122.8		$46.5	$	1,169.3	$	1,169.3
Average interest rate			4.70%		6.30%

      We have entered into an interest rate swap transaction under which we pay a fixed rate of interest hedging against the variable interest rates implicit in the rent charged by the lessor for the facility lease at Milpitas, California. The interest rate swap expires in the year 2002, which coincides with the maturity date of the lease term. As we intend to hold the interest rate swap until the maturity date, we are not subject to market risk. In substance, such interest rate swap has fixed the interest rate for the facility lease, thus reducing interest rate risk.

      Our long-term debt instruments are subject to fixed interest rates. In addition, the amount of principal to be repaid at maturity is also fixed. In the case of the convertible notes, such notes are based on fixed conversion ratios into common stock. Therefore, we are not exposed to variable interest rates related to our long-term debt instruments.

We may not be able to adequately protect or enforce our intellectual property rights; and we could become involved in intellectual property disputes.

      Our ability to compete effectively may be affected by our ability to protect our proprietary information. We hold a number of patents and other license rights. These patent and license rights may not provide meaningful protection for our manufacturing processes and equipment innovations. On June 23, 1999, we were served, along with 87 other companies including SMART, as a defendant in a lawsuit brought by the Lemelson Medical, Education & Research Foundation. The lawsuit alleged that we infringed certain of the plaintiff’s patents relating to machine vision and bar-code technology. We settled the lawsuit with respect to Solectron and all subsidiaries effective July 31, 2001, for an amount which is not expected to have a material impact on our financial condition or results of operations. In the semiconductor, computer, telecommunications and networking industries, companies receive notices from time to time alleging infringement of patents, copyrights or other intellectual property rights, and litigation sometimes arises out of such notices. For example, in January of 2000, SMART filed a lawsuit seeking to have declared invalid, and/or not infringed, three patents purportedly applicable to industry standard memory products, including those manufactured by SMART and the other manufacturers of these industry standard memory products. The owner of these patents brought a cross-complaint alleging patent infringement against SMART, and has also brought suit against several other memory product manufacturers alleging infringement of the three patents. We believe that SMART’s memory products do not infringe any valid claims of any of the three patents at issue. Moreover, we have been and may from time to time continue to be notified of claims that we may be infringing patents, copyrights or other intellectual property rights owned by other third parties. The current litigation or any other litigation could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations. In the future, third parties may assert infringement claims against us or our customers. In the event of an infringement claim, we may be required to spend a significant amount of money to develop a non-infringing alternative or to obtain licenses. We may not be successful in developing such an alternative or obtaining a license on reasonable terms, if at all. In addition, any such litigation could be lengthy, costly and could harm our financial condition.

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Failure to comply with environmental regulations could harm our business.

      As a company in the electronics manufacturing services industry, we are subject to a variety of environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing processes. Although we have never sustained any significant loss as a result of non-compliance with such regulations, any failure by us to comply with environmental laws and regulations could result in liabilities or the suspension of production. In addition, these laws and regulations could restrict our ability to expand our facilities or require us to acquire costly equipment or incur other significant costs to comply with regulations.

Our administrative facilities and principal business operations are located in California, and any disruption in the available power supply in California could disrupt our operations, reduce our revenues, and increase our expense.

      The State of California is in the midst of an energy crisis that could interrupt our power supply or that of the third-party service providers and thereby disrupt our operations, reduce our revenues, and increase our expenses. A substantial portion of our operating activities and facilities, including our headquarters and principal administrative facilities, are located in California. During acute power shortages, California has implemented, and may in the future continue to implement, rolling blackouts throughout the state. The rolling blackouts that have occurred to date have not materially disrupted the operations of our facilities. Should these blackouts continue or increase in severity, however, they could materially disrupt the operations of one or more of our facilities. Although we currently do not have backup generator or long-term alternate sources of power in the event of a blackout, we do have some flexibility to shift some manufacturing volume to other manufacturing sites around the world. If blackouts interrupt our power supply, we would be temporarily unable to continue operations at our affected facilities. Our current insurance does not provide coverage for any damages we or our customers may suffer as a result of any interruption in our power supply. Consequently, any interruption in our ability to continue operations at our facilities could damage our reputation, harm our ability to retain existing customers and to obtain new customers, and could result in lost revenue, any of which would substantially harm our business and results of operations.

      In addition, the utility deregulation program instituted in 1996 by the California government deregulated wholesale prices while continuing to regulate the retail prices charged by the electrical utilities. While wholesale prices have increased dramatically, retail prices have, until recently, not increased at a comparable rate. Our business is substantially dependent on the availability and price of electricity. If retail electricity prices rise dramatically, we would expect our expenses to increase, our operating results to be harmed, and the possible decline of our stock price.

Our stock price may be volatile due to factors outside of our control.

      Our stock price could fluctuate due to the following factors, among others:

• Announcements of operating results and business conditions by our customers;

• Announcements by our competitors relating to new customers, technological innovation or new services;

• Economic developments in the electronics industry as a whole;

• Political and economic developments in countries where we have operations; and

• General market conditions.

Our low stock price may reduce our diluted earnings per share.

      On January 27, 2002, we may become obligated to purchase, at the option of the holders, all or a portion of the outstanding 4.0% LYONs at a price of $510.03 per note (“Purchase Price”). We have the option to pay the Purchase Price of LYONs in cash or common stock or any combination thereof. If we elect to pay the Purchase Price, in whole or part, in shares of our common stock, the number of shares of common stock to be delivered shall equal the Purchase Price divided by the average of the Sale Prices of the common

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stock for the five trading day period ending on the third business day prior to January 27, 2002. The LYONs are convertible into common stock at a price of $34.13 per share or 14.944 shares per LYON. In the event that our stock price remains below $34.13 per share at January 27, 2002, we may have to issue additional shares to the holders. Accordingly, our diluted earnings per share may be reduced.

Failure to retain key personnel and skilled associates could hurt our operations.

      Our continued success depends to a large extent upon the efforts and abilities of key managerial and technical associates. Losing the services of key personnel could harm us. Our business also depends upon our ability to continue to attract and retain senior managers and skilled associates. Failure to do so could harm our operations.

Our anti-takeover defense provisions may deter potential acquirors and may depress our stock price.

      Our certificate of incorporation, bylaws and the stockholder rights plan recently approved by the Board of Directors, contain provisions that could make it more difficult for a third party to acquire, or may discourage a third party from attempting to acquire, control of Solectron. These provisions allow us to issue preferred stock with rights senior to those of our common stock and impose various procedural and other requirements that could make it more difficult for our stockholders to effect certain corporate actions.

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USE OF PROCEEDS

      Unless otherwise indicated in the prospectus supplement, the net proceeds from the sale of securities offered by this prospectus will be used for general corporate purposes, including capital expenditures and to meet working capital needs. We expect from time to time to evaluate the acquisition of businesses, products and technologies for which a portion of the net proceeds may be used. Pending such uses, we may invest the net proceeds in interest bearing securities. The proceeds from the sale of trust preferred securities would be invested by Solectron Capital Trust I in debt securities of Solectron.

RATIO OF EARNINGS TO FIXED CHARGES

      Ratio of earnings to combined fixed charges and preferred stock dividends is identical to the ratio of earnings to fixed charges because we have not issued any preferred stock. The ratio of earnings to fixed charges and the ratio of earnings to combined fixed charges and preferred stock dividends for each of the periods indicated is as follows:

Fiscal Year Ended

Nine Months Ended

August 31,

August 31,

August 31,

August 31,

August 31,

May 31,

May 31,

1996

1997

1998

1999

2000

2000

2001

Ratio of earnings to fixed charges

11.13x

10.10x

11.07x

8.70x

8.38x

8.84x

2.10x

      These computations include us and our consolidated subsidiaries. For these ratios, “earnings” represents (1) income before taxes before adjustment for minority interests in consolidated subsidiaries, (2) fixed charges (excluding capitalized interest), and (3) amortization of previously capitalized interest. Fixed charges consist of (1) interest on all indebtedness and amortization of debt discount and expense, (2) capitalized interest and (3) an interest factor attributable to rentals.

ACCOUNTING TREATMENT RELATING TO TRUST SECURITIES

      The financial statements of the trust will be consolidated with our financial statements, with the trust preferred securities shown on our consolidated financial statements outside of stockholders’ equity as the securities are Solectron-obligated mandatorily redeemable preferred securities of a subsidiary trust holding solely Solectron debt securities. Our financial statements will include a footnote that discloses, among other things, that the assets of the trust consist of our debt securities and will specify the designation, principal amount, interest rate and maturity date of the debt securities.

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DESCRIPTION OF THE DEBT SECURITIES

      The debt securities will either be our unsecured and unsubordinated debt securities, our unsecured subordinated debt securities, or our unsecured junior subordinated debt securities. The debt securities will be issued under one or more separate indentures between us and State Street Bank and Trust Company of California, N.A., as trustee. Senior debt securities will be issued under a senior indenture, subordinated debt securities will be issued under a subordinated indenture and junior subordinated securities will be issued under a junior subordinated indenture. Together, the senior indenture, the subordinated indenture and the junior subordinated indenture are called indentures. The prospectus, together with its prospectus supplement, will describe related terms of a particular series of debt securities.

      The following is a summary of selected provisions and definitions of the indentures. The summary of selected provisions of the indentures and the debt securities appearing below and in the applicable prospectus supplement are not complete and are subject to, and qualified entirely by reference to, all the provisions of the applicable indenture and certificates evidencing the applicable debt securities. For additional information, you should look at the applicable indenture and the certificate evidencing the applicable debt securities that have been or will be filed or incorporated by reference as exhibits to the registration statement which includes the prospectus. In this description of the debt securities, the words “Solectron”, “we”, “us” or “our” refer only to Solectron Corporation and not to any of our subsidiaries, unless we otherwise expressly state or the context otherwise requires.

      The following description sets forth selected general terms and provisions of the applicable indenture and debt securities to which any prospectus supplement may relate. Other specific terms of the applicable indenture and debt securities will be described in the applicable prospectus supplement. If any particular terms of the indenture or debt securities described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superceded by that prospectus supplement.

      The debt securities will be our obligation exclusively. Solectron is a holding company, substantially all of whose consolidated assets are held by its subsidiaries. Accordingly, the cash flow of Solectron and its consequent ability to service its debt and to pay amounts due with respect to its other obligations, including the debt securities, will be dependent upon the results of operations of its subsidiaries and the distribution of funds by its subsidiaries to Solectron. In addition, because Solectron is a holding company, the debt securities will be effectively subordinated to all existing and future liabilities and preferred stock of its subsidiaries. See “Risk Factors — Holding Company Structure.”

General

      Debt securities may be issued in separate series without limitation as to aggregate principal amount. One or more separate series of debt securities may be issued under any of the indentures. We may specify a maximum aggregate principal amount for the debt securities of any series.

      We are not limited as to the amount of debt securities we may issue under the indentures. The prospectus supplement will set forth, whether denominated in foreign or U.S. currency or any combination thereof:

• whether the debt securities are senior, subordinated or junior subordinated;

• the offering price;

• the title;

• any limit on the aggregate principal amount;

• the person who shall be entitled to receive interest, if any, if other than the record holder on the record date;

• the date the principal will be payable;

• the interest rate and method for calculating interest which may be fixed or floating or tied to an index or subject to adjustment or reset, if any, the date from which interest will accrue, the interest payment dates and the regular record dates;

• the place where payments may be made;

• any mandatory or optional redemption provisions;

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• if applicable, the method for determining how the principal, premium, if any, or interest will be calculated by reference to an index or formula;

• if other than U.S. currency, the currency or currency units in which principal, premium, if any, or interest will be payable and whether we or the holders may elect payment to be made in a different currency;

• the portion of the principal or accreted amount that will be payable upon acceleration of stated maturity, if other than the entire principal amount;

• if the principal amount payable at stated maturity will not be determinable as of any date prior to stated maturity, the amount which will be deemed to be the principal amount;

• any defeasance provisions if different from those described below under “Satisfaction and Discharge; Defeasance;”

• any conversion or exchange provisions;

• whether the debt securities will be issuable in the form of a global security;

• any subordination provisions;

• any deletions of, or changes or additions to, the events of default or covenants; and

• any other specific terms of such debt securities.

Unless otherwise specified in the prospectus supplement:

• the debt securities will be registered debt securities; and

• registered debt securities denominated in U.S. dollars will be issued in denominations of $1,000 or an integral multiple of $1,000.

      Debt securities may be sold at a substantial discount below their stated principal amount, bearing no cash interest or interest at a rate which at time of issuance is below market rates. We sometimes refer to these debt securities as “original issue discount securities.”

Exchange And Transfer

      Debt securities may be transferred or exchanged at the office of the security registrar or at the office of any transfer agent designated by us.

      We will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental charges associated with any transfer or exchange.

      In the event of any potential redemption of debt securities of any series, we will not be required to:

• issue, register the transfer of, or exchange, any debt security of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption and ending at the close of business on the day of the mailing; or

• register the transfer of or exchange any debt security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part.

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      We have initially appointed the trustee as the security registrar. Any transfer agent, in addition to the security registrar, initially designated by us will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

Global Securities

      The debt securities of any series may be represented, in whole or in part, by one or more global securities. Each global security will:

• be registered in the name of a depositary, or its nominee, that we will identify in a prospectus supplement;

• be deposited with the depositary or nominee or custodian; and

• bear any required legends.

      No global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary or any nominee unless:

• the depositary has notified us that it is unwilling or unable to continue as depositary or has ceased to be qualified to act as depositary and we have failed to appoint a successor depositary within 90 days after our receipt of that notice or our learning that the depositary is no longer so qualified;

• an event of default is continuing with respect to the debt securities of the applicable series; or

• any other circumstances described in a prospectus supplement.

      As long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered the sole owner and holder of the debt securities represented by the global security for all purposes under the indentures. Except in the above limited circumstances, owners of beneficial interests in a global security:

• will not be entitled to have the debt securities registered in their names;

• will not be entitled to physical delivery of certificated debt securities; and

• will not be considered to be holders of those debt securities under the indenture.

      Payments on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may impair the ability to transfer beneficial interests in a global security.

      Institutions that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants.

      Ownership of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with respect to participants’ interests, or any participant, with respect to interests of persons held by participants on their behalf.

      Payments, transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the depositary. The depositary policies and procedures may change from time to time. Neither we nor the trustee will have any responsibility or liability for the depositary’s or any participant’s records with respect to beneficial interests in a global security.

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Payment And Paying Agents

      The provisions of this paragraph will apply to the debt securities unless otherwise indicated in the prospectus supplement. Payment of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered at the close of business on the regular record date. Payment on debt securities of a particular series will be payable at the office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to the person entitled thereto or by wire transfer to a bank account maintained by the payee. The trustee will be designated as our initial paying agent.

      We may also name any other paying agents in the prospectus supplement. We may designate additional paying agents, change paying agents or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for the debt securities of a particular series.

      All moneys paid by us to a paying agent for payment on any debt security which remain unclaimed for a period of:

• 10 business days prior to the date the money would be turned over to the applicable state; or

• at the end of two years after such payment was due

will be repaid to us. Thereafter, the holder may look only to Solectron for such payment.

Consolidation, Merger And Sale Of Assets

      We may not consolidate with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to any person, unless:

• the successor, if any, is a U.S. corporation, limited liability company, partnership, trust or other entity;

• the successor assumes Solectron’s obligations on the debt securities and under the indentures;

• immediately after giving effect to the transaction, no default or event of default shall have occurred and be continuing; and

• certain other conditions are met.

Special Covenants Applicable to Issuance of Debt Securities to Our Trust

      Unless otherwise disclosed in a prospectus supplement, if we issue debt securities to the trust or a trustee of such trust in connection with the issuance of trust preferred securities of such trust, for so long as such trust preferred securities remain outstanding, we will:

• maintain 100 percent direct or indirect ownership of the common securities of such trust; provided, however, that any permitted successor of ours under the relevant indenture may succeed to our ownership of such common securities;

• use our reasonable efforts to cause such trust:

• to remain a statutory business trust, except in connection with the distribution of debt securities, the redemption of all of such trust preferred securities of such trust, or certain mergers, consolidations or amalgamations, each as permitted by the declaration of such trust; and

• to otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes; and

• to use our reasonable efforts to cause each holder of trust preferred securities to be treated as owning an individual beneficial interest in the debt securities.

Events Of Default

      Each indenture defines an event of default with respect to any series of debt securities issued under the indenture as one or more of the following events:

(1)	failure to pay principal of or any premium on any debt security of that series when due;
(2)	failure to pay any interest on any debt security of that series for 30 days when due;
(3)	failure to deposit any sinking fund payment in respect of any debt securities of that series when due;
(4)	failure to perform any other covenant in the indenture continued for 60 days after being given the notice required in the indenture;
(5)	our bankruptcy, insolvency or reorganization; and
(6)	any other event of default specified in the prospectus supplement.

      An event of default for one series of debt securities is not necessarily an event of default for any other series of debt securities.

      In addition, unless otherwise disclosed in a prospectus supplement, with respect to any of our debt securities issued to our trust in consideration of the proceeds of trust preferred securities issued by our trust, the following will also be events of default:

• the voluntary or involuntary dissolution, winding up or termination of such trust, except in connection with the distribution of debt securities to the holders of guaranteed trust preferred securities in liquidation of such trust, the redemption of all of the guaranteed trust preferred securities of such trust or certain mergers, consolidations or amalgamations, each as permitted by the declaration of such trust.

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      If an event of default, other than an event of default described in clause (5) above, shall occur and be continuing with respect to any series of debt securities, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series may declare the principal amount of the debt securities of that series (or if any debt securities of that series are original issue discount securities, such other amount as may be specified in the applicable prospectus supplement), together with accrued and unpaid interest, if any, thereon, to be due and payable immediately.

      If an event of default described in clause (5) above shall occur and be continuing with respect to the debt securities of any series, the principal amount of all the debt securities of that series (or if any debt securities of that series are original issue discount securities, such other amount as may be specified in the applicable prospectus supplement), together with accrued and unpaid interest, if any, thereon, will automatically become immediately due and payable.

      After acceleration the holders of a majority in aggregate principal amount of the outstanding securities of that series may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, or other specified amount or interest, have been cured or waived.

      Other than the duty to act with the required care during an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders unless the holders shall have offered to the trustee reasonable indemnity. Generally, the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or interest exercising any trust or power conferred on the trustee.

      A holder of debt securities of any series will not have any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture, unless:

(1)	the holder has previously given to the trustee written notice of a continuing event of default with respect to the debt securities of that series;
(2)	the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made a written request and have offered reasonable indemnity to the trustee to institute the proceeding; and
(3)	the trustee has failed to institute the proceeding and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series within 60 days after the original request.

      Holders may, however, sue to enforce the payment of principal, premium or interest on any debt security on or after the due date or to enforce the right, if any, to convert any debt security without following the procedures listed in (1) through (3) above.

      We will furnish the trustee an annual statement by our officers as to whether or not we are in default in the performance of the indenture and, if so, specifying all known defaults.

Modification And Waiver

      Solectron and the trustee may make modifications and amendments to an indenture with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series of debt securities affected by the modification or amendment.

      However, neither we nor the trustee may make any modification or amendment without the consent of the holder of each outstanding security affected by the modification or amendment if such modification or amendment would:

• change the stated maturity of any debt security;

• reduce the principal, premium, if any, or interest on any debt security or any amount payable upon redemption or repurchase, whether at our option or the option of any holder, or reduce the amount of any sinking fund payments;

• reduce the amount of an original issue discount security or any other debt security payable on acceleration of maturity;

• change the place of payment or the currency in which any debt security is payable;

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• impair the right to enforce any payment after the stated maturity or redemption date or to enforce any right to convert debt securities;

• if subordinated debt securities or junior subordinated debt securities, modify the subordination provisions in a manner adverse to any holder;

• adversely affect the right to convert any debt security; or

• reduce the percentage in principal amount of outstanding debt securities of any series the consent of whose holders is required for any amendment, modification or waiver under the indenture.

Satisfaction And Discharge; Defeasance

      We may be discharged from our obligations, subject to limited exceptions, on the debt securities of any series that have matured or will mature or are redeemed within one year if we deposit with the trustee enough cash to pay all the principal, interest and any premium due to the stated maturity date or redemption date of the debt securities. If we are discharged from our obligations on any series of subordinated debt securities or junior subordinated debt securities as described in this paragraph, the subordination provisions of the related indenture will no longer be applicable with respect to that series of debt securities.

      Each indenture contains a provision that permits us to elect:

• to be discharged from all of our obligations, subject to limited exceptions, with respect to any series of debt securities then outstanding; and/or

• to be released from our obligations with respect to any series of debt securities then outstanding under the following covenants and from the consequences of an event of default resulting from a breach of these covenants; we refer to this as “covenant defeasance”:

(1)	the limitations on sale and leaseback transactions under the senior indenture;
(2)	the limitations on secured debt under the senior indenture;
(3)	covenants as to payment of taxes and maintenance of properties; and
(4)	covenants as to merger, consolidation and transfer of assets.

      To make either of the above elections with respect to a series of debt securities, we must deposit in trust with the trustee enough money to pay in full the principal, interest and premium on the debt securities of that series. This amount may be made in cash and/or U.S. government obligations. As a condition to either of the above elections, we must deliver to the trustee an opinion of counsel that the holders of the debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of the action. If we satisfy the conditions applicable to either of the above elections with respect to any series of subordinated debt securities or junior subordinated debt securities, the subordination provisions applicable to the debt securities of that series will no longer be applicable.

      If we effect covenant defeasance with respect to any series of debt securities and those debt securities are declared due and payable because of the occurrence of an event of default (other than an event of default resulting from a breach of the covenants from which we have been released as a result of that covenant defeasance), the amount of moneys and/or U.S. government obligations deposited to effect that release may not be sufficient to pay amounts due on the debt securities of that series at the time of any acceleration resulting from that event of default. However, we would remain liable to make payments of those amounts due at the time of acceleration.

Notices

      Notices to holders will be given by mail to the addresses of the holders in the security register.

Governing Law

      The indentures and the debt securities will be governed by, and construed under, the law of the State of New York.

Regarding The Trustee

      The indentures limit the right of the trustee, should it become a creditor of Solectron, to obtain payment of claims or secure its claims.

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      The trustee is permitted to engage in certain other transactions with us. However, if the trustee acquires any conflicting interest and there is a default under the debt securities of any series for which they are trustee, the trustee must eliminate the conflict or resign.

Senior Debt Securities

      The senior debt securities will be unsecured and will rank equally in right of payment with all of our other unsecured and unsubordinated debt.

Covenants in the Senior Indenture

      Limitations on Liens. Neither we nor any restricted subsidiary will issue, incur, create, assume or guarantee any secured debt without securing the senior debt securities equally and ratably with or prior to that secured debt unless the sum of the following amounts would not exceed 10% of our consolidated net tangible assets:

• the total amount of all secured debt that the senior debt securities are not secured equally and ratably with; and

• the attributable debt in respect of sale and leaseback transactions entered into after the date of the issuance of the debt securities.

      We do include in the above calculation any sale and leaseback transactions described under clause (2) of “Limitation on Sale and Leaseback Transactions” below or any sale and leaseback transactions of principal property on which we or our restricted subsidiary would be able to incur secured debt on the principal property in an amount at least equal to the attributable debt with respect to mortgages permitted under the definition of secured debt.

      Limitations on Sale and Lease-back Transactions. Neither we nor any restricted subsidiary will enter into any lease longer than three years covering any principal property of ours or any restricted subsidiary that is sold to any other person in connection with that lease unless either:

(1)	we or any restricted subsidiary would be entitled to incur indebtedness secured by a mortgage on the principal property involved in such transaction at least equal in amount to the attributable debt with respect to the lease, without equally and ratably securing the senior debt securities, pursuant to “Limitation on Liens” described above; or
(2)	an amount equal to the greater of the following amounts is applied within 180 days to the retirement of our or any restricted subsidiary’s long-term debt or the purchase or development of comparable property:

(a)	the net proceeds from the sale;
(b)	the fair market value of the property at the time of the sale; or
(c)	the attributable debt with respect to the sale and leaseback transaction.

Definitions

      “attributable debt” with regard to a sale and leaseback transaction means the lesser of:

(1)	the fair market value of such property as determined in good faith by our board of directors; or
(2)	discounted present value of all net rentals under the lease.

      “consolidated net tangible assets” means the total amount of assets, less reserves and other deductible items, after deducting:

• all current liabilities;

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• all current maturities of debt having more than a 12 month maturity;

• all capital lease obligations;

• all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other similar intangibles, other than capitalized unamortized product development costs; and

• adjustments on account of minority interests of other persons holding stock of our subsidiaries.

      “mortgage” means a mortgage, security interest, pledge, lien, charge or other encumbrance.

      “principal property” means the land, improvements, buildings and fixtures owned by us or a restricted subsidiary located in the United States that constitutes our principal corporate office, any manufacturing plant or any manufacturing facility and has a book value in excess of 1% of our consolidated net tangible assets as of the determination date. Principal property does not include any property that our board of directors has determined not to be of material importance to the business conducted by us and our subsidiaries, taken as a whole.

      “restricted subsidiary” means any subsidiary that owns any principal property. “Restricted subsidiary” does not include:

• any subsidiary primarily engaged in financing receivables or in the finance business; or

• any of our less than 80% owned subsidiaries if the common stock of the subsidiary is traded on any national securities exchange or quoted on the Nasdaq National Market or over the counter.

      “secured debt” means any of our debt or any debt of a restricted subsidiary for borrowed money secured by a mortgage on any principal property or any stock or indebtedness of a restricted subsidiary. Secured debt does not include:

• mortgages on property, shares of stock or indebtedness or other assets of a corporation at the time it becomes a restricted subsidiary;

• mortgages on property, shares of stock or indebtedness or other assets existing at the time of acquisition by Solectron or a restricted subsidiary (including leases), or mortgages to secure payment of all or any part of the purchase price, or to secure any debt incurred within 180 days after the acquisition thereof, or in the case of property, the completion of construction, improvement or commencement of commercial operation of the property;

• mortgages to secure indebtedness owing to Solectron or to a restricted subsidiary;

• mortgages existing at the date of the senior indenture;

• mortgages on property existing at the time the person is merged or consolidated with us or a restricted subsidiary;

• mortgages on property at the time of a sale or lease of the properties of a person as an entirety or substantially as an entirety to us or a restricted subsidiary;

• mortgages incurred to finance the acquisition or construction of property secured by mortgages in favor of the United States or a political subdivision of the United States; or

• mortgages constituting any extension, renewal or replacement of any mortgage listed above to the extent the mortgage is not increased.

      “subsidiary” means:

• any corporation of which more than 66 2/3% is owned by us and/or by one or more or our other subsidiaries; and

• any partnership of which more than 66 2/3% of the equity capital or profit interest is owned by us or by one or more of our other subsidiaries.

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Subordinated Debt Securities

      The following provisions will be applicable with respect to each series of subordinated debt securities, unless otherwise stated in the prospectus supplement relating to that series of subordinated debt securities.

      The indebtedness evidenced by the subordinated debt securities is subordinated to the extent provided in the subordinated indenture to the prior payment in full of all senior indebtedness, including any senior debt securities.

      Upon any distribution of our assets upon any dissolution, winding up, liquidation or reorganization, payments on the subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash of all senior indebtedness.

      In the event of any acceleration of the subordinated debt securities of any series because of an event of default with respect to the subordinated debt securities of that series, holders of any senior indebtedness would be entitled to payment in full in cash of all senior indebtedness before the holders of subordinated debt securities are entitled to receive any payment or distribution.

      We are required promptly to notify holders of senior indebtedness if payment of the subordinated debt securities of any series is accelerated because of an event of default with respect to the subordinated debt securities of that series.

      We may also not make payment on the subordinated debt securities of any series if:

• a default in the payment of designated senior indebtedness occurs and is continuing; we refer to this as a “payment default”; or

• any other default occurs and is continuing with respect to designated senior indebtedness that permits holders of designated senior indebtedness to accelerate its maturity, and the trustee receives a payment blockage notice from us or some other person permitted to give the notice under the subordinated indenture; we refer to this as a “nonpayment default”.

      We may and shall resume payments on the subordinated debt securities:

• in case of a payment default, when the default is cured or waived; and

• in case of a nonpayment default, the earlier of when the default is cured or waived or 179 days after the receipt of the payment blockage notice if the maturity of the designated senior indebtedness has not been accelerated.

      No new payment blockage period may start unless:

• 365 days have elapsed from the effectiveness of the prior payment blockage notice; and

• all scheduled payments on the subordinated debt securities have been paid in full.

      No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the trustee shall be the basis for a subsequent payment blockage notice.

      As a result of these subordination provisions, in the event of our bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of the subordinated debt securities may receive less, ratably, than our other creditors. The subordination provisions will not prevent the occurrence of any event of default under the subordinated indenture.

      If the trustee or any holder receives any payment that should not have been made to them under the subordination provisions before all senior indebtedness is paid in full, then such payment will be held in trust for the holders of senior indebtedness.

Definitions

      “designated senior indebtedness” means our existing credit agreement and off-balance sheet real estate leases and any of our other senior indebtedness that expressly provides that it is “designated senior indebtedness.”

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      “indebtedness” means:

(1) all of our indebtedness, obligations and other liabilities for:

• borrowed money, including our obligations in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments; or

• evidenced by bonds, debentures, notes or similar instruments, whether or not the recourse of the lender is to the whole of our assets or to only a portion of our assets, other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;

(2)	all of our reimbursement obligations and other liabilities with respect to letters of credit, bank guarantees or bankers’ acceptances;
(3)	all of our obligations and liabilities in respect of leases required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on our balance sheet;
(4)	all of our obligations and other liabilities under any lease or related document (including a purchase agreement) in connection with the lease of real property which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and our obligations under such lease or related document to purchase or to cause a third party to purchase such leased property;
(5)	all of our obligations with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;
(6)	all of our direct or indirect guaranties or similar agreements in respect of, and obligations or liabilities to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another person of the kind described in clauses (1) through (5);
(7)	any of our indebtedness or other obligations of the trust described in clauses (1) through (5) secured by any mortgage, pledge, lien or other encumbrance existing on property which is owned or held by us regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by us; and
(8)	any and all deferrals, renewals, extensions, refinancings, replacements, restatements and refundings of, and amendments, modifications and supplements to any indebtedness, obligation or liability of the kind described in any one or more of clauses (1) through (7).

      “senior indebtedness” means, with respect to the subordinated debt securities, the principal of, premium, if any, interest including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, rent and all fees, costs, expenses and other amounts owed on or in respect of our indebtedness, whether outstanding on the date of the subordinated indenture or thereafter created, incurred, assumed or guaranteed by us (including all deferrals, renewals, extensions, refinancings, replacements, restatements and refundings of, and amendments, modifications and supplements to, the foregoing) (including, without limitation, our outstanding 7 3/8% Senior Notes due 2006 and our outstanding Liquid Yield Option Notes (Zero Coupon-Senior) due 2019, May 2020 and November 2020); except that senior indebtedness shall not include:

• any indebtedness that expressly provides it shall not be senior in right of payment to the subordinated debt securities or expressly provides that such indebtedness is pari passu or in right of payment with or junior or subordinated in right of payment to the subordinated debt securities;

• indebtedness to any of our subsidiaries;

• any obligation owing on or with respect to our junior subordinated debt securities;

• trade accounts payable or other current liabilities incurred in the ordinary course of business;

• indebtedness or other amounts owed by us for compensation to employees or for services rendered to us, and

• any liability for federal, state, local, foreign or other taxes owed or owing by us.

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Junior Subordinated Debt Securities

      The following provisions will be applicable with respect to each series of junior subordinated debt securities unless otherwise stated in the prospectus supplement relating to those junior subordinated debt securities.

      The indebtedness evidenced by the junior subordinated debt securities is subordinated to the extent provided in the junior subordinated indenture to the prior payment in full of all senior indebtedness, including any senior debt securities and any subordinated debt securities.

      Upon any distribution of our assets upon any dissolution, winding up, liquidation or reorganization, payments on the junior subordinated debt securities will be subordinated in right of payment to the prior payment in full in cash of all senior indebtedness.

      In the event of any acceleration of the junior subordinated debt securities of any series because of an event of default with respect to the subordinated debt securities of that series, holders of any senior indebtedness would be entitled to payment in full in cash of all senior indebtedness before the holders of junior subordinated debt securities are entitled to receive any payment or distribution.

      We are required to promptly notify holders of senior indebtedness if payment of the junior subordinated debt securities is accelerated because of an event of default with respect to the subordinated debt securities of that series.

      We may also not make payment on the junior subordinated debt securities of any series if:

• a default in the payment of designated senior indebtedness occurs and is continuing; we refer to this as a “payment default”; or

• any other default occurs and is continuing with respect to designated senior indebtedness that permits holders of designated senior indebtedness to accelerate its maturity, and the trustee receives a payment blockage notice from us or some other person permitted to give the notice under the subordinated indenture; we refer to this as a “nonpayment default”.

      We may and shall resume payments on the junior subordinated debt securities:

• in case of a payment default, when the default is cured or waived; and

• in case of a nonpayment default, the earlier of when the default is cured or waived or 179 days after the receipt of the payment blockage notice if the maturity of the designated senior indebtedness has not been accelerated.

      No new payment blockage period may start unless:

• 365 days have elapsed from the effectiveness of the prior payment blockage notice; and

• all scheduled payments on the subordinated debt securities have been paid in full.

      No nonpayment default that existed or was continuing on the date of delivery of any payment blockage notice to the trustee shall be the basis for a subsequent payment blockage notice.

      As a result of these subordination provisions, in the event of our bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of the junior subordinated debt securities may receive less, ratably, than our other creditors. The subordination provisions will not prevent the occurrence of any event of default under the junior subordinated indenture.

      If the trustee or any holder receives any payment that should not have been made to them under the subordination provisions before all senior indebtedness is paid in full, then such payment will be held in trust for the holders of senior indebtedness.

Definitions

      “designated senior indebtedness” means our existing credit agreement and off-balance sheet real estate leases and any of our other senior indebtedness that expressly provides that it is “designated senior indebtedness” or any subordinated indebtedness.

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      “indebtedness” means:

(1) all of our indebtedness, obligations and other liabilities for:

• borrowed money, including our obligations in respect of overdrafts, foreign exchange contracts, currency exchange agreements, interest rate protection agreements, and any loans or advances from banks, whether or not evidenced by notes or similar instruments; or

• evidenced by bonds, debentures, notes or similar instruments, whether or not the recourse of the lender is to the whole of our assets or to only a portion of our assets, other than any account payable or other accrued current liability or obligation incurred in the ordinary course of business in connection with the obtaining of materials or services;

(2)	all of our reimbursement obligations and other liabilities with respect to letters of credit, bank guarantees or bankers’ acceptances;
(3)	all of our obligations and liabilities in respect of leases required, in conformity with generally accepted accounting principles, to be accounted for as capitalized lease obligations on our balance sheet;
(4)	all of our obligations and other liabilities under any lease or related document (including a purchase agreement) in connection with the lease of real property which provides that we are contractually obligated to purchase or cause a third party to purchase the leased property and thereby guarantee a minimum residual value of the leased property to the lessor and our obligations under such lease or related document to purchase or to cause a third party to purchase such leased property;
(5)	all of our obligations with respect to an interest rate or other swap, cap or collar agreement or other similar instrument or agreement or foreign currency hedge, exchange, purchase or similar instrument or agreement;
(6)	all of our direct or indirect guaranties or similar agreements in respect of, and obligations or liabilities to purchase or otherwise acquire or otherwise assure a creditor against loss in respect of, indebtedness, obligations or liabilities of another person of the kind described in clauses (1) through (5);
(7)	any of our indebtedness or other obligations of the trust described in clauses (1) through (5) secured by any mortgage, pledge, lien or other encumbrance existing on property which is owned or held by us regardless of whether the indebtedness or other obligation secured thereby shall have been assumed by us; and
(8)	any and all deferrals, renewals, extensions, refinancings, replacements, restatements and refundings of, and amendments, modifications and supplements to any indebtedness, obligation or liability of the kind described in any one or more of clauses (1) through (7).

      “senior indebtedness” means, with respect to the subordinated debt securities, the principal of, premium, if any, interest including all interest accruing subsequent to the commencement of any bankruptcy or similar proceeding, rent and all fees, costs, expenses and other amounts owed on or in respect of our indebtedness, whether outstanding on the date of the subordinated indenture or thereafter created, incurred, assumed or guaranteed by us (including all deferrals, renewals, extensions, refinancings, replacements, restatements and refundings of, and amendments, modifications and supplements to, the foregoing) (including, without limitation, our outstanding 7 3/8% Senior Notes due 2006 and our outstanding Liquid Yield Option Notes (Zero Coupon-Senior) due 2019, May 2020 and November 2020); except that senior indebtedness shall not include:

• any indebtedness that expressly provides it shall not be senior in right of payment to the junior subordinated debt securities or expressly provides that such indebtedness is pari passu or in right of payment with or junior or subordinated in right of payment to the junior subordinated debt securities;

• indebtedness to any of our subsidiaries;

• trade accounts payable or other current liabilities incurred in the ordinary course of business,

• indebtedness or other amounts owed by us for compensation to employees or for services rendered to us, and

• any liability for federal, state, local, foreign or other taxes owed or owing by us.

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Subsequent Distribution to Holders of Trust Securities

      If we issue debt securities to the trust in connection with the issuance of trust preferred and trust common securities by the trust, those debt securities subsequently may be distributed to the holders of the trust preferred and trust common securities either:

• upon the dissolution of the trust; or

• upon the occurrence of events that we will describe in the prospectus supplement.

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DESCRIPTION OF THE TRUST PREFERRED SECURITIES

      The terms of the trust preferred securities will include those stated in the declaration of trust (as it may be amended and restated from time to time) and those made a part of that declaration by the Trust Indenture Act of 1939. For a complete description of the trust preferred securities, we encourage you to read the applicable prospectus supplement and the amended and restated declaration of trust, a form of which will be filed with the SEC. The summary of selected provisions of the trust preferred securities and the amended and restated declaration of trust appearing below and in the applicable prospectus supplement are not complete and are subject to, and qualified entirely by reference to, all of the provisions of the trust preferred securities and the amended and restated declaration of trust, which provisions are incorporated by reference in this prospectus. We urge you to read the amended and restated declaration of trust, which is available as described under “Where You Can Find More Information ”

      The following description sets forth selected general terms and provisions of the trust preferred securities and the amended and restated declaration of trust. Other specific terms of the trust preferred securities and the amended and restated declaration of trust may be described in a prospectus supplement. If any particular terms of the trust preferred securities or the amended and restated declaration of trust described in the prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.

      The prospectus supplement relating to trust preferred securities being offered will include specific terms relating to the offering. These terms will include some or all of the following, whether denominated in foreign, or, U.S. currency or any combination thereof:

• the designation of the trust preferred securities;

• the number of trust preferred securities issued by the trust;

• the annual distribution rate and the method for determining such rate and any conditions upon which distributions are payable, the distribution payment dates, the record dates for distribution payments, the additional amounts, if any, that may be payable with respect to the trust preferred securities;

• whether distributions will be cumulative and, if so, the dates from which distributions will be cumulative;

• the amounts that will be paid out of the assets of the trust, after the satisfaction of liabilities to creditors of the trust, to the holders of trust preferred securities upon liquidation or dissolution;

• any repurchase or redemption provisions;

• any preference or subordination rights upon a default or liquidation of the trust;

• any voting rights of the trust preferred securities in addition to those, if any, required by law;

• terms for any conversion or exchange of the trust preferred securities into other securities or property or conditions upon which assets of the trust would be distributed to holders;

• any rights to defer distributions on the trust preferred securities by extending the interest payment period on the related debt securities;

• if applicable, the exchange listing;

• whether the trust preferred securities will be issuable in the form of global securities; and

• any other relevant terms, rights, preferences, privileges, limitations or restrictions of the trust preferred securities.

      The regular trustees, on behalf of the trust and pursuant to the declaration of trust, will issue one class of trust preferred securities and one class of trust common securities. Unless otherwise stated in the applicable prospectus supplement, all of the trust common securities will be owned, directly or indirectly, by Solectron Corporation. The trust securities will represent undivided beneficial ownership interests in the assets of the trust. The amended and restated declaration of trust will authorize its regular trustee to issue on its behalf one series of common securities having terms including distributions, redemption, voting, liquidation rights or restrictions as shall be set forth in the amended and restated declaration. The terms of the common securities issued by the trust will be substantially identical to the terms of its trust preferred securities and the common securities will rank equally, and payments will be made thereon pro rata, with the trust preferred securities except that, upon an event of default under the amended and restated declaration, 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's preferred securities. Except in certain limited circumstances, the common securities will also carry the right to vote to appoint, remove or replace any of the trust's trustees.

Enforcement of Certain Rights by Holders of Trust Preferred Securities

      If an event of default under the amended and restated declaration of the trust occurs and is continuing, then the holders of its trust preferred securities would have to rely on the Delaware trustee enforcing against us its rights as a holder of the debt securities. In addition, 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 Delaware trustee or to direct the exercise of any trust or power conferred upon the Delaware trustee under the applicable declaration, including the right to direct the Delaware trustee to exercise the remedies available to it as a holder of the debt securities. If the Delaware trustee fails to enforce its rights under the debt securities, a holder of trust preferred securities may not institute a legal proceeding directly against us to enforce the Delaware trustee's rights under the applicable series of debt securities. Notwithstanding the foregoing, if an event of default under the applicable amended and restated declaration has occurred and is continuing and that event is attributable to our failure to pay interest or principal on the applicable series of debt securities when due, then a holder of trust preferred securities may directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the applicable series of debt securities having a principal amount equal to the aggregate liquidation amount of such holder's trust preferred securities on or after the respective due date for the applicable series of debt securities. In connection with such a direct action brought by a holder, we will be subrogated to the rights of such holder of trust preferred securities under the applicable amended and restated declaration to the extent of any payment made by us to such holder of preferred securities in such direct action.

      Except as described in the applicable prospectus supplement, the trust preferred securities will rank equally in right of payment and upon liquidation of the trust, and payments will be made thereon proportionately, with the trust common securities. The trust will use the proceeds from the issuance of its trust securities to purchase debt securities of Solectron. The property trustee of the trust will hold the debt securities in trust for the benefit of the holders of the trust securities. We will execute a guarantee agreement for the benefit of the holders of the trust preferred securities. The guarantee will not guarantee the payment of distributions on the trust preferred securities or any amounts payable on redemption or liquidation of the trust preferred securities to the extent the trust does not have funds on hand available to make such payments. Accordingly, the ability of the trust to make distributions and other payments on the trust preferred securities will depend upon the trust's receipt of interest and other payments made by Solectron Corporation on the debt securities purchased by the trust. If we do not make a required payment on the debt securities purchased by the trust, then the trust will not have sufficient funds to make the related distributions or other payments on the trust preferred securities.

      In the prospectus supplement we will also describe certain material United States federal income tax consequences and special considerations applicable to the trust preferred securities.

DESCRIPTION OF THE TRUST PREFERRED SECURITIES GUARANTEE

      Solectron will guarantee payments on the trust preferred securities as described in this section pursuant to a preferred securities guarantee agreement. The preferred securities guarantee agreement will be qualified as an indenture under the Trust Indenture Act. For a complete description of the trust preferred securities guarantees, we encourage you to read the prospectus supplement and the form of preferred securities guarantee agreement, which form will be filed with the SEC. The summary of selected provisions of the trust preferred securities guarantee and the preferred securities guarantee agreement appearing below and in any prospectus supplement are not complete and are subject to, and qualified entirely by reference to, all of the provisions of the preferred securities guarantee agreement, which provisions are incorporated by reference in this prospectus. We urge you to read the form of preferred securities guarantee agreement, which is available as described under “Where You Can Find More Information.”

      The following description sets forth selected general terms and provisions of the trust preferred securities guarantee and the preferred securities guarantee agreement. Other specific terms of the trust preferred securities guarantee and the preferred securities guarantee agreement may be described in the applicable prospectus supplement. If any particular terms of the trust preferred securities guarantee or the preferred securities guaranty agreement described in a prospectus supplement differ from any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.

      In this description of the trust preferred securities guarantee, the words “Solectron,” “we,” “us” or “our” and similar references refer only to Solectron Corporation and not to any of our subsidiaries, unless we otherwise expressly state or the context otherwise requires.

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      First Union Trust Company, as property trustee, will hold the guarantee for the benefit of the holders of trust preferred securities.

      We will agree to pay to the holders of trust preferred securities the following amounts to the extent not paid by the trust:

• any accumulated, if applicable, and unpaid distributions and any additional amounts with respect to the trust preferred securities and any redemption price for trust preferred securities called for redemption by the trust, if and only to the extent that the trust has funds available to make those payments; and

• payments upon the dissolution of the trust equal to the lesser of:

• the liquidation amount plus all accumulated, if applicable, and unpaid distributions and additional amounts, if any, on the trust preferred securities, if any, to the extent the trust has funds available to make those payments; and

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

      We will fix the redemption price and the liquidation amount and any additional amounts at the time the trust preferred securities are issued.

      We will not be required to make these liquidation payments if:

• the trust distributes the debt securities to the holders of trust preferred securities in exchange for their trust preferred securities; or

• the trust redeems the trust preferred securities in full upon the maturity or redemption of the debt securities; or

• if applicable, all of the trust preferred securities are converted into or exchanged for other securities.

      We may satisfy our obligation to make a guarantee payment either by making payment directly to the holders of trust preferred securities or to the property trustee for remittance to the holders or by causing the applicable trust to make the payment to them.

      A GUARANTEE IS A GUARANTEE FROM THE TIME OF ISSUANCE OF THE TRUST PREFERRED SECURITIES. THE GUARANTEE ONLY COVERS, HOWEVER, DISTRIBUTIONS AND OTHER PAYMENTS ON TRUST PREFERRED SECURITIES IF AND TO THE EXTENT THAT WE HAVE MADE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES TO THE PROPERTY TRUSTEE. IF SOLECTRON DOES NOT MAKE THOSE CORRESPONDING PAYMENTS ON THE DEBT SECURITIES, THE TRUST WILL NOT HAVE FUNDS AVAILABLE FOR PAYMENTS AND WE WILL HAVE NO OBLIGATION TO MAKE A GUARANTEE PAYMENT.

      Our obligations under the declaration of trust for the trust, the guarantee, the debt securities and the associated indenture taken together will provide a full and unconditional guarantee of payments due on the trust preferred securities as described herein and we will describe in greater specificity, in a prospectus supplement.

      Our obligations under the trust preferred securities guarantee may be our unsecured and unsubordinated obligations or our unsecured subordinated obligations. In the case of subordinated obligations, those obligations may be subordinated or junior subordinated obligations or may have such other relative ranking as is described in the applicable prospectus supplement.

      We will also separately guarantee the obligations of the trust with respect to its trust common securities to the same extent as the trust preferred securities guarantee, except that, in some cases, holders of the trust preferred securities will have priority over holders of the trust common securities with respect to distributions and payments on liquidation, redemption or otherwise.

      The trust preferred securities guarantee will be an obligation exclusively of Solectron. Solectron is a holding company, substantially all of whose consolidated assets are held by its subsidiaries. Accordingly, the cash flow of Solectron and its consequent ability to service its debt and to pay amounts due in respect of its other obligations, including the trust preferred securities guarantee, will be dependent upon the results of operations of its subsidiaries and the distribution of funds by its subsidiaries to Solectron. In addition, because Solectron is a holding company, the trust preferred securities guarantee will be effectively subordinated to all existing and future liabilities and preferred stock of its subsidiaries. See "Risk Factors — Holding Company Structure."

      Selected covenants of Solectron which will be included in the preferred securities guarantee agreement will be described in the applicable prospectus supplement.

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Amendments and Assignment

      We and the property trustee may amend the preferred securities guarantee agreement without the consent of any holder of trust preferred securities if the amendment does not adversely affect the rights of the holders in any material respect. In all other cases, we and the property trustee may amend the preferred securities guarantee agreement only with the prior approval of the holders of at least a majority of outstanding trust preferred securities issued by the trust.

      We may assign our obligations under the guarantees only to the surviving or transferee entity in connection with a consolidation, merger or asset sale involving us permitted under the indenture governing the debt securities held by the trust.

Termination of the Guarantee

The trust preferred securities guarantee will terminate upon:

• full payment of the redemption price of, plus accumulated and unpaid distributions on, all trust preferred securities of the trust;

• distribution of the related debt securities to the holders of the trust preferred securities or, if applicable, conversion or exchange of all of the outstanding trust preferred securities into our common stock or other securities; or

• full payment of the amounts payable upon liquidation of the trust.

      The trust preferred securities guarantee will, however, continue to be effective or will be reinstated if any holder of trust preferred securities must repay any amounts paid on those trust preferred securities or under the trust preferred securities guarantee.

Enforcement of the Guarantee

      Our obligations under a guarantee may be unsecured and effectively junior to all debt and preferred stock of our subsidiaries. BY YOUR ACCEPTANCE OF THE TRUST PREFERRED SECURITIES, YOU AGREE TO ANY SUBORDINATION PROVISIONS AND OTHER TERMS OF THE RELATED GUARANTEE. We will specify in a prospectus supplement the ranking of each guarantee with respect to our capital stock and other liabilities, including other guarantees.

      The property trustee will have the right to enforce the guarantee on your behalf. In most cases, the holders of a majority of outstanding trust preferred securities issued by the trust will have the right to direct the time, method and place of:

• conducting any proceeding for any remedy available to the property trustee; or

• exercising any trust or other power conferred upon that property trustee under the guarantee.

      The trust preferred securities guarantee will constitute a guarantee of payment and not merely of collection. This means that the property trustee may institute a legal proceeding directly against us to enforce the payment rights under the guarantee without first instituting a legal proceeding against any other person or entity.

      If the property trustee fails to enforce the guarantee or we fail to make any of our payments or other obligations under the guarantee, you may institute a legal proceeding directly against us to enforce your rights under the guarantee without first instituting a legal proceeding against the trust, the property trustee or any other person or entity.

Periodic Reports Under Guarantee

      We will be required to provide annually to the property trustee a statement as to our performance of our obligations and our compliance with all conditions under the guarantee.

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Duties of Property Trustee

      The property trustee normally will perform only those duties specifically set forth in the preferred securities guarantee agreement. If a default occurs under the preferred securities guarantee agreement, the property trustee will be required to use the same degree of care and skill in the exercise of its powers under the guarantee as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. The property trustee is under no obligation to exercise any of its rights or powers under the preferred securities guarantee agreement at the request or direction of holders of trust preferred securities unless it is offered security and indemnity satisfactory to it.

Governing Law

      New York law will govern the preferred securities guarantee agreement and the trust preferred securities guarantee.

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RELATIONSHIP AMONG THE TRUST PREFERRED SECURITIES, THE DEBT SECURITIES AND THE TRUST PREFERRED SECURITIES GUARANTEE

      To the extent set forth in the trust preferred securities guarantee and if the trust has funds available to make payments, we will irrevocably guarantee the payment of distributions and other amounts due on the trust preferred securities. If and to the extent we do not make payments on the debt securities held by the trust, the trust will not have sufficient funds to pay distributions or other amounts due on the trust preferred securities. The trust preferred securities guarantee does not cover any payment of distributions or other amounts due on the trust preferred securities unless the trust has sufficient funds for the payment of such distributions or other amounts. In such event, a holder of trust preferred securities may institute a legal proceeding directly against us to enforce payment of such distributions or other amounts to such holder after the respective due dates. We believe there is provided a full and unconditional guarantee on payments of distributions and other amounts due on the trust preferred securities, by virtue of our obligations under the declaration of trust for the trust, the debt securities held by the trust, the indenture and the guarantee taken together as described herein. No single document standing alone or operating in conjunction with fewer than all of the other documents constitutes what we mean by such guarantee. It is only the combined operation of these documents that we refer to when we say there is provided a full and unconditional guarantee of the trust’s obligations under the trust preferred securities. If any particular terms of the trust preferred securities, the declaration of trust, the debt securities held by the trust, the indenture or the guarantee described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed to have been superceded by that prospectus supplement.

Sufficiency of Payments

      As long as payments of interest and other amounts are made when due on the debt securities held by the trust, such payments will be sufficient to cover distributions and payments due on the trust securities because of the following factors:

• the aggregate principal amount of the debt securities 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 debt securities will match the distribution rate and distribution and other payment dates for the trust securities;

• we, as issuer of the debt securities, will pay, and the trust will not be obligated to pay, directly or indirectly, any costs, expenses, debts and obligations of the trust (other than with respect to the trust securities); and

• the declaration of trust further provides that the trust will not engage in any activity that is not consistent with the limited purposes of the trust.

      Notwithstanding anything to the contrary in the indenture, we have the right to set-off any payment we are otherwise required to make thereunder against and to the extent we have already made, or are concurrently on the date of such payment making, a related payment under the guarantee.

Enforcement Rights of Holders of Trust Preferred Securities

      The amended and restated declaration of trust, when executed, will provide that if we fail to make interest or other payments on the debt securities when due (taking account of any extension period), the holders of the trust preferred securities may direct the property trustee to enforce its rights under the applicable indenture. If the property trustee fails to enforce its rights under the indenture in respect of an event of default under the indenture, any holder of record of trust preferred securities may, to the fullest extent permitted by applicable law, institute a legal proceeding against us to enforce the property trustee’s rights under the indenture without first instituting any legal proceeding against

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the property trustee or any other person or entity. Notwithstanding the foregoing, if an event of default under the declaration of trust has occurred and is continuing and such event is attributable to our failure to pay interest, premium or principal on the debt securities on the date such interest, premium or principal is otherwise payable, then a holder of trust preferred securities may institute a direct action against us for payment of such holder’s pro rata share. If a holder brings such a direct action, we will be entitled to that holder’s rights under the applicable declaration of trust to the extent of any payment made by us to that holder.

      If we fail to make payments under the guarantee, a holder of trust preferred securities may institute a proceeding directly against us for enforcement of the guarantee for such payments.

Limited Purpose of Trust

      The trust preferred securities evidence undivided beneficial ownership interests in the assets of the trust, and the trust exists for the sole purpose of issuing and selling the trust securities and using the proceeds to purchase our debt securities. A principal difference between the rights of a holder of trust preferred securities and a holder of debt securities is that a holder of debt securities is entitled to receive from us the principal amount of and interest accrued on the debt securities held, while a holder of trust preferred securities is entitled to receive distributions and other payments from the trust (or from us under the guarantee) only if and to the extent the trust has funds available for the payment of such distributions and other payments.

DESCRIPTION OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

      We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock at a future date or dates, which we refer to herein as “stock purchase contracts.” The price per share of common stock and the number of shares of common stock may be fixed at the time the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts, and may be subject to adjustment under anti-dilution formulas. The stock purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and debt securities, preferred stock, trust preferred securities, debt obligations of third parties, including U.S. treasury securities, any other securities described in the applicable prospectus supplement or any combination of the foregoing, securing the holders’ obligations to purchase the common stock under the stock purchase contracts, which we refer to herein as “stock purchase units.” The stock purchase contracts may require holders to secure their obligations thereunder in a specified manner. The stock purchase contracts also may require us to make periodic payments to the holders of the stock purchase contracts or stock purchase units, as the case may be, or vice versa, and such payments may be unsecured or prefunded on some basis.

      The applicable prospectus supplement will describe the terms of the stock purchase contracts or stock purchase units. This description is not complete and the description in the prospectus supplement will not necessarily be complete, and reference is made to the stock purchase contracts, and, if applicable, collateral or depositary arrangements, relating to the stock purchase contracts or stock purchase units. If any particular terms of the stock purchase contracts or stock purchase units described in the prospectus supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement. Material United States federal income tax considerations applicable to the stock purchase units and the stock purchase contracts will also be discussed in the applicable prospectus supplement.

DESCRIPTION OF CAPITAL STOCK

      As of the date of this prospectus, our authorized capital stock consists of 1,601,200,000 shares. Those shares consist of (1) 1,600,000,000 shares designated as common stock, $0.001 par value, and (2) 1,200,000 shares designated as preferred stock, $0.001 par value. The only equity securities currently outstanding are shares of common stock. As of August 15, 2001, there were approximately 657,570,651 shares of common stock issued and outstanding.

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Preferred Stock

      The following description of preferred stock and the description of the terms of a particular series of preferred stock that will be set forth in the related prospectus supplement are not complete. These descriptions are qualified in their entirety by reference to the certificate of designation relating to that series. The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the certificate of designation relating to that series. The prospectus supplement also will contain a description of certain United States federal income tax consequences relating to the purchase and ownership of the series of preferred stock that is described in the prospectus supplement.

      As of August 28, 2001, there were no shares of preferred stock outstanding. The Board of Directors has the authority, without further action by the stockholders, to issue up to 1,200,000 shares of preferred stock in one or more series and to fix the following terms of the preferred stock:

• designations, powers, preferences, privileges;

• relative participating, optional or special rights; and

• the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences.

      Any or all of these rights may be greater than the rights of the common stock.

      The Board of Directors, without stockholder approval, can issue preferred stock with voting, conversion or other rights that could negatively affect the voting power and other rights of the holders of common stock. Preferred stock could thus be issued quickly with terms calculated to delay or prevent a change in control of Solectron or make it more difficult to remove our management. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock.

      The prospectus supplement will specify:

• the maximum number of shares;

• the designation of the shares;

• the annual dividend rate, if any, whether the dividend rate is fixed or variable, the date dividends will accrue, the dividend payment dates, and whether dividends will be cumulative;

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• the price and the terms and conditions for redemption, if any, including redemption at our option or at the option of the holders, including the time period for redemption, and any accumulated dividends or premiums;

• the liquidation preference, if any, and any accumulated dividends upon the liquidation, dissolution or winding up of Solectron’s affairs;

• any sinking fund or similar provision, and, if so, the terms and provisions relating to the purpose and operation of the fund;

• the terms and conditions, if any, for conversion or exchange of shares of any other class or classes of our capital stock or any series of any other class or classes, or of any other series of the same class, or any other securities or assets, including the price or the rate of conversion or exchange and the method, if any, of adjustment;

• the voting rights; and

• any or all other preferences and relative, participating, optional or other special rights, privileges or qualifications, limitations or restrictions.

      Preferred stock will be fully paid and nonassessable upon issuance.

Common Stock

      Holders of common stock are entitled to receive dividends declared by the Board of Directors, out of funds legally available for the payment of dividends, subject to the rights of holders of preferred stock. Currently, we are not paying dividends. Each holder of common stock is entitled to one vote per share. Upon any liquidation, dissolution or winding up of our business, the holders of common stock are entitled to share equally in all assets available for distribution after payment of all liabilities and provision for liquidation preference of shares of preferred stock then outstanding. The holders of common stock have no preemptive rights and no rights to convert their common stock into any other securities. There are also no redemption or sinking fund provisions applicable to the common stock.

      All outstanding shares of common stock are fully paid and nonassessable.

      Our common stock is listed on the New York Stock Exchange under the symbol “SLR.” The transfer agent and registrar for the common stock is Fleet National Bank N.A.

Delaware General Corporation Law Section 203

      We are a Delaware corporation subject to Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” transaction with an “interested stockholder” for a period of three years after the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner, as described below.

      The Section 203 restrictions do not apply if:

(1)	the business combination or transaction is approved by our Board of Directors before the date the interested stockholder obtained such status;
(2)	upon consummation of the transaction which resulted in the stockholder obtaining such status, the stockholder owned at least 85% of the shares of stock entitled to vote generally in the election of directors (the “voting stock”) that are outstanding at the time the transaction commenced. The 85% calculation does not include those shares:

• owned by directors who are also officers of the target corporation; or

• held by employee stock plans which do not permit employees to decide confidentially whether to accept a tender or exchange offer; or

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(3) if on or after the date the interested stockholder obtained such status, the business combination is approved by our Board of Directors and at a stockholder meeting by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.

      Generally, a “business combination” includes a merger, asset sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation’s voting stock. Section 203 may prohibit or delay mergers or other takeover or change in control attempts with respect to Solectron. As a result, Section 203 may discourage attempts to acquire us even though such transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

DESCRIPTION OF OUR WARRANTS

      This section describes the general terms and provisions of our securities warrants. The applicable prospectus supplement will describe the specific terms of the securities warrants offered through that prospectus supplement, as well as any general terms described in this section that will not apply to those securities warrants. If any particular terms of the securities warrants described in the prospectus supplement differ from any of the terms described below, then the terms described below will be deemed superceded by that prospectus supplement.

      We may issue securities warrants for the purchase of our debt securities, preferred stock, our common stock or trust preferred securities of the trust. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of securities warrants will be issued under a separate warrant agreement that we will enter into with State Street Bank and Trust Company N.A., or another bank or trust company, as warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent of in connection with the securities warrants and will not assume any obligation, or agency or trust relationship, with you. The forms of securities warrant agreements, including the forms of warrant certificates, will be filed with the SEC in connection with the offering of warrants. You should refer to the provisions of the securities warrant agreements for more specific information.

      The prospectus supplement relating to a particular issue of securities warrants will describe the terms of those securities warrants, including, where applicable:

• the exercise price for our debt securities, the amount of debt securities you will receive upon exercise, and a description of that series of debt securities;

• the exercise price for shares of our preferred stock, the number of shares of preferred stock you will receive upon exercise, and a description of that series of our preferred stock;

• the exercise price for shares of our common stock and the number of shares of common stock you will receive upon exercise;

• the expiration date;

• U.S. federal income tax consequences; and

• any other terms of the securities warrants.

      After your warrants expire they will become void. The prospectus supplement will describe how you may exercise your securities warrants. You must exercise warrants for our preferred stock or our common stock through payment in U.S. dollars. All securities warrants will be issued in registered form. The prospectus supplement may provide for the adjustment of the exercise price of the securities warrants.

      Until you exercise your warrants to purchase our debt securities, preferred stock, or common stock, you will not have any rights as a holder of our debt securities, preferred stock, or common stock, as the case may be, by virtue of your ownership of warrants.

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PLAN OF DISTRIBUTION

      We and the trust may sell the securities separately or together:

• through one or more underwriters or dealers in a public offering and sale by them;

• directly to investors; or

• through agents.

      We and the trust may sell the securities from time to time in one or more transactions:

• at a fixed price or prices, which may be changed from time to time;

• at market prices prevailing at the times of sale;

• at prices related to such prevailing market prices; or

• at negotiated prices.

      We and the trust will describe the method of distribution of the securities in the prospectus supplement.

      Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers (as their agents in connection with the sale of securities). These underwriters, dealers or agents may be considered to be underwriters under the Securities Act. As a result, discounts, commissions, or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. The prospectus supplement will identify any such underwriter, dealer or agent, and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

      Underwriters, dealers and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.

      We and the trust may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover over-allotments, if any, in connection with the distribution.

      All debt securities will be new issues of securities with no established trading market. Underwriters involved in the public offering and sale of debt securities may make a market in the debt securities. However, they are not obligated to make a market and may discontinue market making activity at any time. No assurance can be given as to the liquidity of the trading market for any debt securities.

      Underwriters or agents and their associates may be customers of, engage in transactions with or perform services for us in the ordinary course of business.

LEGAL MATTERS

      The validity of the issuance of Solectron’s securities offered by this prospectus will be passed upon for Solectron by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California. The validity of the issuance of securities by the trust will be passed upon by Richards, Layton & Finger, P.A., special Delaware counsel.

EXPERTS

      The consolidated financial statements and schedules of Solectron Corporation as of August 31, 2000 and 1999, and for each of the years in the three-year period ended August 31, 2000 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in auditing and accounting.

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WHERE YOU CAN FIND MORE INFORMATION

      We file reports, proxy statements and other information with the Commission, in accordance with the Securities Exchange Act of 1934. You may read and copy our reports, proxy statements and other information filed by us at the public reference facilities of the Commission in Washington, D.C., New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information about the public reference rooms. Our reports, proxy statements and other information filed with the Commission are available to the public over the Internet at the Commission’s World Wide Web site at http://www.sec.gov.

      The Commission allows us to “incorporate by reference” certain information we filed with them, which means that we can disclose important information by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus, except for information incorporated by reference which is superseded by information contained in this prospectus, any prospectus supplement or any document that we subsequently filed with the Commission that is incorporated or deemed to be incorporated by reference in this prospectus. Likewise, any statement in this prospectus or any document that is incorporated or deemed to be incorporated by reference will be deemed to have been modified or superseded to the extent that any statement contained in any document that we subsequently filed with the Commission that also is incorporated or deemed to be incorporated by reference or any statement in the accompanying prospectus supplement modifies or supersedes that statement. We incorporate by reference the documents listed below and any future filings made by us with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is complete.

• Annual Report on Form 10-K for the fiscal year ended August 25, 2000.

• Quarterly Report on Form 10-Q for the fiscal quarter ended December 1, 2000.

• Quarterly Report on Form 10-Q for the fiscal quarter ended March 2, 2001.

• Quarterly Report on Form 10-Q for the fiscal quarter ended June 1, 2001.

• Definitive Proxy Statement for the Annual Meeting of Stockholders held on January 18, 2001, filed December 11, 2000.

• Current Report on Form 8-K, filed September 6, 2000.

• Current Report on Form 8-K, filed November 7, 2000.

• Current Report on Form 8-K, filed November 21, 2000.

• Current Report on Form 8-K, filed December 22, 2000.

• Current Report on Form 8-K, filed January 3, 2001.

• Current Report on Form 8-K, filed January 10, 2001.

• Current Report on Form 8-K/A, filed March 20, 2001.

• Current Report on Form 8-K, filed May 2, 2001.

• Current Report on Form 8-K, filed July 3, 2001.

• Current Report on Form 8-K, filed August 14, 2001.

• Current Report on Form 8-K/A, filed August 17, 2001.

• The description of our common stock contained in our Registration Statement on Form 8-A filed with the Commission on July 18, 1988, and any amendment or report filed for the purpose of updating such description.

• The description of our Preferred Stock Rights Agreement contained in our Registration Statement on Form 8-A filed with the Commission on July 13, 2001, and any amendment or report filed for the purpose of updating such description.

      You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Susan S. Wang
Chief Financial Officer
Solectron Corporation
777 Gibraltar Drive
Milpitas, California 95035
(408) 957-8500

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      You should rely only on the information incorporated by reference or provided in this prospectus and any relevant prospectus supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of any security in any state where the offer is not permitted. You should not assume the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the cover of those documents.

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Part II

Information Not Required in the Prospectus

Item 14. Other Expenses of Issuance and Distribution

      The aggregate estimated (other than the registration fee) expenses to be paid in connection with this offering are as follows:

Securities and Exchange Commission registration fee		$	750,000
Trustee’s fees and expenses			50,000
Accounting fees and expenses			75,000
Legal fees and expenses			250,000
Printing and engraving			50,000
Blue sky fees and expenses			20,000
Transfer agent fees and expenses			25,000
Rating agencies’ fees			525,000
Miscellaneous			20,000
	Total	$	1,765,000

      The expenses listed above will be paid by Solectron Corporation.

Item 15. Indemnification of Directors and Officers of Solectron Corporation

Certificate of Incorporation

      Article 11 of Solectron Corporation’s Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, as the same now exists or may hereafter be amended, a director shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Delaware law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:

• for any breach of their duty of loyalty to the corporation or its stockholders,

• for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,

• for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or

• for any transaction from which the director derived an improper personal benefit.

Bylaws

      Article VI of Solectron Corporation’s Bylaws provides that we:

• will indemnify each director and officer who is or was a director or officer of the corporation, who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation, and

II-1

• may indemnify any person, other than directors and officers, who is or was an employee or agent of the corporation, who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation against expenses, including attorneys’ fees, judgments, fines and other amounts actually and reasonably incurred in connection with any proceeding.

      Unless indemnification is mandated by law or the order, judgment or decree of any court of competent jurisdiction, we shall not indemnify any person if such indemnification:

• would be inconsistent with a provision of our Certificate of Incorporation, Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification, or

• would be inconsistent with any condition expressly imposed by a court in approving a settlement.

      Solectron Corporation’s Bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether the Bylaws would permit indemnification. We currently maintain liability insurance for our officers and directors.

      We have entered into agreements to indemnify our directors and officers, in addition to the indemnification provided for in Solectron Corporation’s Certificate of Incorporation and Bylaws. These agreements, among other things, indemnify our directors and officers for certain expenses, including attorney’s fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of Solectron Corporation, arising out of such person’s services as a director or officer of Solectron Corporation, any subsidiary of Solectron Corporation or any other company or enterprise to which the person provides services at the request of Solectron Corporation.

      The form(s) of proposed Underwriting Agreement(s) to be filed as (an) Exhibit(s) hereto or incorporated by reference herein may include provisions regarding the indemnification of our officers and directors by the several Underwriters.

Item 16. Exhibits

      The following exhibits are filed herewith or incorporated by reference herein:

Exhibit
Number	Exhibit Title
1.1	Form of Underwriting Agreement.*
4.1	Form of Senior Indenture.***
4.2	Form of Subordinated Indenture.***
4.3	Form of Junior Subordinated Indenture.***
4.4	Form of Senior Debt Security (included in Exhibit 4.1).
4.5	Form of Subordinated Debt Security (included in Exhibit 4.2).
4.6	Form of Junior Subordinated Debt Security (included in Exhibit 4.3).
4.7	Certificate of Trust of Solectron Capital Trust I.***
4.8	Declaration of Trust of Solectron Trust I.***
4.9	Form of Amended and Restated Declaration of Trust.
4.10	Form of Trust Preferred Security (to be included in Exhibit 4.9).*
4.11	Form of Solectron Corporation Preferred Securities Guarantee Agreement.***
4.12	Form of Common Stock Certificate.*
4.13	Form of Preferred Stock Certificate of Designation.*
4.14	Form of Preferred Stock Certificate.*
4.15	Form of Warrant Agreement.*
4.16	Form of Warrant Certificate (to be included in Exhibit 4.15).*
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to Solectron Corporation.***
5.2	Opinion of Richards, Layton & Finger, P.A. relating to Solectron Capital Trust I.***
12.1	Computation of Ratio of Earnings to Fixed Charges.***
23.1	Consent of KPMG LLP, independent certified public accountants.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
24.1	Power of Attorney of certain directors and officers of Solectron Corporation (see page II-5 of this Form S-3).***
25.1	Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939.***
25.2	Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939.***
25.3	Form T-1 Statement of Eligibility of Trustee for the Junior Subordinated Indenture under the Trust Indenture Act of 1939.***
25.4	Form T-1 Statement of Eligibility for the Property Trustee under the Amended and Restated Declaration of Trust.
25.5	Form T-1 Statement of Eligibility of Guarantee Trustee under the Preferred Securities Guarantee Agreement.

*	To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended and incorporated herein by reference.
**	To be filed or incorporated by reference in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
***	Previously filed.

II-2

Item 17. Undertakings

      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:

(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act,
(b)	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 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement,
(c)	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 clauses (a) and (b) do not apply if the information required to be included in a post-effective amendment by such clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in the Registration Statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed 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 purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrants pursuant to the provisions described under Item 15 above, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 such 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 Registrants 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 itself is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

      The undersigned Registrants hereby undertake that:

(1)	For purposes of determining any 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 the registrants 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.
(3)	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 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(a) of the Act.

II-4

Signatures

      Pursuant to the requirements of the Securities Act, Solectron 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 Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on August 28, 2001.

SOLECTRON CORPORATION
By:	/s/ SUSAN S. WANG Susan S. Wang Chief Financial Officer (Principal Financial and Accounting Officer), Senior Vice President and Corporate Secretary

      Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
*KOICHI NISHIMURA, PH.D. Koichi Nishimura, Ph.D.	President, Chief Executive Officer and Chairman of the Board	August 28, 2001
/s/ SUSAN S. WANG Susan S. Wang	Chief Financial Officer (Principal Financial and Accounting Officer), Senior Vice President and Corporate Secretary	August 28, 2001
*WINSTON H. CHEN Winston H. Chen	Director	August 28, 2001
*RICHARD A. D’AMORE Richard A. D’Amore	Director	August 28, 2001
*CHARLES A. DICKINSON Charles A. Dickinson	Director	August 28, 2001
*HEINZ FRIDRICH Heinz Fridrich	Director	August 28, 2001

II-5

Signature	Title	Date
*WILLIAM A. HASLER William A. Hasler	Director	August 28, 2001
*KENNETH A. HAUGHTON, PH.D. Kenneth A. Haughton, Ph.D.	Director	August 28, 2001
*PAUL R. LOW, PH.D. Paul R. Low, Ph.D.	Director	August 28, 2001
*OSAMU YAMADA Osamu Yamada	Director	August 28, 2001
*By:    /s/ SUSAN S. WANG Susan S. Wang (Attorney-in-Fact)

Signatures

      Pursuant to the requirements of the Securities Act, Solectron Capital Trust I 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 Amendment to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on August 28, 2001.

SOLECTRON CAPITAL TRUST I

By:  Solectron Corporation, as Sponsor

By:  SUSAN S. WANG

II-6

Exhibit Index

Exhibit
Number	Exhibit Title
1.1	Form of Underwriting Agreement.*
4.1	Form of Senior Indenture.***
4.2	Form of Subordinated Indenture.***
4.3	Form of Junior Subordinated Indenture.***
4.4	Form of Senior Debt Security (included in Exhibit 4.1).
4.5	Form of Subordinated Debt Security (included in Exhibit 4.2).
4.6	Form of Junior Subordinated Debt Security (included in Exhibit 4.3).
4.7	Certificate of Trust of Solectron Capital Trust I.***
4.8	Declaration of Trust of Solectron Trust I.***
4.9	Form of Amended and Restated Declaration of Trust.
4.10	Form of Trust Preferred Security (to be included in Exhibit 4.9).*
4.11	Form of Solectron Corporation Preferred Securities Guarantee Agreement.***
4.12	Form of Common Stock Certificate.*
4.13	Form of Preferred Stock Certificate of Designation.*
4.14	Form of Preferred Stock Certificate.*
4.15	Form of Warrant Agreement.*
4.16	Form of Warrant Certificate (to be included in Exhibit 4.15).*
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to Solectron Corporation.***
5.2	Opinion of Richards, Layton & Finger, P.A. relating to Solectron Capital Trust I.***
12.1	Computation of Ratio of Earnings to Fixed Charges.***
23.1	Consent of KPMG LLP, independent certified public accountants.
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2).
24.1	Power of Attorney of certain directors and officers of Solectron Corporation (see page II-5 of this Form S-3).***
25.1	Form T-1 Statement of Eligibility of Trustee for Senior Indenture under the Trust Indenture Act of 1939.***
25.2	Form T-1 Statement of Eligibility of Trustee for Subordinated Indenture under the Trust Indenture Act of 1939.***
25.3	Form T-1 Statement of Eligibility of Trustee for the Junior Subordinated Indenture under the Trust Indenture Act of 1939.***
25.4	Form T-1 Statement of Eligibility for the Property Trustee under the Amended and Restated Declaration of Trust.
25.5	Form T-1 Statement of Eligibility of Guarantee Trustee under the Preferred Securities Guarantee Agreement.

*	To be filed by amendment or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended and incorporated herein by reference.
**	To be filed or incorporated by reference in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939.
***	Previously filed.

II-7 EX-4.9 3 f74560a2ex4-9.txt EXHIBIT 4.9 1 EXHIBIT 4.09 SOLECTRON CAPITAL TRUST I AMENDED AND RESTATED DECLARATION OF TRUST AMONG SOLECTRON CORPORATION, AS DEPOSITOR, FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS PROPERTY TRUSTEE, FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE, AND THE ADMINISTRATIVE TRUSTEES NAMED HEREIN Dated as of ____________, 2001 2 TABLE OF CONTENTS

PAGE ---- ARTICLE 1 DEFINED TERMS..........................................................................2 Section 101. Definitions.................................................................2 ARTICLE 2 ESTABLISHMENT OF THE TRUST............................................................10 Section 201. Name.......................................................................10 Section 202. Office of the Delaware Trustee; Principal Place of Business................10 Section 203. Initial Contribution of Trust Property; Organizational Expenses............11 Section 204. Issuance of the Trust Preferred Securities.................................11 Section 205. Issuance of the Common Securities; Subscription and Purchase of Debentures.......................................................................11 Section 206. Declaration of Trust.......................................................11 Section 207. Authorization to Enter into Certain Transactions...........................12 Section 208. Assets of Trust............................................................15 Section 209. Title to Trust Property....................................................15 ARTICLE 3 PAYMENT ACCOUNT.......................................................................15 Section 301. Payment Account............................................................15 ARTICLE 4 DISTRIBUTIONS; REDEMPTION.............................................................16 Section 401. Distributions..............................................................16 Section 402. Redemption.................................................................18 Section 403. Subordination of Common Securities.........................................20 Section 404. Payment Procedures.........................................................21 Section 405. Tax Returns and Reports....................................................21 Section 406. Payment of Taxes, Duties, etc..............................................21 Section 407. Payments Under Indenture...................................................21 ARTICLE 5 TRUST SECURITIES CERTIFICATES.........................................................22 Section 501. Initial Ownership..........................................................22 Section 502. The Trust Securities Certificates..........................................22 Section 503. Execution, Authentication and Delivery of Trust Securities Certificates.....................................................................22 Section 504. A Global Trust Preferred Security..........................................23 Section 505. Registration of Transfer and Exchange of Trust Preferred Securities Certificates..........................................................24 Section 506. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.........25 Section 507. Persons Deemed Securityholders.............................................26 Section 508. Access to List of Securityholders' Names and Addresses.....................26 Section 509. Maintenance of Office or Agency............................................26 Section 510. Appointment of Paying Agent................................................27 Section 511. Ownership of Common Securities by Depositor................................27 Section 512. Trust Securities Certificates..............................................28

-i- 3 Section 513. Notices to Clearing Agency.................................................28 Section 514. Rights of Securityholders..................................................28 ARTICLE 6 ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.............................................29 Section 601. Limitations on Voting Rights...............................................29 Section 602. Notice of Meetings.........................................................30 Section 603. Meetings of Trust Preferred Securityholders................................30 Section 604. Voting Rights..............................................................31 Section 605. Proxies, etc...............................................................31 Section 606. Securityholder Action by Written Consent...................................31 Section 607. Record Date for Voting and Other Purposes..................................31 Section 608. Acts of Securityholders....................................................32 Section 609. Inspection of Records......................................................33 ARTICLE 7 REPRESENTATIONS AND WARRANTIES........................................................33 Section 701. Representations and Warranties of the Bank and the Property Trustee .........................................................................33 Section 702. Representations and Warranties of the Delaware Bank and the Delaware Trustee.................................................................34 Section 703. Representations and Warranties of Depositor................................35 ARTICLE 8 TRUSTEES..............................................................................36 Section 801. Certain Duties and Responsibilities........................................36 Section 802. Certain Notices............................................................37 Section 803. Certain Rights of Property Trustee.........................................38 Section 804. Not Responsible for Recitals or Issuance of Securities.....................40 Section 805. May Hold Securities........................................................40 Section 806. Compensation; Indemnity; Fees..............................................40 Section 807. Corporate Property Trustee Required; Eligibility of Trustees...............41 Section 808. Conflicting Interests......................................................41 Section 809. Co-Trustees and Separate Trustee...........................................41 Section 810. Resignation and Removal; Appointment of Successor..........................43 Section 811. Acceptance of Appointment by Successor.....................................44 Section 812. Merger, Conversion, Consolidation or Succession to Business................45 Section 813. Preferential Collection of Claims Against Depositor or Trust...............45 Section 814. Reports by Property Trustee................................................45 Section 815. Reports to the Property Trustee............................................46 Section 816. Evidence of Compliance with Conditions Precedent...........................46 Section 817. Number of Trustees.........................................................46 Section 818. Delegation of Power........................................................47 Section 819. Voting.....................................................................47 ARTICLE 9 TERMINATION, LIQUIDATION AND MERGER...................................................47 Section 901. Termination Upon Expiration Date...........................................47 Section 902. Early Termination..........................................................47 Section 903. Termination................................................................48 Section 904. Liquidation................................................................48 -ii- 4 Section 905. Mergers, Consolidations, Amalgamations or Replacements of the Trust ...........................................................................50 ARTICLE 10 MISCELLANEOUS PROVISIONS.............................................................51 Section 1001. Limitation of Rights of Securityholders...................................51 Section 1002. Amendment.................................................................51 Section 1003. Separability..............................................................52 Section 1004. Governing Law.............................................................52 Section 1005. Payments Due on Non-Business Day..........................................52 Section 1006. Successors................................................................53 Section 1007. Headings..................................................................53 Section 1008. Reports, Notices and Demands..............................................53 Section 1009. Agreement not to Petition.................................................54 Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act....................54 Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and Indenture...........55 EXHIBITS Exhibit A Certificate of Trust Exhibit B Form of Common Securities Certificate Exhibit C Form of Expense Agreement Exhibit D Form of Trust Preferred Securities Certificate Exhibit E Form of Trust Preferred Securities Certificate of Authentication Exhibit F Certificate of Depositary Agreement -iii- 5 CROSS-REFERENCE TABLE

SECTION OF AMENDED AND RESTATED TRUST SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED AGREEMENT -------------------------------------------------- ------------------ 310(a)(1)........................................... 807 310(a)(2)........................................... 807 310(a)(3)........................................... 807 310(a)(4)........................................... 207(a)(ii) 310(b).............................................. 808 311(a).............................................. 813 311(b).............................................. 813 312(a).............................................. 507 312(b).............................................. 507 312(c).............................................. 507 313(a).............................................. 814(a) 313(a)(4)........................................... 814(b) 313(b).............................................. 814(b) 313(c).............................................. 1008 313(d).............................................. 814(c) 314(a).............................................. 815 314(b).............................................. Not Applicable 314(c)(1)........................................... 816 314(c)(2)........................................... 816 314(c)(3)........................................... Not Applicable 314(d).............................................. Not Applicable 314(e).............................................. 101, 816 315(a).............................................. 801(a), 803(a) 315(b).............................................. 802, 1008 315(c).............................................. 801(a) 315(d).............................................. 801, 803 316(a)(2)........................................... Not Applicable 316(b).............................................. Not Applicable 316(c).............................................. 607 317(a)(1)........................................... Not Applicable 317(a)(2)........................................... Not Applicable 317(b).............................................. 509 318(a).............................................. 1010

Note: This Cross-Reference Table does not constitute part of this Agreement and shall not affect the interpretation of any of its terms or provisions. -iv- 6 AMENDED AND RESTATED DECLARATION OF TRUST AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ______________, 2001, among (i) SOLECTRON CORPORATION, a Delaware corporation (including any successors or assigns, the "Depositor"), (ii) FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association with its principal place of business in the State of Delaware, as property trustee (the "Property Trustee" and, in its separate corporate capacity and not in its capacity as Property Trustee, the "Bank"), (iii) FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association with its principal place of business in the State of Delaware, as Delaware trustee (the "Delaware Trustee," and, in its separate corporate capacity and not in its capacity as Delaware Trustee, the "Delaware Bank") (iv) Susan Wang, an individual and Robert Hirt, an individual, each of whose address is c/o Company (each an "Administrative Trustee" and collectively the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and the Administrative Trustees referred to collectively as the "Trustees"), and (v) the several Holders (as hereinafter defined). RECITALS WHEREAS, the Depositor, the Delaware Trustee, and Susan Wang and Robert Hirt, each as an Administrative Trustee, have heretofore duly declared and established a business trust pursuant to the Delaware Business Trust Act by the entering into of that certain Trust Agreement, dated as of December 21, 1998 (the "Original Trust Agreement"), and by the execution and filing by the Delaware Trustee and the Administrative Trustees with the Secretary of State of the State of Delaware of the Certificate of Trust, filed on December 21, 1998, the form of which is attached as Exhibit A; and WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and the Administrative Trustees desire to amend and restate the Original Trust Agreement in its entirety as set forth herein to provide for, among other things, (i) the issuance of the Common Securities (as defined herein) by the Trust (as defined herein) to the Depositor; (ii) the issuance and sale of the Trust Preferred Securities as defined herein) by the Trust pursuant to the Underwriting Agreement (as defined herein); (iii) the acquisition by the Trust from the Depositor of all of the right, title and interest in the Debentures (as defined herein); and (iv) the appointment of the Trustees; 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 Securityholders (as defined herein), hereby amends and restates the Original Trust Agreement in its entirety and agrees as follows: 7 ARTICLE I DEFINED TERMS Section 101. Definitions. For all purposes of this Trust Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) the terms defined in this Article I have the meanings assigned to them in this Article I and include the plural as well as the singular; (b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; (c) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Trust Agreement; and (d) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Trust Agreement as a whole and not to any particular Article, Section or other subdivision. "Act" has the meaning specified in Section 608. "Additional Amount" means, with respect to Trust Securities of a given Liquidation Amount and/or a given period, the amount of additional interest accrued on interest in arrears and paid by the Depositor on a Like Amount of Debentures for such period. "Additional Interest" has the meaning specified in Section 1.1 of the Indenture. "Administrative Trustee" means each of Susan Wang and Robert Hirt, solely in his or her capacity as Administrative Trustee of the Trust formed and continued hereunder and not in his or her individual capacity, or such Administrative Trustee's successor in interest in such capacity, or any successor trustee appointed as herein provided. "Affiliate" means, with respect to a specified Person, (a) any Person directly or indirectly owning, controlling or holding with power to vote 10% or more of the outstanding voting securities or other ownership interests of the specified Person, any Person 10% or more of whose outstanding voting securities or other ownership interests are directly or indirectly owned, controlled or held with power to vote by the specified Person; (b) any Person directly or indirectly controlling, controlled by, or under common control with the specified Person; (c) a partnership in which the specified Person is a general partner; (d) any officer or director of the specified Person; and (e) if the specified Person is an individual, any entity of which the specified Person is an officer, director or general partner. "Authenticating Agent" means an authenticating agent with respect to the Trust Preferred Securities appointed by the Property Trustee pursuant to Section 503. -2- 8 "Bank" has the meaning specified in the Preamble to this Trust Agreement. "Bankruptcy Event" means, with respect to any Person: (a) the entry of a decree or order by a court having jurisdiction in the premises adjudging such Person a bankrupt or insolvent, or approving as properly filed a petition seeking liquidation or reorganization of or in respect of such Person under the United States Bankruptcy Code of 1978, as amended, or any other similar applicable federal or state law, and the continuance of any such decree or order unvacated and unstayed for a period of 90 days; or the commencement of an involuntary case under the United States Bankruptcy Code of 1978, as amended, in respect of such Person, which shall continue undismissed for a period of 90 days or entry of an order for relief in such case; or the entry of a decree or order of a court having jurisdiction in the premises for the appointment on the ground of insolvency or bankruptcy of a receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency of such Person or of its property, or for the winding up or liquidation of its affairs, and such decree or order shall have remained in force unvacated and unstayed for a period of 90 days; or (b) the institution by such Person of proceedings to be adjudicated a voluntary bankrupt, or the consent by such Person to the filing of a bankruptcy proceeding against it, or the filing by such Person of a petition or answer or consent seeking liquidation or reorganization under the United States Bankruptcy Code of 1978, as amended, or other similar applicable Federal or State law, or the consent by such Person to the filing of any such petition or to the appointment on the ground of insolvency or bankruptcy of a receiver or custodian or liquidator or trustee or assignee in bankruptcy or insolvency of such Person or of its property, or shall make a general assignment for the benefit of creditors. "Bankruptcy Laws" has the meaning specified in Section 1009. "Board Resolution" means a copy of a resolution certified by the Secretary of the Depositor to have been duly adopted by the Depositor's Board of Directors, or such committee of the Board of Directors or officers of the Depositor to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the appropriate Trustee. "Business Day" means a day other than a Saturday or Sunday, a day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or required by law, executive order or regulation to remain closed, or 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 Depositary Agreement" means the agreement among Depositor, Trust and DTC, as the initial Clearing Agency, dated as of the Closing Date, as the same may be amended and supplemented from time to time. "Certificate of Trust" means the certificate of trust filed with the Secretary of State of the State of Delaware with respect to the Trust, as amended or restated from time to time. -3- 9 "Change in 1940 Act Law" shall have the meaning set forth in the definition of "Investment Company Event." "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC shall be the initial Clearing Agency. "Clearing Agency Participant" means a broker, dealer, bank or 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 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 from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. "Common Security" means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of ____ and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein. "Common Securities Certificate" means a certificate evidencing ownership of Common Securities, substantially in the form attached as Exhibit B. "Company" means Solectron Corporation. "Corporate Trust Office" means the office at which, at any particular time, the corporate trust business of the Property Trustee or the Debenture Trustee, as the case may be, shall be principally administered, which office at the date hereof, in each such case, is located at One Rodney Square, 920 King Street, 1st Floor, Wilmington, Delaware 19801, Attn: Corporate Trust Administration. "Debenture Event of Default" means an "Event of Default" as defined in Section 7.1 of the Indenture. "Debenture Redemption Date" means, with respect to any Debentures to be redeemed under the Indenture, the date fixed for redemption under the Indenture. "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1 of the Indenture. "Debenture Trustee" means First Union Trust Company, National Association, a national banking association with its principal place of business in the State of Delaware and any successor thereto, acting not in its individual capacity but solely as trustee under the Indenture -4- 10 "Debentures" means the $___________ aggregate principal amount of the Depositor Floating Rate Subordinated Debentures due _____, issued pursuant to the Indenture. "Definitive Trust Preferred Securities Certificates" means Trust Preferred Securities Certificates issued in certified, fully registered form as provided in Section 513. "Delaware Bank" has the meaning specified in the Preamble to this Trust Agreement. "Delaware Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Delaware Code Sections 3801 et seq. as it may be amended from time to time. "Delaware Trustee" means the commercial bank or trust company identified as the "Delaware Trustee" in the Preamble to this Trust Agreement solely in its capacity as Delaware Trustee of the Trust formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor trustee appointed as herein provided. "Depositary" means DTC or any successor thereto. "Depositor" has the meaning specified in the Preamble to this Trust Agreement. "Distribution Date" has the meaning specified in Section 401(a). "Distributions" means amounts payable in respect of the Trust Securities as provided in Section 401. "DTC" means The Depository Trust Company. "Event of Default" means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) the occurrence of a Debenture Event of Default; or (b) default by the Trust in the payment of any Distribution when it becomes due and payable, and continuation of such default for a period of 30 days; or (c) default by the Trust in the payment of any Redemption Price of any Trust Security when it becomes due and payable; or (d) default in the performance, or breach, in any material respect, of any covenant or warranty of the Trustees in this Trust Agreement (other than a covenant or warranty a default in the performance of which or the breach of which is dealt with in clause (b) or (c), above) and continuation of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the defaulting Trustee or Trustees by the Holders of at least 25% in aggregate liquidation preference of the Outstanding Trust Preferred Securities a written notice -5- 11 specifying such default or breach and 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 and the failure by the Depositor to appoint a successor Property Trustee within 60 days thereof. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Expense Agreement" means the Agreement as to Expenses and Liabilities between the Depositor and the Trust, substantially in the form attached as Exhibit C, as amended from time to time. "Expiration Date" has the meaning specified in Section 901. "Extended Interest Payment Period" has the meaning specified in Section 4.1 of the Indenture. "Global Trust Preferred Securities Certificate" means a Trust Preferred Securities Certificate evidencing ownership of Global Trust Preferred Securities. "Global Trust Preferred Security" means a Trust Preferred Security, the ownership and transfer of which shall be made through book entries by a Clearing Agency as described herein. "Guarantee" means the Trust Preferred Securities Guarantee Agreement executed and delivered by the Depositor and First Union Trust Company, National Association, as trustee, contemporaneously with the execution and delivery of this Trust Agreement, for the benefit of the holders of the Trust Preferred Securities, as amended from time to time. "Indenture" means the Indenture, dated as of ____________, 2001, between the Depositor and the Debenture Trustee, as trustee, as amended or supplemented from time to time. "Investment Company Act," means the Investment Company Act of 1940, as amended, as in effect at the date of execution of this instrument. "Investment Company Event" means the receipt by the Trust and the Depositor of an Opinion of Counsel, rendered by a law firm having a recognized national tax and securities law practice, to the effect that, as a result of the occurrence of a change in law or regulation or a change in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or shall be considered an "investment company" that is required to be registered under the Investment Company Act, which Change in 1940 Act Law becomes effective on or after the date of original issuance of the Trust Preferred Securities under this Trust Agreement; provided, however, that the Depositor or the Trust shall have requested and received such an Opinion of Counsel with regard to such matters within a reasonable period of time after the Depositor or the Trust shall have become aware of the possible occurrence of any such event. -6- 12 "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership interest, hypothecation, assignment, security interest or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever. "Like Amount" means (a) with respect to a redemption of Trust Securities, Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of Debentures to be contemporaneously redeemed in accordance with the Indenture and the proceeds of which shall be used to pay the Redemption Price of such Trust Securities; and (b) with respect to a distribution of Debentures to Holders of Trust Securities in connection with a termination or liquidation of the Trust, Debentures having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Debentures are distributed. Each Debenture distributed pursuant to clause (b) above shall carry with it accrued interest in an amount equal to the accrued and unpaid interest then due on such Debentures. "Liquidation Amount" means the stated amount of ____ per Trust Security. "Liquidation Date" means the date on which Debentures are to be distributed to Holders of Trust Securities in connection with a termination and liquidation of the Trust pursuant to Section 904(a). "Liquidation Distribution" has the meaning specified in Section 904(d). "Officers' Certificate" means a certificate signed by the President or an Executive Vice President and by the Treasurer or the Vice President--Finance or the Secretary, of the Depositor, and delivered to the appropriate Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 816 shall be the principal executive, financial or accounting officer of the Depositor. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Trust Agreement shall include: (a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto; (b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate; (c) a statement that each such officer has made such examination or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and (d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with. "Opinion of Counsel" means an opinion in writing of independent, outside legal counsel for the Trust, the Property Trustee, the Delaware Trustee or the Depositor, who shall be reasonably acceptable to the Property Trustee. -7- 13 "Original Trust Agreement" has the meaning specified in the Recitals to this Trust Agreement. "Outstanding", when used with respect to Trust Preferred Securities, means, as of the date of determination, all Trust Preferred Securities theretofore executed and delivered under this Trust Agreement, except: (a) Trust Preferred Securities theretofore canceled by the Property Trustee or delivered to the Property Trustee for cancellation; (b) Trust Preferred Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Property Trustee or any Paying Agent for the Holders of such Trust Preferred Securities; provided that, if such Trust Preferred Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Trust Agreement; and (c) Trust Preferred Securities which have been paid or in exchange for or in lieu of which other Trust Preferred Securities have been executed and delivered pursuant to Sections 504, 505, 511 and 513; provided, however, that in determining whether the Holders of the requisite Liquidation Amount of the Outstanding Trust Preferred Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Trust Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor or any Trustee shall be disregarded and deemed not to be Outstanding, except that (a) in determining whether any Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Trust Preferred Securities that such Trustee knows to be so owned shall be so disregarded; and (b) the foregoing shall not apply at any time when all of the outstanding Trust Preferred Securities are owned by the Depositor, one or more of the Trustees and/or any such Affiliate. Trust Preferred Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Administrative Trustees the pledgee's right so to the Depositor or any Affiliate of the Depositor. "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section 509 and shall initially be the Bank. "Payment Account" means a segregated non-interest-bearing corporate trust account maintained by the Property Trustee with the Bank in its trust department for the benefit of the Securityholders in which all amounts paid in respect of the Debentures shall be held and from which the Property Trustee shall make payments to the Securityholders in accordance with Sections 401 and 402. "Person" means any individual, corporation, partnership, joint venture, trust, limited liability company or corporation, unincorporated organization or government or any agency or political subdivision thereof. "Property Trustee" means the commercial bank or trust company identified as the "Property Trustee," in the Preamble to this Trust Agreement solely in its capacity as Property Trustee of the -8- 14 Trust heretofore formed and continued hereunder and not in its individual capacity, or its successor in interest in such capacity, or any successor property trustee appointed as herein provided. "Redemption Date" means, with respect to any Trust Security to be redeemed, the date fixed for such redemption by or pursuant to this Trust Agreement; provided that each Debenture Redemption Date and the stated maturity of the Debentures shall be a Redemption Date for a Like Amount of Trust Securities. "Redemption Price" means, with respect to any Trust Security, the Liquidation Amount of such Trust Security, plus accumulated and unpaid Distributions to the Redemption Date, plus the related amount of the premium, if any, paid by the Depositor upon the concurrent redemption of a Like Amount of Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among the Trust Securities. "Relevant Trustee" shall have the meaning specified in Section 810. "Securities Register" and "Securities Registrar" have the respective meanings specified in Section 504. "Securityholder" or "Holder" means a Person in whose name a Trust Security or Trust Securities is registered in the Securities Register; any such Person is a beneficial owner within the meaning of the Delaware Business Trust Act. "Trust" means the Delaware business trust created and continued hereby and identified on the cover page to this Trust Agreement. "Trust Agreement" means this Amended and Restated Trust Agreement, as the same may be modified, amended or supplemented in accordance with the applicable provisions hereof, including all exhibits hereto, including, for all purposes of this Trust Agreement and any such modification, amendment or supplement, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this Trust Agreement and any such modification, amendment or supplement, respectively. "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended, 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, as amended, is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended. "Trust Preferred Securities Certificate" means a certificate evidencing ownership of Trust Preferred Securities, substantially in the form attached as Exhibit D. "Trust Preferred Security" means a preferred undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $10 and having the rights provided therefor in this Trust Agreement, including the right to receive Distributions and a Liquidation Distribution as provided herein. -9- 15 "Trust Property" means (a) the Debentures; (b) the rights of the Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to, the Payment Account; and (d) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Property Trustee pursuant to the trusts of this Trust Agreement. "Trust Security" means any one of the Common Securities or the Trust Preferred Securities. "Trust Securities Certificate" means any one of the Common Securities Certificates or the Trust Preferred Securities Certificates. "Trustees" means, collectively, the Property Trustee, the Delaware Trustee and the Administrative Trustees. "Underwriting Agreement" means the Underwriting Agreement, dated as of ____________, 2001, among the Trust, the Depositor and the Underwriters named therein. ARTICLE II ESTABLISHMENT OF THE TRUST Section 201. Name. The Trust continued hereby shall be known as "Solectron Capital Trust I," as such name may be modified from time to time by the Administrative Trustees following written notice to the Holders of Trust Securities and the other Trustees, in which name the Trustees may engage in the transactions contemplated hereby, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. Section 202. Office of the Delaware Trustee; Principal Place of Business. The address of the Delaware Trustee in the State of Delaware is c/o First Union Trust Company, National Association, One Rodney Square, 920 King Street, 1st Floor, Wilmington, Delaware 19801, Attn: Corporate Trust Administration, or such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Securityholders and the Depositor. The principal executive office of the Trust is c/o Solectron Corporation, 777 Gibraltar Dr., Milpitas, CA 95035. Section 203. Initial Contribution of Trust Property; Organizational Expenses. The Trustees acknowledge receipt in trust from the Depositor in connection with the Original Trust Agreement of the sum of $10, which constituted the initial Trust Property. The Depositor shall pay organizational expenses of the Trust as they arise or shall, upon request of any Trustee, promptly reimburse such Trustee for any such expenses paid by such Trustee. The Depositor shall make no claim upon the Trust Property for the payment of such expenses. -10- 16 Section 204. Issuance of the Trust Preferred Securities. On ____________, 2001, the Depositor and an Administrative Trustee, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver in accordance with the Underwriting Agreement, Trust Preferred Securities Certificates, registered in the name of Persons entitled thereto in an aggregate amount of ____________ Trust Preferred Securities having an aggregate Liquidation Amount of $___________ against receipt of the aggregate purchase price of such Trust Preferred Securities of $__________, which amount such Administrative Trustee shall promptly deliver to the Property Trustee. Section 205. Issuance of the Common Securities; Subscription and Purchase of Debentures. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 502 and deliver to the Depositor, Common Securities Certificates, registered in the name of the Depositor, in an aggregate amount of Common Securities having an aggregate Liquidation Amount of $_________ against payment by the Depositor of such amount. Contemporaneously therewith, an Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase from the Depositor Debentures, registered in the name of the Property Trustee on behalf of the Trust and having an aggregate principal amount equal to $_____________, and, in satisfaction of the purchase price for such Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the sum of $_____________. Section 206. Declaration of Trust. The exclusive purposes and functions of the Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Debentures; and (b) to engage in those activities necessary, advisable or incidental thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it shall hold the Trust Property in trust upon and subject to the conditions set forth herein for the benefit of the Securityholders. The Administrative Trustees shall have all rights, powers and duties set forth herein and in accordance with applicable law with respect to accomplishing the purposes of the Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities, of the Property Trustee or the Administrative Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act. Section 207. Authorization to Enter into Certain Transactions. (a) The Trustees shall conduct the affairs of the Trust in accordance with the terms of this Trust Agreement. Subject to the limitations set forth in paragraph (b) of this -11- 17 Section 207 and Article VIII, and in accordance with the following provisions (i) and (ii), the Administrative Trustees shall have the authority to enter into all transactions and agreements determined by the Administrative Trustees to be appropriate in exercising the authority, express or implied, otherwise granted to the Administrative Trustees under this Trust Agreement, and to perform all acts in furtherance thereof, including without limitation, the acts set forth in the following provision (i) and the Property Trustee shall have the authority to act, each as set forth below: (i) As among the Trustees, each Administrative Trustee, acting singly or jointly, shall have the power and authority to act on behalf of the Trust with respect to the following matters: (A) the issuance and sale of the Trust Securities and the compliance with the Underwriting Agreement in connection therewith; (B) to cause the Trust to enter into, and to execute, deliver and perform on behalf of the Trust, the Expense Agreement and such other agreements or documents as may be necessary or desirable in connection with the purposes and function of the Trust; (C) assisting in the registration of the Trust Preferred Securities under the Securities Act of 1933, as amended, and under state securities or blue sky laws, and the qualification of this Trust Agreement as a trust indenture under the Trust Indenture Act; (D) assisting in the quotation of the Trust Preferred Securities upon the OTC Bulletin Board or the listing on such securities exchange or exchanges as shall be determined by the Depositor, the registration of the Trust Preferred Securities under the Exchange Act, the compliance with the quotation requirements of the OTC Bulletin Board or the listing requirements of the applicable securities exchange and the preparation and filing of all periodic and other reports and other documents pursuant to the foregoing; (E) the sending of notices (other than notices of default) and other information regarding the Trust Securities and the Debentures to the Securityholders in accordance with this Trust Agreement; (F) the appointment of a Paying Agent, authenticating agent and Securities Registrar in accordance with this Trust Agreement; (G) to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware; (H) to take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory business trust under the laws of the State of Delaware and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Holders of the Trust Preferred Securities or to enable the Trust to effect the purposes for which the Trust was created; and -12- 18 (I) the taking of any action incidental to the foregoing as the Administrative Trustees may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder). (ii) As among the Trustees, the Property Trustee shall have the power, duty and authority to act on behalf of the Trust with respect to the following matters: (A) the establishment of the Payment Account; (B) the receipt of the Debentures; (C) the collection of interest, principal and any other payments made in respect of the Debentures in the Payment Account; (D) the distribution of amounts owed to the Securityholders in respect of the Trust Securities in accordance with the terms of this Trust Agreement; (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 Securityholders in accordance with this Trust Agreement; (G) the distribution of the Trust Property in accordance with the terms of this Trust Agreement; (H) to the extent provided in this Trust Agreement, the winding up of the affairs of and liquidation of the Trust; (I) after an Event of Default, the taking of any action incidental to the foregoing as the Property Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Trust Agreement and protect and conserve the Trust Property for the benefit of the Securityholders (without consideration of the effect of any such action on any particular Securityholder); (J) registering transfers of the Trust Securities in accordance with this Trust Agreement; and (K) except as otherwise provided in this Section 207(a)(ii), the Property Trustee shall have none of the duties, liabilities, powers or the authority of the Administrative Trustees set forth in Section 207(a)(i). (b) So long as this Trust Agreement remains in effect, the Trust (or the Trustees acting on behalf of the Trust) shall not undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. In particular, the Trustees shall not (i) acquire -13- 19 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 Securityholders, except as expressly provided herein; (iii) take any action that would cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax purposes; (iv) incur any indebtedness for borrowed money or issue any other debt; or (v) take or consent to any action that would result in the placement of a Lien on any of the Trust Property. The Administrative Trustees shall defend all claims and demands of all Persons at any time claiming any Lien on any of the Trust Property adverse to the interest of the Trust or the Securityholders in their capacity as Securityholders. (c) In connection with the issue and sale of the Trust Preferred Securities, the Depositor shall have the right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Depositor in furtherance of the following prior to the date of this Trust Agreement are hereby ratified and confirmed in all respects): (i) the preparation and filing by the Trust with the Commission and the execution on behalf of the Trust of a registration statement on the appropriate form in relation to the Trust Preferred Securities, the Debentures, and the Guarantee, including any amendments thereto; (ii) the determination of the states in which to take appropriate action to qualify or, register for sale all or part of the Trust Preferred Securities and to do any and all such acts, other than actions which must be taken by or on behalf of the Trust, and advise the Trustees of actions they must take on behalf of the Trust, and prepare for execution and filing any documents to be executed and filed by the Trust or on behalf of the Trust, as the Depositor deems necessary or advisable in order to comply with the applicable laws of any such States; (iii) the preparation for filing by the Trust and execution on behalf of the Trust of an application to the OTC Bulletin Board or a national stock exchange or other organizations for quotation or listing as appropriate upon notice of issuance of any Trust Preferred Securities and to file or cause an Administrative Trustee to file thereafter with such exchange or organization such notifications and documents as may be necessary from time to time; (iv) the preparation for filing by the Trust with the Commission and the execution on behalf of the Trust of a registration statement on Form 8-A relating to the registration of the Trust 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 Trust 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, the Trustees are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that the Trust shall not be deemed to be an "investment company" required to be registered under the Investment Company -14- 20 Act, shall be classified as a "grantor trust" and not as an association taxable as a corporation for United States federal income tax purposes and so that the Debentures shall be treated as indebtedness of the Depositor for United States federal income tax purposes. In this connection, subject to Section 1002, the Depositor and the Trustees are authorized to take any action, not inconsistent with applicable law or this Trust Agreement, that each of the Depositor and the Trustees determines in their discretion to be necessary or desirable for such purposes. Section 208. Assets of Trust. The assets of the Trust shall consist of the Trust Property. Section 209. Title to Trust Property. Legal title to all Trust Property shall be vested at all times in the Property Trustee (in its capacity as such) and shall be held and administered by the Property Trustee for the benefit of the Securityholders in accordance with this Trust Agreement. ARTICLE III PAYMENT ACCOUNT Section 301. Payment Account. (a) On or prior to the Closing Date, the Property Trustee shall establish the Payment Account. The Property Trustee and any agent of the Property Trustee shall have exclusive control and sole right of withdrawal with respect to the Payment Account for the purpose of making deposits and withdrawals from the Payment Account in accordance with this Trust Agreement. All monies and other property deposited or held from time to time in the Payment Account shall be held by the Property Trustee in the Payment Account for the exclusive benefit of the Securityholders and for distribution as herein provided, including (and subject to) any priority of payments provided for herein. (b) The Property Trustee shall deposit in the Payment Account, promptly upon receipt, all payments of principal of or interest on, and any other payments or proceeds with respect to, the Debentures. Amounts held in the Payment Account shall not be invested by the Property Trustee pending distribution thereof. ARTICLE IV DISTRIBUTIONS; REDEMPTION Section 401. Distributions. (a) Distributions on the Trust Securities shall be cumulative, and shall accumulate whether or not there are funds of the Trust available for the payment of Distributions. Distributions shall accumulate from _____________, 2001, and, except during any Extended Interest Payment Period with respect to the Debentures, shall be payable quarterly in arrears on the last calendar day -15- 21 of March, June, September and December of each year, commencing on _____________, 2001. If any date on which a Distribution is otherwise payable on the Trust Securities is not a Business Day, then the payment of such Distribution shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and without any reduction of interest or any other payment in respect of any such acceleration), in each case with the same force and effect as if made on such date (each date on which distributions are payable in accordance with this Section 401(a), a "Distribution Date"). (b) The Trust Securities represent undivided beneficial interests in the Trust Property, and, as a practical matter, the Distributions on the Trust Securities shall be payable at a floating rate ("Floating Interest Rate") of 3.75% per annum over the three month London interbank offered rate ("Three-Month LIBOR Rate") from time to time in effect of the Liquidation Amount of the Trust Securities. The Floating Interest Rate for each interest period will be set on the 15th day of the months March, June, September and December of each year; provided, that the initial Floating Interest Rate will be set on ____________, 2001 (each such date, an "Interest Reset Date"). If the Interest Reset Date is not a London Business Day, then such Interest Reset Date shall be the next succeeding day which is a London Business Day. (c) 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 number of days elapsed in a 360-day year of twelve 30-day months. During any Extended Interest Payment Period with respect to the Debentures, Distributions on the Trust Preferred Securities shall be deferred for a period equal to the Extended Interest Payment Period. The amount of Distributions payable for any period shall include the Additional Amounts, if any. (d) The "Three-Month LIBOR Rate" shall mean the rate determined in accordance with the following provisions: (i) On the second London business day preceding each Interest Reset Date (each such date, an "Interest Determination Date"), First Union Trust Company, National Association (the "Calculation Agent"), will determine the Three-Month LIBOR Rate which shall be the rate for deposits in the London interbank market in U.S. dollars having a three-month maturity commencing on the second London business day immediately following such Interest Determination Date which appears on the Telerate Page 3750 as of 11:00 a.m., London time, on such Interest Determination Date. "Telerate Page 3750" means the display on Page 3750 of the Dow Jones Telerate Service (or such other page as may replace that page on that service for the purpose of displaying London interbank offered rates of major banks for U.S. dollar deposits). If the Three-Month LIBOR Rate on such Interest Determination Date does not appear on the Telerate Page 3750, such Three-Month LIBOR Rate will be determined as described in (ii) below. London business day means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. -16- 22 (ii) With respect to an Interest Determination Date for which the Three-Month LIBOR Rate does not appear on the Telerate Page 3750 as specified in (i) above, the Calculation Agent will request the principal London offices of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide the Calculation Agent with its offered quotation for deposits in U.S. dollars having a three-month maturity commencing on the second London business day immediately following such Interest Determination Date to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. If at least two such quotations are provided, the Three-Month LIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards, if necessary, to the nearest one hundred-thousandth of a percentage point, with five or more one-millionths of one percentage point rounded upwards) of such quotations. If fewer than two quotations are provided, the Three-Month LIBOR Rate determined on such Interest Determination Date will be the arithmetic mean (rounded upwards, if necessary, to the nearest one hundred-thousandth of a percentage point, with five or more one-millionths of one percentage point rounded upwards) of the rates quoted at approximately 11:00 a.m., New York City time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having a three-month maturity commencing on the second London business day immediately following such Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time by three major banks in New York City selected by the Calculation Agent; provided, however, if the banks so selected by the Calculation Agent are not quoting as aforesaid, the Three-Month LIBOR Rate with respect to such Interest Determination Date will be the Three-Month LIBOR Rate in effect on such Interest Determination Date. (e) Distributions on the Trust Securities shall be made by the Property Trustee solely from the Payment Account and shall be payable on each Distribution Date only to the extent that the Trust has funds on hand and immediately available by 12:30 p.m. on each Distribution Date in the Payment Account for the payment of such Distributions. (f) Distributions on the Trust Securities with respect to a Distribution Date shall be payable to the record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the Business Day immediately prior to the relevant Distribution Date. Section 402. Redemption. (a) On each Debenture Redemption Date and on the maturity of the Debentures, the Trust shall 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 such Holder's address appearing in the Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption shall state: (i) the Redemption Date; -17- 23 (ii) the Redemption Price; (iii) the CUSIP number; (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 shall become due and payable upon each such Trust Security to be redeemed and that Distributions thereon shall cease to accumulate on and after said date, except as provided in Section 402(d); and (vi) the place or places at which Trust Securities are to be surrendered for the payment of the Redemption Price; and (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price shall be payable on each Redemption Date only to the extent that the Trust has immediately available funds then on hand and available in the Payment Account for the payment of such Redemption Price. (d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 402(c), the Property Trustee, subject to Section 402(c), shall, with respect to Trust Preferred Securities held in global form, deposit with the Clearing Agency for such Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Trust Preferred Securities. With respect to Trust Securities that are not held in global form, the Property Trustee, subject to Section 402(c), shall deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price and shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price to the record holders thereof upon surrender of their Trust Preferred Securities Certificates. Notwithstanding the foregoing, Distributions payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then upon the date of such deposit, (i) all rights of Securityholders holding Trust Securities so called for redemption shall cease, except the right of such Securityholders to receive the Redemption Price, (ii) such Securities shall cease to be Outstanding, (iii) the Clearing Agency for the Trust Preferred Securities or its nominee, as the registered Holder of the Global Trust Preferred Securities Certificate, shall receive a registered global certificate or certificates representing the Debentures to be delivered upon such distribution with respect to Trust Preferred Securities held by the Clearing Agency or its nominee, and (iv) any Trust Securities Certificates not held by the Clearing Agency for the Trust Preferred Securities or its nominee as specified in clause (iii) above will be deemed to represent Debentures having a principal amount equal to the stated Liquidation Amount of the Trust Securities represented thereby and bearing accrued and unpaid interest in an amount equal to the accumulated and unpaid Distributions -18- 24 on such Trust Securities until such certificates are presented to the Securities Registrar for transfer or reissuance. In the event that any date on which any Redemption Price is payable is not a Business Day, then payment of the Redemption Price payable on such date shall be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and without any reduction of interest or any other payment in respect of any such acceleration), in each case with the same force and effect as if made on such date. In the event that payment of the Redemption Price in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust Securities shall continue to accumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price is actually paid, in which case the actual payment date shall be the date fixed for redemption for purposes of calculating the Redemption Price. (e) Payment of the Redemption Price on the Trust Securities shall be made to the record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the date 15 days prior to the relevant Redemption Date. (f) Subject to Section 403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated on a pro rata basis (based on Liquidation Amounts) among the Common Securities and the Trust Preferred Securities. The particular Trust Preferred Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the outstanding Trust Preferred Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $10 or an integral multiple of $10 in excess thereof) of the Liquidation Amount of Trust Preferred Securities of a denomination larger than $10. The Property Trustee shall promptly notify the Securities Registrar in writing of the Trust Preferred Securities selected for redemption and, in the case of any Trust 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 Trust Preferred Securities shall relate, in the case of any Trust Preferred Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Trust Preferred Securities which has been or is to be redeemed. Section 403. Subordination of Common Securities. (a) Payment of Distributions (including Additional Amounts, if applicable) on, and the Redemption Price of, the Trust Securities, as applicable, shall be made, subject to Section 402(f), pro rata among the Common Securities and the Trust Preferred Securities based on the Liquidation Amount of the Trust Securities; provided, however, that if on any Distribution Date or Redemption Date any Event of Default resulting from a Debenture Event of Default shall have occurred and be continuing, no payment of any Distribution (including Additional Amounts, if applicable) on, or Redemption Price of, any Common Security, and no other payment on account of the redemption, liquidation or other acquisition of Common Securities, shall be made unless -19- 25 payment in full in cash of all accumulated and unpaid Distributions (including Additional Amounts, if applicable) on all 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 Outstanding Trust Preferred Securities then called for redemption, shall have been made or provided for, and all funds immediately available to the Property Trustee shall first be applied to the payment in full in cash of all Distributions (including Additional Amounts, if applicable) on, or the Redemption Price of, Trust Preferred Securities then due and payable. (b) In the case of the occurrence of any Event of Default resulting from a Debenture Event of Default, the record holder of Common Securities, the Depositor, shall be deemed to have waived any right to act with respect to any such Event of Default under this Trust Agreement until the effect of all such Events of Default with respect to the Trust Preferred Securities shall have been cured, waived or otherwise eliminated. Until any such Event of Default under this Trust Agreement with respect to the Trust Preferred Securities shall have been so cured, waived or otherwise eliminated, the Property Trustee shall act solely on behalf of the record holders of the Trust Preferred Securities and not the record holder of the Common Securities, and only the Holders of the Trust Preferred Securities shall have the right to direct the Property Trustee to act on their behalf. Section 404. Payment Procedures. Payments of Distributions (including Additional Amounts, if applicable) in respect of the Trust Preferred Securities shall be made by check mailed to the address of the Person entitled thereto as such address shall appear on the Securities Register or, if the Trust Preferred Securities are held by a Clearing Agency, such Distributions shall be made to the Clearing Agency in immediately available funds, which will credit the relevant accounts on the applicable Distribution Dates. Payments in respect of the Common Securities shall be made in such manner as shall be mutually agreed between the Property Trustee and the Common Securityholder. Section 405. Tax Returns and Reports. The Administrative Trustees shall prepare (or cause to be prepared), at the Depositor's expense, and file all United States federal, state and local tax and information returns and reports required to be filed by or in respect of the Trust. In this regard, the Administrative Trustees shall (a) prepare and file (or cause to be prepared and filed) the appropriate Internal Revenue Service forms required to be filed in respect of the Trust in each taxable year of the Trust; and (b) prepare and furnish (or cause to be prepared and furnished) to each Securityholder the appropriate Internal Revenue Service forms required to be furnished to such Securityholder or the information required to be provided on such form. The Administrative Trustees shall provide the Depositor with a copy of all such returns and reports promptly after such filing or furnishing. The Property Trustee shall comply with United States federal withholding and backup withholding tax laws and information reporting requirements with respect to any payments to Securityholders under the Trust Securities. -20- 26 Section 406. Payment of Taxes, Duties, etc. of the Trust. Upon receipt under the Debentures of Additional Interest (as defined in Section 1.1 of the Indenture), the Property Trustee, at the direction of an Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or governmental charges of whatsoever nature (other than withholding taxes) imposed on the Trust by the United States or any other taxing authority. Section 407. Payments Under Indenture. Any amount payable hereunder to any record holder of Trust Preferred Securities shall be reduced by the amount of any corresponding payment such Holder has directly received under the Indenture pursuant to Section 513(b) or (c) hereof. ARTICLE V TRUST SECURITIES CERTIFICATES Section 501. Initial Ownership. Upon the creation of the Trust and the contribution by the Depositor pursuant to Section 203 and until the issuance of the Trust Securities, and at any time during which no Trust Securities are outstanding, the Depositor shall be the sole beneficial owner of the Trust. Section 502. The Trust Securities Certificates. The Trust Preferred Securities Certificates shall be issued in minimum denominations of ____ Liquidation Amount and integral multiples of ____ in excess thereof, and the Common Securities Certificates shall be issued in denominations of ____ Liquidation Amount and integral multiples thereof. The Trust Securities Certificates shall be executed on behalf of the Trust by manual or facsimile signature of at least one Administrative Trustee. Trust Securities Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefits of this Trust Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such Trust Securities Certificates or did not hold such offices at the date of delivery of such Trust Securities Certificates. A transferee of a Trust Securities Certificate shall become a Securityholder, and shall be entitled to the rights and subject to the obligations of a Securityholder hereunder, upon due registration of such Trust Securities Certificate in such transferee's name pursuant to Sections 504, 511 and 513. Section 503. Execution, Authentication and Delivery of Trust Securities Certificates. (a) On the Closing Date and on any date on which the underwriters exercise their over-allotment option, as applicable (an "Option Closing Date"), the Administrative Trustees shall cause Trust Securities Certificates, in an aggregate Liquidation Amount as provided in Sections 204 and 205, to be executed on behalf of the Trust by at least one of the Administrative Trustees and delivered to or upon the written order of the Depositor, signed by its Chief Executive Officer, -21- 27 President, any Vice President or its Treasurer without further corporate action by the Depositor, in authorized denominations. (b) A Trust Securities Certificate shall not be valid until authenticated by the manual signature of an authorized signatory of the Property Trustee. The signature shall be conclusive evidence that the Trust Securities Certificate has been authenticated under this Trust Agreement. Each Trust Security Certificate shall be dated the date of its authentication. Upon the written order of the Trust signed by one of the Administrative Trustees, the Property Trustee shall authenticate and make available for delivery the Trust Securities Certificates. The Property Trustee may appoint an Authenticating Agent acceptable to the Trust to authenticate the Trust Securities. An Authenticating Agent may authenticate the Trust Securities whenever the Property Trustee may do so. Each reference in this Trust Agreement to authentication by the Property Trustee includes authentication by such agent. An Authenticating Agent has the same rights as the Property Trustee to deal with the Company or the Trust. Section 504. A Global Trust Preferred Security. (a) Any Global Trust Preferred Security issued under this Trust Agreement shall be registered in the name of the nominee of the Clearing Agency and delivered to such custodian therefor, and such Global Trust Preferred Security shall constitute a single Trust Preferred Security for all purposes of this Trust Agreement. (b) Notwithstanding any other provision in this Trust Agreement, no Global Trust Preferred Security may be exchanged for Trust Preferred Securities registered in the names of persons other than the Depositary or its nominee unless (i) the Depositary notifies the Debenture Trustee that it is unwilling or unable to continue as a depositary for such Global Trust Preferred Securities and the Depositor is unable to locate a qualified successor depositary, (ii) the Depositor executes and delivers to the Trustee a written order stating that it elects to terminate the book-entry system through the Depositary or (iii) there shall have occurred and be continuing a Debenture Event of Default. (c) If a Trust Preferred Security is to be exchanged in whole or in part for a beneficial interest in a Global Trust Preferred Security, then either (i) such Global Trust Preferred Security shall be so surrendered for exchange or cancellation as provided in this Article V or (ii) the Liquidation amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the Liquidation Amount of such other Trust Preferred Securities 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 Property Trustee, in accordance with the rules and procedures of the Depositary for such Global Trust Preferred Security (the "Applicable Procedures"), shall instruct the Clearing Agency or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Trust Preferred Security by the Clearing Agency, accompanied by registration instructions, the Administrative Trustees shall execute and the Property Trustee shall, subject to Section 504(b) and as otherwise provided in this Article V, authenticate and deliver any -22- 28 Trust Preferred Securities issuable in exchange for such Global Trust Preferred Security (or any portion thereof) in accordance with the instructions of the Clearing Agency. The Property Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. (d) Every Trust Preferred Security executed, authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Trust Preferred Security or any portion thereof, whether pursuant to this Article V or otherwise, shall be executed, authenticated and delivered in the form of, and shall be, a Global Trust Preferred Security, unless such Global Trust Preferred Security is registered in the name of a Person other than the Clearing Agency for such Global Trust Preferred Security or a nominee thereof. (e) The Clearing Agency or its nominee, as the registered owner of a Global Trust Preferred Security, shall be considered the Holder of the Trust Preferred Securities represented by such Global Trust Preferred Security for all purposes under this Trust Agreement and the Trust Preferred Securities, and owners of beneficial interests in such Global Trust Preferred Security shall hold such interests pursuant to the Applicable Procedures and, except as otherwise provided herein, shall not be entitled to receive physical delivery of any such Trust Preferred Securities in definitive form and shall not be considered the Holders thereof under this Trust Agreement. Accordingly, any such owner's beneficial interest in the Global Trust Preferred Securities shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Clearing Agency or its nominee. Neither the Property Trustee, the Securities Registrar nor Depositor shall have any liability in respect of any transfers effected by the Clearing Agency. (f) The rights of owners of beneficial interests in a Global Trust Preferred Security shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such owners and the Clearing Agency. Section 505. Registration of Transfer and Exchange of Trust Preferred Securities Certificates. (a) The Depositor shall keep or cause to be kept, at the office or agency maintained pursuant to Section 508, a register or registers for the purpose of registering Trust Securities Certificates and, subject to the provisions of Section 503A, transfers and exchanges of Trust Securities Certificates (herein referred to as the "Securities Register") in which the registrar designated by the Depositor (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe, shall provide for the registration of Trust Preferred Securities Certificates and Common Securities Certificates (subject to Section 510 in the case of the Common Securities Certificates) and registration of transfers and exchanges of referred Securities Certificates as herein provided. The Property Trustee shall be the initial Securities Registrar. (b) Subject to the provisions of Section 503A, upon surrender for registration of transfer of any Trust Preferred Securities Certificate at the office or agency maintained pursuant to Section 508, the Administrative Trustees or any one of them shall execute and deliver, in the name of the designated transferee or transferees, one or more new Trust Preferred Securities Certificates in authorized denominations of a like aggregate Liquidation Amount dated the date of execution by -23- 29 such Administrative Trustee or Trustees. The Securities Registrar shall not be required to register the transfer of any Trust Preferred Securities that have been called for redemption. At the option of a record holder, Trust Preferred Securities Certificates may be exchanged for other Trust Preferred Securities Certificates in authorized denominations of the same class and of a like aggregate Liquidation Amount upon surrender of the Trust Preferred Securities Certificates to be exchanged at the office or agency maintained pursuant to Section 508. (c) Every Trust Preferred Securities Certificate presented or surrendered for registration of transfer or exchange, subject to the provisions of Section 503A, shall be accompanied by a written instrument of transfer in form satisfactory to the Property Trustee and the Securities Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Trust Preferred Securities Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Property Trustee in accordance with its customary practice. The Trust shall not be required to (i) issue, register the transfer of, or exchange any Trust Preferred Securities during a period beginning at the opening of business 15 calendar days before the date of mailing of a notice of redemption of any Trust Preferred Securities called for redemption and ending at the close of business on the day of such mailing; or (ii) register the transfer of or exchange any Trust Preferred Securities so selected for redemption, in whole or in part, except the unredeemed portion of any such Trust Preferred Securities being redeemed in part. (d) No service charge shall be made for any registration of transfer or exchange of Trust Preferred Securities Certificates, subject to the provisions of Section 503A, but the Securities Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Preferred Securities Certificates. (e) Trust Preferred Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Trust Agreement. Any transfer or purported transfer of any Trust Preferred Security not made in accordance with this Trust Agreement shall be null and void. A Trust Preferred Security that is not a Global Trust Preferred Security may be transferred, in whole or in part, to a Person who takes delivery in the form of another Trust Preferred Security that is not a Global Trust Preferred Security as provided in Section 504(a). A beneficial interest in a Global Trust Preferred Security may be exchanged for a Trust Preferred Security that is not a Global Trust Preferred Security only as provided in Section 503A. Section 506. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates. If (a) any mutilated Trust Securities certificate shall be surrendered to the Securities Registrar, or if the Securities Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Securities Certificate; and (b) there shall be delivered to the Securities Registrar and the Administrative Trustees such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Securities Certificate shall have been acquired by a bona fide purchaser, the Administrative Trustees, or any one of them, on behalf of the Trust shall execute and make available for delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust Securities Certificate of like class, tenor and denomination. In connection with the issuance of any new Trust Securities Certificate under this Section 505, the Administrative Trustees or the Securities Registrar -24- 30 may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Securities Certificate issued pursuant to this Section 505 shall constitute conclusive evidence of an undivided beneficial interest in the assets of the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Securities Certificate shall be found at any time. Section 507. Persons Deemed Securityholders. The Trustees, the Paying Agent and the Securities Registrar shall treat the Person in whose name any Trust Securities Certificate shall be registered in the Securities Register as the owner of such Trust Securities Certificate for the purpose of receiving Distributions and for all other purposes whatsoever, and neither the Trustees nor the Securities Registrar shall be bound by any notice to the contrary. Section 508. Access to List of Securityholders' Names and Addresses. At any time when the Property Trustee is not also acting as the Securities Registrar, the Administrative Trustees or the Depositor shall furnish or cause to be furnished to the Property Trustee (a) within five Business Days of each record date, a list, in such form as the Property Trustee may reasonably require, of the names and addresses of the Securityholders as of the most recent record date; and (b) promptly after receipt by any Administrative Trustee or the Depositor of a request therefor from the Property Trustee in order to enable the Property Trustee to discharge its obligations under this Trust Agreement, in each case to the extent such information is in the possession or control of the Administrative Trustees or the Depositor and is not identical to a previously supplied list or has not otherwise been received by the Property Trustee in its capacity as Securities Registrar. The rights of Securityholders to communicate with other Securityholders with respect to their rights under this Trust Agreement or under the Trust Securities, and the corresponding rights of the Trustee shall be as provided in the Trust Indenture Act. Each Holder, by receiving and holding a Trust Securities Certificate, and each owner shall be deemed to have agreed not to hold the Depositor, the Property Trustee or the Administrative Trustees accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. Section 509. Maintenance of Office or Agency. The Administrative Trustees shall maintain, or cause to be maintained, in The City of New York, New York or Wilmington, Delaware or other location designated by the Administrative Trustees, an office or offices or agency or agencies where Trust Preferred Securities Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trustees in respect of the Trust Securities Certificates may be served. The Administrative Trustees initially designate the Corporate Trust Office of the Property Trustee, First Union Trust Company, National Association, as the principal corporate trust office for such purposes. The Administrative Trustees shall give prompt written notice to the Depositor and to the Securityholders of any change in the location of the Securities Register or any such office or agency. -25- 31 Section 510. Appointment of Paying Agent. The Paying Agent shall make Distributions to Securityholders from the Payment Account and shall report the amounts of such Distributions to the Property Trustee and the Administrative Trustees. Any Paying Agent shall have the revocable power to withdraw funds from the Payment Account for the purpose of making the Distributions referred to above. The Administrative Trustees may revoke such power and remove the Paying Agent if such Trustees determine in their sole discretion that the Paying Agent shall have failed to perform its obligations under this Trust Agreement in any material respect. The Paying Agent shall initially be the Property Trustee, and any co-paying agent chosen by the Property Trustee, and acceptable to the Administrative Trustees and the Depositor. Any Person acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days written notice to the Administrative Trustees, the Property Trustee and the Depositor. In the event that the Property Trustee shall no longer be the Paying Agent or a successor Paying Agent shall resign or its authority to act be revoked, the Administrative Trustees shall appoint a successor that is acceptable to the Property Trustee and the Depositor to act as Paying Agent (which shall be a bank or trust company). The Administrative Trustees shall cause such successor Paying Agent or any additional Paying Agent appointed by the Administrative Trustees to execute and deliver to the Trustees an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trustees that as Paying Agent, such successor Paying Agent or additional Paying Agent shall hold all sums, if any, held by it for payment to the Securityholders in trust for the benefit of the Securityholders entitled thereto until such sums shall be paid to such Securityholders. The Paying Agent shall return all unclaimed funds to the Property Trustee and, upon removal of a Paying Agent, such Paying Agent shall also return all funds in its possession to the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to the Property Trustee also in its role as Paying Agent, for so long as the Property Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. Section 511. Ownership of Common Securities by Depositor. On the Closing Date, the Depositor shall acquire and retain beneficial and record ownership of the Common Securities. To the fullest extent permitted by law, any attempted transfer of the Common Securities (other than a transfer in connection with a merger or consolidation of the Depositor into another corporation pursuant to Section ___ of the Indenture) shall be void. The Administrative Trustees shall cause each Common Securities Certificate issued to the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE." Section 512. Trust Securities Certificates. (a) Upon their original issuance, Trust Preferred Securities Certificates shall be issued in the form of one or more fully registered Global Trust Preferred Securities Certificates which will be deposited with or on behalf of the Clearing Agency and registered in the name of the Clearing Agency's nominee. Unless and until it is exchangeable in whole or in part for the Trust Preferred Securities in definitive form, a global security may not be transferred except as a whole by the Clearing Agency to a nominee of the Clearing Agency or by a nominee of the Clearing Agency -26- 32 to the Clearing Agency or another nominee of the Clearing Agency or by the Clearing Agency or any such nominee to a successor of such Clearing Agency or a nominee of such successor. (b) A single Common Securities Certificate representing the Common Securities shall be issued to the Depositor in the form of a definitive Common Securities Certificate. Section 513. Notices to Clearing Agency. To the extent that a notice or other communication to the Holders is required under this Trust Agreement, for so long as Trust Preferred Securities are represented by a Global Trust Preferred Securities Certificate, the Trustees shall give all such notices and communications specified herein to be given to the Clearing Agency, and shall have no obligations to provide notice to the owners of the beneficial interest in the Global Trust Preferred Securities. Section 514. Rights of Securityholders. (a) The legal title to the Trust Property is vested exclusively in the Property Trustee (in its capacity as such) in accordance with Section 209, and the Securityholders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Trust Securities and they shall have no right to call for any partition or division of property, profits or rights of the Trust except as described below. The Trust Securities shall be personal property giving only the rights specifically set forth therein and in this Trust Agreement. The Trust Securities shall have no preemptive or similar rights. When issued and delivered to Holders of the Trust Preferred Securities against payment of the purchase price therefor, the Trust Preferred Securities shall be fully paid and nonassessable interests in the Trust. The Holders of the Trust Preferred Securities, in their capacities as such, shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. (b) For so long as any Trust Preferred Securities remain Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails or the holders of not less than 25% in principal amount of the outstanding Debentures fail to declare the principal of all of the Debentures to be immediately due and payable, the Holders of at least 25% in Liquidation Amount of the Trust Preferred Securities then Outstanding shall have such right by a notice in writing to the Depositor and the Debenture Trustee; and upon any such declaration such principal amount of and the accrued interest on all of the Debentures shall become immediately due and payable, provided that the payment of principal and interest on such Debentures shall remain subordinated to the extent provided in the Indenture. (c) For so long as any Trust Preferred Securities remain outstanding, upon a Debenture Event of Default arising from the failure to pay interest or principal on the Debentures, the Holders of any Trust Preferred Securities then Outstanding shall, to the fullest extent permitted by law, have the right to directly institute proceedings for enforcement of payment to such Holders of principal of or interest on the Debentures having a principal amount equal to the Liquidation Amount of the Trust Preferred Securities of such Holders. -27- 33 ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING Section 601. Limitations on Voting Rights. (a) Except as provided in this Section 601, in Sections 512, 810 and 1002 and in the Indenture and as otherwise required by law, no record Holder of Trust Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Securityholders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Trust, the Trustees shall not (i) 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 Debenture Trustee with respect to such Debentures; (ii) waive any past default which is waivable under Article VII of the Indenture; (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable; or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a majority in Liquidation Amount of all Outstanding Trust Preferred Securities; provided, however, that where a consent under the Indenture would require the consent of each Holder of Outstanding Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each holder of Trust Preferred Securities. The Trustees shall not revoke any action previously authorized or approved by a vote of the Holders of the Outstanding Trust Preferred Securities, except by a subsequent vote of the Holders of the Outstanding Trust Preferred Securities. The Property Trustee shall notify each Holder of the Outstanding Trust Preferred Securities of any notice of default received from the Debenture Trustee with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Trust Preferred Securities, prior to taking any of the foregoing actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that the Trust shall continue to be classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes on account of such action. (c) If any proposed amendment to the Trust Agreement provides for, or the Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Trust Preferred Securities, whether by way of amendment to the Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination of the Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Trust Preferred Securities as a class shall be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a majority in Liquidation Amount of the Outstanding Trust Preferred Securities. No amendment to this Trust Agreement may be made if, as a result of such amendment, the Trust would cease to be classified as a grantor trust or would be classified as an association taxable as a corporation for United States federal income tax purposes. -28- 34 Section 602. Notice of Meetings. Notice of all meetings of the Trust Preferred Securityholders, stating the time, place and purpose of the meeting, shall be given by the Property Trustee pursuant to Section 1008 to each Trust Preferred Securityholder of record, at his registered address, at least 15 days and not more than 90 days before the meeting. At any such meeting, any business properly before the meeting may be so considered whether or not stated in the notice of the meeting. Any adjourned meeting may be held as adjourned without further notice. Section 603. Meetings of Trust Preferred Securityholders. (a) No annual meeting of Securityholders is required to be held. The Administrative Trustees, however, shall call a meeting of Securityholders to vote on any matter in respect of which Trust Preferred Securityholders are entitled to vote upon the written request of the Trust Preferred Securityholders of 25% of the Outstanding Trust Preferred Securities (based upon their aggregate Liquidation Amount) and the Administrative Trustees or the Property Trustee may, at any time in their discretion, call a meeting of Trust Preferred Securityholders to vote on any matters as to which the Trust Preferred Securityholders are entitled to vote. (b) Trust Preferred Securityholders of record of 50% of the Outstanding Trust Preferred Securities (based upon their aggregate Liquidation Amount), present in person or by proxy, shall constitute a quorum at any meeting of Securityholders. (c) If a quorum is present at a meeting, an affirmative vote by the Trust Preferred Securityholders of record present, in person or by proxy, holding more than a majority of the Trust Preferred Securities (based upon their aggregate Liquidation Amount) held by the Trust Preferred Securityholders of record present, either in person or by proxy, at such meeting shall constitute the action of the Securityholders, unless this Trust Agreement requires a greater number of affirmative votes. Section 604. Voting Rights. Securityholders shall be entitled to one vote for each $10 of Liquidation Amount represented by their Trust Securities (with any fractional multiple thereof rounded up or down as the case may be to the closest integral multiple) in respect of any matter as to which such Securityholders are entitled to vote. Section 605. Proxies, etc. At any meeting of Securityholders, any Securityholder entitled to vote thereat may vote by proxy, provided that no proxy, shall be voted at any meeting unless it shall have been placed on file with the Administrative Trustees, or with such other officer or agent of the Trust as the Administrative Trustees may direct, for verification prior to the time at which such vote shall be taken. Only Holders of record shall be entitled to vote. When Trust Securities are held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Trust Securities, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall -29- 35 not be received in respect of such Trust Securities. A proxy purporting to be executed by or on behalf of a Securityholder shall be deemed valid unless challenged at or prior to its exercise, and, the burden of proving invalidity shall rest on the challenger. No proxy shall be valid more than three years after its date of execution. Section 606. Securityholder Action by Written Consent. Any action which may be taken by Securityholders at a meeting may be taken without a meeting if Securityholders holding more than a majority of all outstanding Trust Securities (based upon their aggregate Liquidation Amount) entitled to vote in respect of such action (or such larger proportion thereof as shall be required by any express provision of this Trust Agreement) shall consent to the action in writing (based upon their aggregate Liquidation Amount). Section 607. Record Date for Voting and Other Purposes. For the purposes of determining the Securityholders who are entitled to notice of and to vote at any meeting or by written consent, or to participate in any Distribution on the Trust Securities in respect of which a record date is not otherwise provided for in this Trust Agreement, or for the purpose of any other action, the Administrative Trustees or the Property Trustee may from time to time fix a date, not more than 90 days prior to the date of any meeting of Securityholders or the payment of Distribution or other action, as the case may be, as a record date for the determination of the identity of the Securityholders of record for such purposes. Section 608. Acts of Securityholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Trust Agreement to be given, made or taken by Securityholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Securityholders or owners in person or by an agent duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to an Administrative Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Securityholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Trust Agreement and (subject to Section 801) conclusive in favor of the Trustees, if made in the manner provided in this Section 608. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which any Trustee receiving the same deems sufficient. -30- 36 (c) The ownership of Trust Preferred Securities shall be proved by the Securities Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Securityholder of any Trust Security shall bind every future Securityholder of the same Trust Security and the Securityholder of every Trust Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustees or the Trust in reliance thereon, whether or not notation of such action is made upon such Trust Security. (e) Without limiting the foregoing, a Securityholder entitled hereunder to take any action hereunder with regard to any particular Trust Security may do so with regard to all or any part of the Liquidation Amount of such Trust Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such liquidation amount. (f) A Securityholder may institute a legal proceeding directly against the Depositor under the Guarantee to enforce its rights under the Guarantee without first instituting a legal proceeding against the Guarantee Trustee (as defined in the Guarantee), the Trust or any Person. Section 609. Inspection of Records. Upon reasonable notice to the Administrative Trustees and the Property Trustee, the records of the Trust shall be open to inspection at the principal executive office of the Trust (as indicated in Section 202) by record holders of the Trust Securities during normal business hours for any purpose reasonably related to such record holder's interest as a record holder. ARTICLE VII REPRESENTATIONS AND WARRANTIES Section 701. Representations and Warranties of the Bank and the Property Trustee. The Bank and the Property Trustee, each severally on behalf of and as to itself, as of the date hereof, and each Successor Property Trustee at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (in the case of a Successor Property Trustee, the term "Bank" as used herein shall be deemed to refer to such Successor Property Trustee in its separate corporate capacity), hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a national banking association with its principal place of business in the State of Delaware or, with respect to a Successor Property Trustee, a state chartered bank and trust company; duly organized, validly existing and in good standing under the laws of the State of Delaware; -31- 37 (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Property Trustee and constitutes the valid and legally binding agreement of the Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles; (d) the execution, delivery and performance by the Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Property Trustee and does not require any approval of stockholders of the Bank and such execution, delivery and performance shall not (i) violate the Bank's charter or by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Bank 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 or trust powers of the Bank or the Property Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Bank; (e) neither the authorization, execution or delivery by the Property Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking or trust powers of the Bank or the Property Trustee, as the case may be, under the laws of the United States or the State of Delaware, other than the filing of a Certificate of Trust with the Secretary of State of the State of Delaware; (f) there are no proceedings pending or, to the best of the Property Trustee's knowledge, threatened against or affecting the Bank or the Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement; and (g) the Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. Section 702. Representations and Warranties of the Delaware Bank and the Delaware Trustee. The Delaware Bank and the Delaware Trustee, each severally on behalf of and as to itself, as of the date hereof, and each Successor Delaware Trustee at the time of the Successor Delaware Trustee's acceptance of appointment as Delaware Trustee hereunder (the term "Delaware Bank" -32- 38 being used to refer to such Successor Delaware Trustee in its separate corporate capacity), hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Delaware Bank is a national banking association with its principal place of business in the State of Delaware, or, if a Successor Delaware Trustee, is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Delaware Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Delaware Trustee and constitutes the valid and legally binding agreement of the Delaware Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors, rights and to general equity principles; (d) this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Delaware Trustee and does not require any approval of stockholders of the Delaware Bank and such execution, delivery and performance shall not (i) violate the Delaware Bank's charter or by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Delaware Bank 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 or trust powers of the Delaware Bank or the Delaware Trustee (as appropriate in context) or any order, judgment or decree applicable to the Delaware Bank or the Delaware Trustee; (e) neither the authorization, execution or delivery by the Delaware Trustee of this Trust Agreement nor the consummation of any of the transactions by the Delaware Trustee contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking or trust powers of the Delaware Bank or the Delaware Trustee, as the case may be, under the laws of the United States or the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State of the State of Delaware; and (f) there are no proceedings pending or, to the best of the Delaware Trustee's knowledge, threatened against or affecting the Delaware Bank or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Delaware Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement. -33- 39 Section 703. Representations and Warranties of Depositor. The Depositor hereby represents and warrants for the benefit of the Securityholders that: (a) the Trust Securities Certificates issued on the Closing Date on behalf of the Trust have been duly authorized and, shall have been, duly and validly executed, issued and delivered by the Administrative Trustees pursuant to the terms and provisions of, and in accordance with the requirements of, this Trust Agreement and the Securityholders shall be, as of such date, entitled to the benefits of this Trust Agreement; and (b) there are no taxes, fees or other governmental charges payable by the Trust (or the Trustees on behalf of the Trust) under the laws of the State of Delaware or any political subdivision thereof in connection with the execution, delivery and performance by the Bank, the Property Trustee or the Delaware Trustee, as the case may be, of this Trust Agreement. ARTICLE VIII TRUSTEES Section 801. Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustees shall be as provided by this Trust Agreement and, in the case of the Property Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Trust Agreement shall require the Trustees to expend or risk their own funds or otherwise incur any financial liability in the performance of any of their duties hereunder, or in the exercise of any of their rights or powers, if they shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. No Administrative Trustee nor the Delaware Trustee shall be liable for its act or omissions hereunder except as a result of its own gross negligence or willful misconduct. The Property Trustee's liability shall be determined under the Trust Indenture Act. Whether or not therein expressly so provided, every provision of this Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section 801. To the extent that, at law or in equity, the Delaware Trustee or an Administrative Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust or to the Securityholders, the Delaware Trustee or such Administrative Trustee shall not be liable to the Trust or to any Securityholder for such Trustee's good faith reliance on the provisions of this Trust Agreement. The provisions of this Trust Agreement, to the extent that they restrict the duties and liabilities of the Delaware Trustee or the Administrative Trustees otherwise existing at law or in equity, are agreed by the Depositor and the Securityholders to replace such other duties and liabilities of the Delaware Trustee or the Administrative Trustees, as the case may be. (b) All payments made by the Property Trustee or a Paying Agent in respect of the Trust Securities shall be made only from the revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or proceeds from the Trust Property to enable the Property Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Securityholder, by its acceptance of a Trust Security, agrees that it shall look solely to the revenue -34- 40 and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the Trustees are not personally liable to it for any amount distributable in respect of any Trust Security or for any other liability in respect of any Trust Security. This Section 801(b) does not limit the liability of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the case of the Property Trustee, in the Trust Indenture Act. (c) 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) the Property Trustee shall not be liable for any error of judgment made in good faith by an authorized officer of the Property Trustee, unless it shall be proved that the Property Trustee was negligent in ascertaining the pertinent facts; (ii) the Property Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of not less than a majority in Liquidation Amount of the Trust Securities relating to the time, method and place of conducting any proceeding for any remedy available to the Property Trustee, or exercising any trust or power conferred upon the Property Trustee under this Trust Agreement; (iii) the Property Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Payment Account shall be to deal with such Property in a similar manner as the Property Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded to the Property Trustee under this Trust Agreement and the Trust Indenture Act; (iv) the Property Trustee shall not be liable for any interest on any money received by it except as it may otherwise agree with the Depositor and money held by the Property Trustee need not be segregated from other funds held by it except in relation to the Payment Account maintained by the Property Trustee pursuant to Section 301 and except to the extent otherwise required by law; and (d) the Property Trustee shall not be responsible for monitoring the compliance by the Administrative Trustees or the Depositor with their respective duties under this Trust Agreement, nor shall the Property Trustee be liable for the negligence, default or misconduct of the Administrative Trustees or the Depositor. Section 802. Certain Notices. (a) Within five Business Days after the occurrence of any Event of Default actually known to the Property Trustee, the Property Trustee shall transmit, in the manner and to the extent provided in Section 1008, notice of such Event of Default to the Securityholders, the Administrative Trustees and the Depositor, unless such Event of Default shall have been cured or waived. For purposes of this Section 802 the term "Event of Default" means any event that is, or after notice or lapse of time or both would become, an Event of Default. -35- 41 (b) The Administrative Trustees shall transmit, to the Securityholders in the manner and to the extent provided in Section 1008, notice of the Depositor's election to begin or further extend an Extended Interest Payment Period on the Debentures (unless such election shall have been revoked) within the time specified for transmitting such notice to the holders of the Debentures pursuant to the Indenture as originally executed. Section 803. Certain Rights of Property Trustee. Subject to the provisions of Section 801: (a) the Property Trustee may rely and shall be protected in acting or refraining from acting in good faith upon any resolution, Opinion of Counsel, certificate, written representation of a Holder or transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) if (i) in performing its duties under this Trust Agreement the Property Trustee is required to decide between alternative courses of action; or (ii) in construing any of the provisions of this Trust Agreement the Property Trustee finds the same ambiguous or inconsistent with other provisions contained herein; or (iii) the Property Trustee is unsure of the application of any provision of this Trust Agreement, then, except as to any matter as to which the Trust Preferred Securityholders are entitled to vote under the terms of this Trust Agreement, the Property Trustee shall deliver a notice to the Depositor requesting written instructions of the Depositor as to the course of action to be taken and the Property Trustee shall take such action, or refrain from taking such action, as the Property Trustee shall be instructed in writing to take, or to refrain from taking, by the Depositor; provided, however, that if the Property Trustee does not receive such instructions of the Depositor within 10 Business Days after it has delivered such notice, or such reasonably shorter period of time set forth in such notice (which to the extent practicable shall not be less than 2 Business Days), it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Trust Agreement as it shall deem advisable and in the best interests of the Securityholders, in which event the Property Trustee shall have no liability except for its own bad faith, negligence or willful misconduct; (c) any direction or act of the Depositor or the Administrative Trustees contemplated by this Trust Agreement shall be sufficiently evidenced by an Officers' Certificate; (d) whenever in the administration of this Trust Agreement, the Property Trustee shall deem it desirable that a matter be established before undertaking, suffering or omitting any action hereunder, the Property Trustee (unless other evidence is herein specifically prescribed) may, in the absence of bad faith on its part, request and conclusively rely upon an Officer's Certificate which, upon receipt of such request, shall be promptly delivered by the Depositor or the Administrative Trustees; (e) the Property Trustee shall have no duty to see to any recording, filing or registration of any instrument (including any financing or continuation statement, any filing under -36- 42 tax or securities laws or any filing under tax or securities laws) or any rerecording, refiling or reregistration thereof; (f) the Property Trustee may consult with counsel of its choice (which counsel may be counsel to the Depositor or any of its Affiliates) and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and, in accordance with such advice, such counsel may be counsel to the Depositor or any of its Affiliates, and may include any of its employees; 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 Securityholders pursuant to this Trust Agreement, unless such Securityholders shall have offered to the Property Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (h) the Property Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do so by one or more Securityholders, but the Property Trustee may make such further inquiry or investigation into such facts or matters as it may see fit; (i) the Property Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys, provided that the Property Trustee shall be responsible for its own negligence or recklessness 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 of the Trust Securities which instructions may only be given by the Holders of the same proportion in Liquidation Amount of the Trust Securities as would be entitled to direct the Property Trustee under the terms of the Trust Securities in respect of such remedy, right or action; (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions are received; and (iii) shall be protected in acting in accordance with such instructions; and (k) except as otherwise expressly provided by this 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 the Property Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Property Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Property Trustee shall be construed to be a duty. -37- 43 Section 804. Not Responsible for Recitals or Issuance of Securities. The Recitals contained herein and in the Trust Securities Certificates shall be taken as the statements of the Trust, and the Trustees do not assume any responsibility for their correctness. The Trustees shall not be accountable for the use or application by the Depositor of the proceeds of the Debentures. Section 805. May Hold Securities. Any Trustee or any other agent of any Trustee or the Trust, in its individual or any other capacity, may become the owner or pledgee of Trust Securities and, subject to Sections 808 and 813 and except as provided in the definition of the term "Outstanding" in Article I, may otherwise deal with the Trust with the same rights it would have if it were not a Trustee or such other agent. Section 806. Compensation; Indemnity; Fees. The Depositor agrees: (a) to pay to the Trustees from time to time compensation for all services rendered by them hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), in the case of the Property Trustee, as set forth in a written agreement between the Depositor and the Property Trustee; (b) except as otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses, disbursements and advances incurred or made by the Trustees in accordance with any provision of this Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to such Trustee's negligence, bad faith or willful misconduct (or, in the case of the Administrative Trustees or the Delaware Trustee, any such expense, disbursement or advance as may be attributable to its, his or her gross negligence, bad faith or willful misconduct); and (c) to indemnify each of the Trustees or any predecessor Trustee for, and to hold the Trustees harmless against, any loss, damage, claims, liability, penalty or expense of any kind or nature whatsoever, arising out of or in connection with the acceptance or administration of this Trust 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, except any such expense, disbursement or advance as may be attributable to such Trustee's negligence, bad faith or willful misconduct for (or, in the case of the Administrative Trustees or the Delaware Trustee, any such expense, disbursement or advance as may be attributable to its, his or her gross negligence, bad faith or willful misconduct). Each Trustee may claim a Lien or charge on Trust Property as a result of any amount due and unpaid pursuant to this Section 806. The Property Trustee and the Delaware Trustee may be the same Person. -38- 44 Section 807. Corporate Property Trustee Required; Eligibility of Trustees. (a) There shall at all times be a Property Trustee hereunder with respect to the Trust Securities. The Property Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section 807, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Property Trustee with respect to the Trust Securities shall cease to be eligible in accordance with the provisions of this Section 807, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VIII. (b) There shall at all times be one or more Administrative Trustees hereunder with respect to the Trust Securities. Each Administrative Trustee shall be either a natural person who is at least 21 years of age or a legal entity that shall act through one or more persons authorized to bind that entity. (c) There shall at all times be a Delaware Trustee with respect to the Trust Securities. The Delaware Trustee shall either be (i) a natural person who is at least 21 years of age and a resident of the State of Delaware; or (ii) a legal entity with its principal place of business in the State of Delaware and that otherwise meets the requirements of applicable Delaware law that shall act through one or more persons authorized to bind such entity. Section 808. Conflicting Interests. If the Property Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Property Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Trust Agreement. Section 809. Co-Trustees and Separate Trustee. (a) Unless an Event of Default shall have occurred and be 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 at the time be located, the Depositor shall have power to appoint, and upon the written request of the Property Trustee, the Depositor shall for such purpose join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Property Trustee either to act as co-trustee, jointly with the Property Trustee, of all or any part of such Trust Property, or to the extent required by law to act as separate trustee of any such property, in either case with such powers as may be provided in the instrument of appointment, and to vest in such Person or Persons in the capacity aforesaid, any property, title, right or power deemed necessary or desirable, subject to the other provisions of this Section 809. If the Depositor does not join in such appointment within 15 days after the receipt by it of a request so to do, or in case a Debenture Event of Default has occurred and is continuing, the Property Trustee alone shall have -39- 45 power to make such appointment. Any co-trustee or separate trustee appointed pursuant to this Section 809 shall either be (i) a natural person who is at least 21 years of age and a resident of the United States; or (ii) a legal entity with its principal place of business in the United States that shall act through one or more persons authorized to bind such entity. (b) Should any written instrument from the Depositor be required by any co-trustee or separate trustee so appointed for more fully confirming to such co-trustee or separate trustee such property, title, right, or power, any and all such instruments shall, on request, be executed, acknowledged, and delivered by the Depositor. (c) Every co-trustee or separate trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following terms, namely: (i) The Trust Securities shall be executed and delivered and all rights, powers, duties and obligations hereunder in respect of the custody of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustees specified hereunder, shall be exercised, solely by such Trustees and not by such co-trustee or separate trustee. (ii) The rights, powers, duties and obligations hereby conferred or imposed upon the Property Trustee in respect of any property covered by such appointment shall be conferred or imposed upon and exercised or performed by the Property Trustee or by the Property Trustee and such co-trustee or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the extent that under any law of any jurisdiction in which any particular act is to be performed, the Property Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or separate trustee. (iii) The Property Trustee at any time, by an instrument in writing executed by it, with the written concurrence of the Depositor, may accept the resignation of or remove any co-trustee or separate trustee appointed under this Section 809, and, in case a Debenture Event of Default has occurred and is continuing, the Property Trustee shall have the power to accept the resignation of, or remove, any such co-trustee or separate trustee without the concurrence of the Depositor. Upon the written request of the Property Trustee, the Depositor shall join with the Property Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to effectuate such resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner provided in this Section 809. (iv) 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. (v) The Property Trustee shall not be liable by reason of any act of a co-trustee or separate trustee. (vi) Any Act of Holders delivered to the Property Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee. -40- 46 Section 810. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of any Trustee (the "Relevant Trustee") and no appointment of a successor Trustee pursuant to this Article VIII shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 811. (b) Subject to the immediately preceding paragraph, the Relevant Trustee may resign at any time with respect to the Trust Securities by giving written notice thereof to the Securityholders. If the instrument of acceptance by the successor Trustee required by Section 811 shall not have been delivered to the Relevant Trustee within 30 days after the giving of such notice of resignation, the Relevant Trustee may petition, at the expense of the Depositor, any court of competent jurisdiction or the appointment of a successor Relevant Trustee with respect to the Trust Securities. (c) Unless a Debenture Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by Act of the Common Securityholder. If a Debenture Event of Default shall have occurred and be continuing, the Property Trustee or the Delaware Trustee, or both of them, may be removed at such time by Act of the Holders of a majority in Liquidation Amount of the Trust Preferred Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust). An Administrative Trustee may be removed by the Common Securityholder at any time. (d) If any Trustee shall resign, be removed or become incapable of acting as Trustee, or if a vacancy shall occur in the office of any Trustee for any cause, at a time when no Debenture Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to the retiring Trustee, shall promptly appoint a successor Trustee or Trustees with respect to the Trust Securities and the Trust, and the successor Trustee shall comply with the applicable requirements of Section 811. If the Property Trustee or the Delaware Trustee shall resign, be removed or become incapable of continuing to act as the Property Trustee or the Delaware Trustee, as the case may be, at a time when a Debenture Event of Default shall have occurred and is continuing, the Trust Preferred Securityholders, by Act of the Securityholders of a majority in Liquidation Amount of the Trust Preferred Securities then Outstanding delivered to the retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees with respect to the Trust Securities and the Trust, and such successor Trustee shall comply with the applicable requirements of Section 811. If an Administrative Trustee shall resign, be removed or become incapable of acting as Administrative Trustee, at a time when a Debenture Event of Default shall have occurred and be continuing, the Common Securityholder, by Act of the Common Securityholder delivered to an Administrative Trustee, shall promptly appoint a successor Administrative Trustee or Administrative Trustees with respect to the Trust Securities and the Trust, and such successor Administrative Trustee or Administrative Trustees shall comply with the applicable requirements of Section 811. If no successor Relevant Trustee with respect to the Trust Securities shall have been so appointed by the Common Securityholder or the Trust Preferred Securityholders and accepted appointment in the manner required by Section 811, any Securityholder who has been a Securityholder of Trust Securities on behalf of himself and all others -41- 47 similarly situated may petition a court of competent jurisdiction for the appointment Trustee with respect to the Trust Securities. (e) The Property Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of a successor Trustee to all Securityholders in the manner provided in Section 1008 and shall give notice to the Depositor. Each notice shall include the name of the successor Relevant Trustee and the address of its Corporate Trust office if it is the Property Trustee. (f) Notwithstanding the foregoing or any other provision of this Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee who is a natural person dies or becomes, in the opinion of the Depositor, incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by (a) the unanimous act of remaining Administrative Trustees if there are at least two of them; or (b) otherwise by the Depositor (with the successor in each case being a Person who satisfies the eligibility requirement for Administrative Trustees set forth in Section 807). Section 811. Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Relevant Trustee with respect to the Trust Securities and the Trust, the retiring Relevant Trustee and each successor Relevant Trustee with respect to the Trust Securities shall execute and deliver an instrument hereto wherein each successor Relevant Trustee shall accept such appointment and which shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust and upon the execution and delivery of such instrument the resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Trust Securities and the Trust; but, on request of the Trust or any successor Relevant Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the Trust Securities and the Trust. (b) Upon request of any such successor Relevant Trustee, the Trust shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Relevant Trustee all such rights, powers and trusts referred to in the immediately preceding paragraph, as the case may be. (c) No successor Relevant Trustee shall accept its appointment unless at the time of such acceptance such successor Relevant Trustee shall be qualified and eligible under this Article VIII. -42- 48 Section 812. Merger, Conversion, Consolidation or Succession to Business. Any Person into which the Property Trustee, the Delaware Trustee or any Administrative Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Relevant Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of such Relevant Trustee, shall be the successor of such Relevant Trustee hereunder, provided such Person shall be otherwise qualified and eligible under this Article VIII, without the execution or filing of any paper or any further act on the part of any of the parties hereto. Section 813. Preferential Collection of Claims Against Depositor or Trust. If and when the Property Trustee or the Delaware Trustee shall be or become a creditor of the Depositor or the Trust (or any other obligor upon the Debentures or the Trust Securities), the Property Trustee or the Delaware Trustee, as the case may be, shall be subject to and shall take all actions necessary in order to comply with the provisions of the Trust Indenture Act regarding the collection of claims against the Depositor or Trust (or any such other obligor). Section 814. Reports by Property Trustee. (a) Not later than July 15 of each year commencing with July 15, 2002, the Property Trustee shall transmit to all Securityholders in accordance with Section 1008, and to the Depositor, a brief report dated as of May 15 with respect to: (i) its eligibility under Section 807 or, in lieu thereof, if to the best of its knowledge it has continued to be eligible under said Section, a written statement to such effect; and (ii) any change in the property and funds in its possession as Property Trustee since the date of its last report and any action taken by the Property Trustee in the performance of its duties hereunder which it has not previously reported and which in its opinion materially affects the Trust Securities. (b) In addition the Property Trustee shall transmit to Securityholders such reports concerning the Property Trustee and its actions under this Trust Agreement as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. (c) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Property Trustee with the OTC Bulletin Board, and each national securities exchange or other organization upon which the Trust Securities are listed, and also with the Commission and the Depositor. Section 815. Reports to the Property Trustee. The Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such documents, reports and information as required by Section 314 of the Trust Indenture Act (if any) and the compliance certificate required by Section 314(a) of the Trust -43- 49 Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. Section 816. Evidence of Compliance with Conditions Precedent. Each of the Depositor and the Administrative Trustees on behalf of the Trust shall provide to the Property Trustee such evidence of compliance with any conditions precedent, if any, provided for in this 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 817. Number of Trustees. (a) The number of Trustees shall be five, provided that the Holder of all of the Common Securities by written instrument may increase or decrease the number of Administrative Trustees. The Property Trustee and the Delaware Trustee may be the same Person. (b) If a Trustee ceases to hold office for any reason and the number of Administrative Trustees is not reduced pursuant to Section 817(a), or if the number of Trustees is increased pursuant to Section 817(a), a vacancy shall occur. The vacancy shall be filled with a Trustee appointed in accordance with Section 810. (c) The death, resignation, retirement, removal, bankruptcy, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul the Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 810, the Administrative Trustees in office, regardless of their number (and notwithstanding any other provision of this Agreement), shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement. Section 818. Delegation of Power. (a) Any Administrative Trustee may, by power of attorney consistent with applicable law, delegate to any other natural person over the age of 21 his or her power for the purpose of executing any documents contemplated in Section 207(a); and (b) The Administrative Trustees shall have power to delegate from time to time to such of their number or to the Depositor the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Administrative Trustees or otherwise as the Administrative Trustees may deem expedient, to the extent such delegation is not prohibited by applicable law or contrary to the provisions of the Trust, as set forth herein. Section 819. Voting. Except as otherwise provided in this Trust Agreement, the consent or approval of the Administrative Trustees shall require consent or approval by not less than a majority of the Administrative Trustees, unless there are only two, in which case both must consent. -44- 50 ARTICLE IX TERMINATION, LIQUIDATION AND MERGER Section 901. Termination Upon Expiration Date. Unless earlier dissolved, the Trust shall automatically dissolve on, ______________, 2031 (the "Expiration Date") subject to distribution of the Trust Property in accordance with Section 904. Section 902. Early Termination. The first to occur of any of the following events is an "Early Termination Event:" (a) the occurrence of a Bankruptcy Event in respect of, or the dissolution or liquidation of, the Depositor; (b) delivery of written direction to the Property Trustee by the Depositor at any time (which direction is wholly optional and within the discretion of the Depositor, subject to Depositor having received prior approval of the Board of Governors of the Federal Reserve System if so required under applicable guidelines, policies or regulations thereof) to dissolve the Trust and distribute the Debentures to Securityholders in exchange for the Trust Preferred Securities in accordance with Section 904; (c) the redemption of all of the Trust Preferred Securities in connection with the redemption of all of the Debentures (whether upon a Debenture Redemption Date or the maturity of the Debenture); or (d) an order for dissolution of the Trust shall have been entered by a court of competent jurisdiction. Section 903. Termination. The respective obligations and responsibilities of the Trustees and the Trust created and continued hereby shall terminate upon the latest to occur of the following: (a) the distribution by the Property Trustee to Securityholders upon the liquidation of the Trust pursuant to Section 904, or upon the redemption of all of the Trust Securities pursuant to Section 402, of all amounts required to be distributed hereunder upon the final payment of the Trust Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge of all administrative duties of the Administrative Trustees, including the performance of any tax reporting obligations with respect to the Trust or the Securityholders; and (d) the filing of a Certificate of Cancellation by the Administrative Trustee under the Business Trust Act. Section 904. Liquidation. (a) If an Early Termination Event specified in clause (a), (b), o (d) of Section 902 occurs or upon the Expiration Date, the Trust shall be liquidated by the Trustees as expeditiously as the Trustees determine to be possible by distributing, after satisfaction of liabilities to creditors of the -45- 51 Trust as provided by applicable law, to each Securityholder a Like Amount of Debentures, subject to Section 904(d). Notice of liquidation shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust Securities at such Holder's address appearing in the Securities Register. All notices of liquidation shall: (i) state the Liquidation Date; (ii) state that from and after the Liquidation Date, the Trust Securities shall no longer be deemed to be Outstanding and any Trust Securities Certificates not surrendered for exchange shall be deemed to represent a Like Amount of Debentures; and (iii) provide such information with respect to the mechanics by which Holders may exchange Trust Securities Certificates for Debentures, or, if Section 904(d) applies, receive a Liquidation Distribution, as the Administrative Trustees or the Property Trustee shall deem appropriate. (b) Except where Section 902(c) or 904(d) applies, in order to effect the liquidation of the Trust and distribution of the Debentures to Securityholders, the Property Trustee shall establish a record date for such distribution (which shall be not more than 45 days prior to the Liquidation Date) and, either itself acting as exchange agent or through the appointment of a separate exchange agent, shall establish such procedures as it shall deem appropriate to effect the distribution of Debentures in exchange for the Outstanding Trust Securities Certificates. (c) Except where Section 902(c) or 904(d) applies, after the Liquidation Date, (i) the Trust Securities shall no longer be deemed to be outstanding; (ii) certificates representing a Like Amount of Debentures shall be issued to holders of Trust Securities Certificates upon surrender of such certificates to the Administrative Trustees or their agent for exchange; (iii) the Depositor shall use its reasonable efforts to have the Debentures quoted on the OTC Bulletin Board or on such other securities exchange or other organization as the Trust Preferred Securities are then listed or traded; (iv) any Trust Securities Certificates not so surrendered for exchange shall be deemed to represent a Like Amount of Debentures, accruing interest at the rate provided for in the Debentures from the last Distribution Date on which a Distribution was made on such Trust Securities Certificates until such certificates are so surrendered (and until such certificates are so surrendered, no payments of interest or principal shall be made to holders of Trust Securities Certificates with respect to such Debentures); and (v) all rights of Securityholders holding Trust Securities shall cease, except the right of such Securityholders to receive Debentures upon surrender of Trust Securities Certificates. (d) In the event that, notwithstanding the other provisions of this Section 904, whether because of an order for dissolution entered by a court of competent jurisdiction or otherwise, distribution of the Debentures in the manner provided herein is determined by the Property Trustee not to be practical, the Trust Property shall be liquidated, and the Trust shall be dissolved, wound-up or terminated, by the Property Trustee in such manner as the Property Trustee determines. In such event, on the date of the dissolution, winding-up or other termination of the Trust, Securityholders shall be entitled to receive out of the assets of the Trust available for -46- 52 distribution to Securityholders, after satisfaction of liabilities to creditors of the Trust as provided by applicable law, an amount equal to the Liquidation Amount per Trust Security plus accumulated and unpaid Distributions thereon to the date of payment (such amount being the "Liquidation Distribution"). If, upon any such dissolution, winding-up or termination, the Liquidation Distribution can be paid only in part because the Trust has insufficient assets available to pay in full the aggregate Liquidation Distribution, then, subject to the next succeeding sentence, the amounts payable by the Trust on the Trust Securities shall be paid on a pro rata basis (based upon Liquidation Amounts). The holder of the Common Securities shall be entitled to receive Liquidation Distributions upon any such dissolution, winding-up or termination pro rata (determined as aforesaid) with Holders of Trust Preferred Securities, except that, if a Debenture Event of Default has occurred and is continuing, the Trust Preferred Securities shall have a priority over the Common Securities. Section 905. 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 any corporation or other Person, except pursuant to this Section 905. At the request of the Depositor, with the consent of the Administrative Trustees and without the consent of the holders of the Trust Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust may merge with or into, consolidate, amalgamate, be replaced by or convey, transfer or lease its properties and assets substantially as an entirety to a trust organized as such under the laws of any state; provided, that (i) such successor entity either (a) expressly assumes all of the obligations of the Trust with respect to the Trust Preferred Securities; or (b) substitutes for the Trust Preferred Securities other securities having substantially the same terms as the Trust Preferred Securities (the "Successor Securities) so long as the Successor Securities rank the same as the Trust Preferred Securities rank in priority with respect to distributions and payments upon liquidation, redemption and otherwise; (ii) the Depositor expressly appoints a trustee of such successor entity possessing substantially the same powers and duties as the Property Trustee as the holder of the Debentures; (iii) the Successor Securities are listed or traded, or any Successor Securities shall be listed or traded upon notification of issuance, on any national securities exchange or other organization on which the Trust Preferred Securities are then listed, if any; (iv) such 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; (v) such successor entity has a purpose substantially identical to that of the Trust; (vi) prior to such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, the Depositor 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 Trust Preferred Securities (including any Successor Securities) in any material respect; and (b) following such merger, consolidation, amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor such successor entity shall be required to register as an "investment company" under the Investment Company Act; and (vii) the Depositor owns all of the Common Securities of such successor entity and guarantees the obligations of such successor entity under the Successor Securities at least to the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except with the consent of holders of 100% in Liquidation Amount of the Trust Preferred Securities, consolidate, amalgamate, merge with or into, or be replaced by or -47- 53 convey, transfer or lease its properties and assets substantially as an entirety to any other Person or permit any other Person to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger or replacement would cause the Trust or the successor entity to be classified as other than a grantor trust for United States federal income tax purposes. ARTICLE X MISCELLANEOUS PROVISIONS Section 1001. Limitation of Rights of Securityholders. The death or incapacity of any Person having an interest, beneficial or otherwise, in Trust Securities shall not operate to terminate this Trust Agreement, nor entitle the legal representatives or heirs of such Person or any Securityholder for such Person, to claim an accounting, take any action or bring any proceeding in any court for a partition or winding-up of the arrangements contemplated hereby, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. Section 1002. Amendment. (a) This Trust Agreement may be amended from time to time by the Trustees and the Depositor, without the consent of any Securityholders, (i) as provided in Section 811 with respect to acceptance of appointment by a successor Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein or therein which may be inconsistent with any other provision herein or therein, or to make any other provisions with respect to matters or questions arising under this Trust Agreement, that shall not be inconsistent with the other provisions of this Trust Agreement; or (iii) to modify, eliminate or add to any provisions of this Trust Agreement to such extent as shall be necessary to ensure that the Trust shall be classified for United States federal income tax purposes as a grantor trust at all times that any Trust Securities are outstanding or to ensure that the Trust shall not be required to register as an "investment company" under the Investment Company Act; provided, however, that in the case of clause (ii), such action shall not adversely affect in any material respect the interests of any Securityholder, and any amendments of this Trust Agreement shall become effective when notice thereof is given to the Securityholders. (b) Except as provided in Section 601(c) or Section 1002(c) hereof, any provision of this Trust Agreement may be amended by the Trustees and the Depositor (i) with the consent of Trust Securityholders representing not less than a majority (based upon Liquidation Amounts) of the Trust Securities then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel to the effect that such amendment or the exercise of any power granted to the Trustees in accordance with such amendment shall not affect the Trust's status as a grantor trust for United States federal income tax purposes or the Trust's exemption from status of 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 Securityholder (such consent being obtained in accordance with Section 603 or 606 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 -48- 54 amount of any Distribution required to be made in respect of the Trust Securities as of a specified date; or (ii) restrict the right of a Securityholder to institute suit for the enforcement of any such payment on or after such date; notwithstanding any other provision herein, without the unanimous consent of the Securityholders (such consent being obtained in accordance with Section 603 or 606 hereof), this paragraph (c) of this Section 1002 may not be amended. (d) Notwithstanding any other provisions of this Trust Agreement, no Trustee shall enter into or consent to any amendment to this Trust Agreement which would cause the Trust to fail or cease to qualify for the exemption from status of an "investment company" under the Investment Company Act or to fail or cease to be classified as 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 Depositor, this Trust Agreement may not be amended in a manner which imposes any additional obligation on the Depositor. (f) In the event that any amendment to this Trust Agreement is made, the Administrative Trustees shall promptly provide to the Depositor a copy of such amendment. (g) Neither the Property Trustee nor the Delaware Trustee shall be required to enter into any amendment to this Trust Agreement which affects its own rights, duties or immunities under this Trust Agreement. The Property Trustee shall be entitled to receive an Opinion of Counsel and an Officers' Certificate stating that any amendment to this Trust Agreement is in compliance with this Trust Agreement. Section 1003. 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 1004. Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF). Section 1005. Payments Due on Non-Business Day. If the date fixed for any payment on any Trust Security shall be a day that is not a Business Day, then such payment need not be made on such date but may be made on the next succeeding day which is a Business Day, except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (and without any reduction of interest or any other payment in respect of any such acceleration), in each case with the same -49- 55 force and effect as though made on the date fixed for such payment, and no distribution shall accumulate thereon for the period after such date. Section 1006. Successors. This Trust Agreement shall be binding upon and shall inure to the benefit of any successor to the Depositor, the Trust or the Relevant Trustee(s), including any successor by operation of law. Except in connection with a consolidation, merger or sale involving the Depositor that is permitted under Article XII of the Indenture and pursuant to which the assignee agrees in writing to perform the Depositor's obligations hereunder, the Depositor shall not assign its obligations hereunder. Section 1007. Headings. The Article and Section headings are for convenience only and shall not affect the construction of this Trust Agreement. Section 1008. Reports, Notices and Demands. Any report, notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Securityholder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (a) in the case of a Trust Preferred Securityholder, to such Trust Preferred Securityholder as such Securityholder's name and address may appear on the Securities Register; and (b) in the case of the Common Securityholder or the Depositor, to Solectron Corporation, 777 Gibraltar Dr., Milpitas, CA, 95035, Attn: Susan Wang, facsimile no.: __________. Any notice to Trust Preferred Securityholders shall also be given to such owners as have, within two years preceding the giving of such notice, filed their names and addresses with the Property Trustee for that purpose. Such notice, demand or other communication to or upon a Securityholder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon the Trust, the Property Trustee or the Administrative Trustees shall be given in writing addressed (until another address is published by the Trust) as follows: (a) with respect to the Property Trustee to First Union Trust Company, National Association, One Rodney Square, 920 King Street, 1st Floor, Wilmington, Delaware 19801, Attention: Corporate Trust Administration; (b) with respect to the Delaware Trustee, to First Union Trust Company, National Association at the above address; and (c) with respect to the Administrative Trustees, to them at the address above for notices to the Depositor, marked "Attention: Administrative Trustees of Capital Trust." Such notice, demand or other communication to or upon the Trust or the Property Trustee shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the Trust or the Property Trustee. Section 1009. Agreement not to Petition. Each of the Trustees and the Depositor agree for the benefit of the Securityholders that, until at least one year and one day after the Trust has been terminated in accordance with Article IX, they -50- 56 shall not file, or join in the filing of, a petition against the Trust under any bankruptcy, insolvency, reorganization or other similar law (including, without limitation, the United States Bankruptcy Code of 1978, as amended) (collectively, "Bankruptcy Laws") or otherwise join in the commencement of any proceeding against the Trust under any Bankruptcy Law. In the event the Depositor or any of the Trustees takes action in violation of this Section 1009, the Property Trustee agrees, for the benefit of Securityholders, that at the expense of the Depositor (which expense shall be paid prior to the filing), it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such petition by the Depositor or such Trustee against the Trust or the commencement of such action and raise the defense that the Depositor or such Trustee has agreed in writing not to take such action and should be stopped and precluded therefrom. The provisions of this Section 1009 shall survive the termination of this Trust Agreement. Section 1010. 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 such provisions. (b) The Property Trustee shall be the only Trustee which is a trustee for the purposes of the Trust Indenture Act. (c) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Trust Agreement by any of the provisions of the Trust Indenture Act, such required provision shall control. If any provision of this Trust Agreement modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Trust Agreement as so modified or to be excluded, as the case may be. The application of the Trust Indenture Act to this Trust Agreement shall not affect the nature of the Securities as equity securities representing undivided beneficial interests in the assets of the Trust. Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS. [SIGNATURE PAGE FOLLOWS] -51- 57 SOLECTRON CORPORATION By: -------------------------------------- Susan Wang Chief Financial Officer FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Property Trustee By: -------------------------------------- Sterling Correia Vice President FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Delaware Trustee By: -------------------------------------- Sterling Correia Vice President ----------------------------------------- Susan Wang, As Administrative Trustee ----------------------------------------- Robert Hirt, As Administrative Trustee 58 EXHIBIT A CERTIFICATE OF TRUST OF SOLECTRON CAPITAL TRUST I CERTIFICATE OF TRUST OF SOLECTRON CAPITAL TRUST I THIS Certificate of Trust of Solectron Capital Trust I (the "Trust"), dated December 21, 1998, is being duly executed and filed by First Union Trust Company, National Association, as trustee, to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.). 1. Name. The name of the business trust formed hereby is Solectron Capital Trust I. 2. Delaware Trustee. The name and business address of the trustee of the Trust in the State of Delaware is First Union Trust Company, National Association located at 920 King Street, Wilmington, Delaware 19801 (Attention: Corporate Trust Group). 3. Effective Date. This Certificate of Trust shall be effective as of the date filed. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Trust as of the date first-above written in accordance with Section 3811(a)(i) of the Delaware Business Trust Act. FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as trustee By: /s/ Sterling C. Correia -------------------------------------- Name: Sterling C. Correia Title: Vice President /s/ Susan S. Wang -------------------------------------- as Regular Trustee Name: Susan S. Wang /s/ Robert W. Hirt -------------------------------------- as Regular Trustee Name: Robert W. Hirt A-1 59 EXHIBIT B THIS CERTIFICATE IS NOT TRANSFERABLE Certificate Number 1 Number of Common Securities ___________ Certificate Evidencing Common Securities of Solectron Capital Trust I Common Securities (liquidation amount ____ per Common Security) SOLECTRON CAPITAL TRUST I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that SOLECTRON CORPORATION (the "Holder") is the registered owner of ______________________ (___________) common securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the Common Securities (liquidation amount ____ per Common Security) (the "Common Securities"). In accordance with Section 510 of the Trust Agreement (as defined below), the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of, ______________, 2001, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of the Common Securities as set forth therein. The Trust shall furnish a copy of the Trust Agreement to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has executed this certificate this _______ day of ______________, 2001. Solectron Capital Trust I By: ------------------------------------- Name: Susan Wang Title: Administrative Trustee B-1 60 EXHIBIT C AGREEMENT AS TO EXPENSES AND LIABILITIES AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of ____________, 2001, between SOLECTRON CORPORATION, a Delaware corporation (the "Company"), and SOLECTRON CAPITAL TRUST I, a Delaware business trust (the "Trust"). RECITALS WHEREAS, the Trust intends to issue its common securities (the "Common Securities") to, and receive Subordinated Debentures (the "Debentures") from, the Company and to issue and sell Solectron Capital Trust I Trust Preferred Securities (the "Trust Preferred Securities") with such powers, preferences and special rights and restrictions as are set forth in the Amended and Restated Trust Agreement of the Trust dated as of __________, 2001, as the same may be amended from time to time (the "Trust Agreement"); WHEREAS, the Company shall directly or indirectly own all of the Common Securities of the Trust and shall issue the Debentures; NOW, THEREFORE, in consideration of the purchase by each holder of the Trust Preferred Securities, which purchase the Company hereby agrees shall benefit the Company and which purchase the Company acknowledges shall be made in reliance upon the execution and delivery of this Agreement, the Company, including in its capacity as holder of the Common Securities, and the Trust hereby agree as follows: ARTICLE I Section 1.1 Guarantee by the Company. Subject to the terms and conditions hereof, the Company, including in its capacity as holder of the Common Securities, hereby irrevocably and unconditionally guarantees to each person or entity to whom the Trust is now or hereafter becomes indebted or liable (the "Beneficiaries") the full payment when and as due, of any and all Obligations (as hereinafter defined) to such Beneficiaries. As used herein, "Obligations" means any costs, expenses or liabilities of the Trust other than obligations of the Trust to pay to holders of any Trust Preferred Securities or other similar interests in the Trust the amounts due such holders pursuant to the terms of the Trust Preferred Securities or such other similar interests, as the case may be. This Agreement is intended to be for the benefit of, and to be enforceable by, all such Beneficiaries, whether or not such Beneficiaries have received notice hereof. Section 1.2 Term of Agreement. This Agreement shall terminate and be of no further force and effect upon the later of (a) the date on which full payment has been made of all amounts payable to all holders of all the Trust Preferred Securities (whether upon redemption, liquidation, exchange or otherwise); and (b) the date C-1 61 on which there are no Beneficiaries remaining; provided, however, that this Agreement shall continue to be effective or shall be reinstated, as the case may be, if at any time any holder of Trust Preferred Securities or any Beneficiary must restore payment of any sums paid under the Trust Preferred Securities, under any obligation, under the Trust Preferred Securities Guarantee Agreement dated the date hereof by the Company and First Union Trust Company, National Association, as guarantee trustee or under this Agreement for any reason whatsoever. This Agreement is continuing, irrevocable, unconditional and absolute. Section 1.3 Waiver of Notice. The Company hereby waives notice of acceptance of this Agreement and of any obligation to which it applies or may apply, and the Company hereby waives presentment, demand for payment, protest, notice of nonpayment, notice of dishonor, notice of redemption and all other notices and demands. Section 1.4 No Impairment. The obligations, covenants, agreements and duties of the Company under this 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 extension of time for the payment by the Trust of all or any portion of the obligations or for the performance of any other obligation under, arising out of, or in connection with, the obligations; (b) any failure, omission, delay or lack of diligence on the part of the Beneficiaries to enforce, assert or exercise any right, privilege, power or remedy conferred on the Beneficiaries with respect to the obligations or any action on the part of the Trust granting indulgence or extension of any kind; or (c) the voluntary or involuntary liquidation, dissolution, sale of any collateral, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement composition or readjustment of debt of, or other similar proceedings affecting, the Trust or any of the assets of the Trust. There shall be no obligation of the Beneficiaries to give notice to, or obtain the consent of, the Company with respect to the happening of any of the foregoing. Section 1.5 Enforcement. A Beneficiary may enforce this Agreement directly against the Company, and the Company waives any right or remedy to require that any action be brought against the Trust or any other person or entity before proceeding against the Company. C-2 62 ARTICLE II Section 2.1 Binding Effect. All guarantees and agreements contained in this Agreement shall bind the successors, assigns, receivers, trustees and representatives of the Company and shall inure to the benefit of the Beneficiaries. Section 2.2 Amendment. So long as there remains any Beneficiary or any Trust Preferred Securities of any series are outstanding, this Agreement shall not be modified or amended in any manner adverse to such Beneficiary or to any of the holders of the Trust Preferred Securities. Section 2.3 Notices. Any notice, request or other communication required or permitted to be given hereunder shall be given in writing by delivering the same by facsimile transmission (confirmed by mail), telex, or by registered or certified mail, addressed as follows (and if so given, shall be deemed given when mailed or upon receipt of an answer back, if sent by telex): --------------------- --------------------- --------------------- --------------------- Section 2.4 This agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware (without regard to conflict of laws principles). THIS AGREEMENT is executed as of the day and year first above written. SOLECTRON CORPORATION By: -------------------------------------- Susan Wang President SOLECTRON CAPITAL TRUST I By: -------------------------------------- Robert Hirt Administrative Trustee C-3 63 EXHIBIT D Certificate Number __________ Number of Trust Preferred Securities ___________ Certificate Evidencing Trust Preferred Securities of Solectron Capital Trust I Trust Preferred Securities (liquidation amount ____ per Trust Preferred Security) CUSIP _____________ Solectron Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of _________ preferred securities of the Trust representing undivided beneficial interests in the assets of the Trust and designated the Trust Preferred Securities (liquidation amount ____ per Trust Preferred Security) (the "Trust Preferred Securities"). The Trust Preferred Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer as provided in Section 504 of the Trust Agreement (as defined herein). The designations, rights, privileges, restrictions, preferences, and other terms and provisions of the Trust Preferred Securities are set forth in, and this certificate and the Trust Preferred Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Trust Agreement of the Trust dated as of ____________, 2001, as the same may be amended from time to time (the "Trust Agreement"), including the designation of the terms of Trust Preferred Securities as set forth therein. The Holder is entitled to the benefits of the Trust Preferred Securities Guarantee Agreement entered into by Solectron Corporation, a Delaware corporation, and First Union Trust Company, National Association, as guarantee trustee, dated as of ____________, 2001, as the same may be amended from time to time (the "Guarantee"), to the extent provided therein. The Trust shall furnish a copy of the Trust Agreement and the Guarantee to the Holder without charge upon written request to the Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Trust Agreement and is entitled to the benefits thereunder. Unless the Certificate of Authentication has been manually executed by the Authentication Agent, this certificate is not valid or effective. IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed this Certificate this ______ day of _____________, 2001. D-1 64 CERTIFICATE OF AUTHENTICATION: SOLECTRON CAPITAL TRUST I This is one of the Trust Preferred Securities Referred to in the within By: mentioned Amended and Restated Trust -------------------------------- Agreement. Susan Wang, as Administrative Trustee By: -------------------------------- Robert Hirt, as Administrative Trustee FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Authentication Agent and Registrar By: -------------------------------- AUTHORIZED SIGNATURE 65 FORM OF REVERSE OF CERTIFICATE The Trust will furnish without charge to any registered owner of Trust Preferred Securities who so requests, a copy of the Trust Agreement and the Guarantee. Any such request should be in writing and addressed to Solectron Capital Trust I, c/o Solectron Corporation, 777 Gibraltar Dr., Milpitas, CA 95035, or to the Registrar named on the face of this Certificate. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN CON - as tenants in common TEN ENT - as tenants in the entireties JT TEN - as joint tenants with right of survival UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please insert social security or other identifying number of assignee) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (insert address and zip code of assignee) the within Certificate and all rights and interests represented by the Trust Preferred Securities evidenced thereby, and hereby irrevocably constitutes and appoints attorney to transfer the said Trust Preferred Securities on the books of the within-named Trust with full power of substitution in the premises. Dated: Signature: ------------------- -------------------------------------- Note: The signature(s) to this assignment must correspond with the name(s) as written upon the face of this Certificate in every particular, without alteration or enlargement, or any change whatever. Signature(s) Guaranteed: NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution" that is a member or participant in a "signature guarantee program" (i.e., the Securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). 66 EXHIBIT E FORM OF CERTIFICATE OF AUTHENTICATION This is one of the Floating Rate Cumulative Trust Preferred Securities referred to in the within-mentioned Amended and Restated Trust Agreement. FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, as Authentication Agent and Registrar By: -------------------------------------- AUTHORIZED SIGNATURE E-1 EX-23.1 4 f74560a2ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Solectron Corporation: We consent to incorporation herein by reference of our report dated September 15, 2000, relating to the consolidated balance sheets of Solectron Corporation and subsidiaries as of August 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity, comprehensive income, and cash flows for each of the years in the three-year period ended August 31, 2000, and the related schedule, which report appears in the August 31, 2000, annual report on Form 10-K of Solectron Corporation, and to the reference to our firm under the heading "Experts" in the prospectus. Mountain View, California August 28, 2001 /s/ KPMG EX-25.4 5 f74560a2ex25-4.txt EXHIBIT 25.4 1 EXHIBIT 25.4 REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [X] ---------------- FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) United States National Banking Association 56-1989961 (State of incorporation if (I.R.S. employer not a national bank) identification no.) First Union Trust Company, National Association One Rodney Square, Suite 102 920 King St. Wilmington, DE 19801 (Address of principal (Zip Code) executive offices) Same as above (Name, address and telephone number, including area code, of trustee's agent for service) SOLECTRON CAPITAL TRUST I (Exact name of obligor as specified in its charter) The State of Delaware 77-0578652 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) c/o Sterling C. Correia, Vice President First Union Trust Company, National Association One Rodney Square 920 King Street, Suite 102 Wilmington, DE 19801 (Address, including zip code, of principal executive offices) -------------------- Preferred Trust Securities (Type of securities) 2 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

- ------------------------------------------------------------------- Name Address - ------------------------------------------------------------------- Federal Reserve Bank of Richmond, VA Richmond, VA Comptroller of the Currency Washington, D.C. Securities and Exchange Commission Division of Market Regulation Washington, D.C. Federal Deposit Insurance Corporation Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. 2. Affiliations with obligor and underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note 1 on Page 4.) Because the obligor is not in default on any securities issued under indentures under which the applicant is trustee, Items 3 through 15 are not required herein. 2 3 16. List of Exhibits. All exhibits identified below are filed as a part of this statement of eligibility. 1. A copy of the Articles of Association of First Union Trust Company, National Association, as now in effect, which contain the authority to commence business and a grant of powers to exercise corporate trust powers, attached as Exhibit A. 2. A copy of the certificate of authority of the trustee to commence business, if not contained in the Articles of Association, attached as Exhibit B. 3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in exhibits (1) or (2) above, attached as Exhibit C. 4. A copy of the existing By-laws of First Union Trust Company, National Association, or instruments corresponding thereto, attached as Exhibit D. 5. Inapplicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 is included at Page 4 of this Form T-1 Statement, attached as Exhibit E. 7. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority is attached hereto, attached as Exhibit F. 8. Inapplicable. 9. Inapplicable. 3 4 NOTE Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, First Union Trust Company, 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington, and State of Delaware, on the 28th day of August, 2001. FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION (trustee) By: \s\ Sterling C. Correia Name: Sterling Correia Title: Vice President EXHIBIT A 4 5 Charter No. _________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION ARTICLES OF ASSOCIATION For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following Articles of Association: FIRST. The title of this association shall be FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION SECOND. The main office of this association shall be in Wilmington, Delaware. The business of this association will be limited to that of a national trust bank. This association must obtain the prior written approval of the Office of the Comptroller of the Currency ("OCC") before amending its Articles of Association to expand the scope of its activities and services. Transfers of this association's stock are subject to prior approval of a federal depository institution regulatory agency. If no other agency approval is required, the OCC's approval must be obtained before the transfers. In such cases where OCC approval is required, the OCC will apply the definitions and standards of the Change in Bank Control Act and the OCC's implementing regulation to ownership changes in this association. THIRD. The Board of Directors of this association shall consist of not less than five nor more than twenty-five shareholders, 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. Each director, during the full term of his directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Any vacancy in the Board of Directors may be filled by action of the Board of Directors. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified thereby in the bylaws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the Board of Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of this association entitled to vote for election of directors. Nominations other than those made by or on behalf of 5 6 the existing bank management shall be made in writing and be delivered or mailed to the president of this association and to the OCC, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of this association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: o The name and address of each proposed nominee. o The principal occupation of each proposed nominee. o The total number of shares of capital stock of this association that will be voted for each proposed nominee. o The name and residence address of the notifying shareholder. o The number of shares of capital stock of this association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairperson of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. FIFTH. The authorized amount of capital stock of this association shall be 2,000 shares of common stock of the par value of one hundred dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. If the capital stock is increased by the sale of additional shares thereof, each shareholder shall be entitled to subscribe for such additional shares in proportion to the number of shares of said capital stock owned by him at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders' meeting is specified in a resolution by the shareholders at the time the increase is authorized. The Board of Directors will have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of capital stock must be exercised. This association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH. The Board of Directors shall appoint one of its members president of this association, who shall be chairperson of the Board of Directors, unless the Board of Directors 6 7 appoints another director to be the chairperson. 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. The Board of Directors shall have the power to: o Define the duties of the officers and employees of this association. o Fix the salaries to be paid to the officers and employees. o Dismiss officers and employees. o Require bonds from officers and employees and to fix the penalty thereof. o Regulate the manner in which any increase of the capital of this association shall be made. o Manage and administer the business and affairs of this association. o Make all bylaws that it may be lawful for the Board of Directors to make. o Generally to perform all acts that are legal for a Board of Directors to perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the association to any other location, without the approval of the shareholders. EIGHTH. The corporate existence of this association shall continue until terminated according to the laws of the United States. NINTH. The Board of Directors of this association, or any three or more shareholders owning, in the aggregate, not less than 10 percent of the stock of this association, may call a special meeting of shareholders at any time. 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 10 days prior to the date of the meeting to each shareholder of record at his address as shown upon the books of this association. TENTH. Each director and executive officer of this association shall be indemnified by the association against liability in any proceeding (including without limitation a proceeding 7 8 brought by or on behalf of this association itself) arising out of his status as such or his activities in either of the foregoing capacities, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of this association. Liabilities incurred by a director or executive officer of this association in defending a proceeding shall be paid by this association in advance of the final disposition of such proceeding upon receipt of an undertaking by the director or executive officer to repay such amount if it shall be determined, as provided in the last paragraph of this Article Tenth, that he is not entitled to be indemnified by this association against such liabilities. The indemnity against liability in the preceding paragraph of this Article Tenth, including liabilities incurred in defending a proceeding, shall be automatic and self-operative. Any director, officer or employee of this association who serves at the request of this association as a director, officer, employee or agent of a charitable, not-for-profit, religious, educational or hospital corporation, partnership, joint venture, trust or other enterprise, or a trade association, or as a trustee or administrator under an employee benefit plan, or who serves at the request of this association as a director, officer or employee of a business corporation in connection with the administration of an estate or trust by this association, shall have the right to be indemnified by this association, subject to the provisions set forth in the following paragraph of this Article Tenth, against liabilities in any manner arising out of or attributable to such status or activities in any such capacity, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of this association, or of the corporation, partnership, joint venture, trust, enterprise, association or plan being served by such person. In the case of all persons except the directors and executive officers of this association, the determination of whether a person is entitled to indemnification under the preceding paragraph of this Article Tenth shall be made by and in the sole discretion of the Chief Executive Officer of this association. In the case of the directors and executive officers of this association, the indemnity against liability in the preceding paragraph of this Article Tenth shall be automatic and self-operative. For purposes of this Article Tenth of these Articles of Association only, the following terms shall have the meanings indicated: (a) "association" means First Union Trust Company, National Association and its direct and indirect wholly-owned subsidiaries. (b) "director" means an individual who is or was a director of this association. (c) "executive officer" means an officer of this association who by resolution of the Board of Directors of this association has been determined to be an executive officer of this association for purposes of Regulation O of the Federal Reserve Board. 8 9 (d) "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees and expenses, incurred with respect to a proceeding. (e) "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (f) "proceeding" means any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. This association shall have no obligation to indemnify any person for an amount paid in settlement of a proceeding unless this association consents in writing to such settlement. The right to indemnification herein provided for shall apply to persons who are directors, officers, or employees of banks or other entities that are hereafter merged or otherwise combined with this association only after the effective date of such merger or other combination and only as to their status and activities after such date. The right to indemnification herein provided for shall inure to the benefit of the heirs and legal representatives of any person entitled to such right. No revocation of, change in, or adoption of any resolution or provision in the Articles of Association or By-laws of this association inconsistent with, this Article Tenth shall adversely affect the rights of any director, officer, or employee of this association with respect to (i) any proceeding commenced or threatened prior to such revocation, change, or adoption, or (ii) any proceeding arising out of any act or omission occurring prior to such revocation, change, or adoption, in either case, without the written consent of such director, officer, or employee. 9 10 The rights hereunder shall be in addition to and not exclusive of any other rights to which a director, officer, or employee of this association may be entitled under any statute, agreement, insurance policy, or otherwise. This association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of this association, or is or was serving at the request of this association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise, against any liability asserted against such director, officer, or employee in any such capacity, or arising out of their status as such, whether or not this association would have the power to indemnify such director, officer, or employee against such liability, excluding insurance coverage for a formal order assessing civil money penalties against a director, officer or employee of this association. Notwithstanding anything to the contrary provided herein, no person shall have a right to indemnification with respect to any liability (i) incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to this association, (ii) to the extent such person is entitled to receive payment therefor under any insurance policy or from any corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise other than this association, or (iii) to the extent that a court of competent jurisdiction determines that such indemnification is void or prohibited under state or federal law. ELEVENTH. 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 the holders of such greater amount. IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of November, 1996. ORGANIZERS: - ----------------------------------- ------------------------------------ Kent S. Hathaway Keith D. Lembo - ----------------------------------- ------------------------------------ Robert L. Andersen Stephen J. Antal ------------------------------------ Daniel Glassberg 10 11 EXHIBIT B COMPTROLLER OF THE CURRENCY Administrator of National Banks Multinational Banking Division 250 E Street, SW Washington, D.C. 20219-0001 CHARTER CERTIFICATE Whereas, satisfactory evidence has been presented to the Office of the Comptroller of the Currency that FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, located in WILMINGTON, State of DELAWARE, has complied with all provisions of the statutes of the United States required to be complied with before being authorized to commence the business of banking as a National Banking Association; Now, therefore, I hereby certify that the above-named association is authorized to commence the business of banking as a National Banking Association. In testimony whereof, witness my signature and Seal of office this fifteenth day of January 1997. - -------------------------------------------- Deputy Comptroller for Multinational Banking Charter Number 23201 11 12 EXHIBIT C COMPTROLLER OF THE CURRENCY Administrator of National Banks Multinational Banking Division 250 E Street, SW Washington, D.C. 20219-0001 TRUST CERTIFICATE WHEREAS, First Union Trust Company, National Association, CHARTER NUMBER 23201, LOCATED IN Wilmington, STATE OF Delaware, BEING A NATIONAL BANKING ASSOCIATION, ORGANIZED UNDER THE STATUTES OF THE UNITED STATES, HAS MADE APPLICATION FOR AUTHORITY TO ACT AS FIDUCIARY; And whereas, applicable provisions of the statutes of the United States authorize the granting of such authority; Now, therefore, I hereby certify that the said association is authorized to act in all fiduciary capacities by such statutes. In testimony whereof, witness my signature and Seal of office this fifteenth day of January 1997. - -------------------------------------------- Deputy Comptroller for Multinational Banking 12 13 EXHIBIT D FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION BYLAWS AS AMENDED AND RESTATED MAY 27, 1997 ARTICLE I Meetings of Shareholders Section 1.1. Annual Meeting. The regular annual meeting of the shareholders for the election of directors and transaction of whatever other business may properly come before the meeting, shall be held at the Main Office of the Association, or such other place as the Board of Directors may designate, at 10:00 A.M., on the third Tuesday of February in each year, commencing with the year 1997 or such other time within 90 days as may be set by the Board of Directors. If, from any cause, an election of directors is not made on the said day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of the law; and notice thereof shall be given in the manner herein. Section 1.2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any one or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of the Association. Section 1.3. Notice of Meetings. Notice of Annual and Special 13 14 meetings shall mailed, postage prepaid, at least ten days prior to the date thereof provided for the annual meeting, addressed to each shareholder at his address appearing on the books of the Association; but any failure to mail such notice, or any irregularity therein, shall not affect the validity of such meeting, or of any of the proceedings thereat. A shareholder may waive any such notice. Section 1.4. Organization of Meetings. The Chairman shall preside at all meetings of shareholders. In his absence, the President, or a director designated by the Chairman shall preside at such meeting. Section 1.5. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting. Section 1.6. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II 14 15 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 said Board. Section 2.2. Number. 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: (a) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (b) to a number which 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. Section 2.3. Organization Meeting. A meeting shall be held for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year on the day of the Annual Meeting of Shareholders or as soon thereafter as practicable, and, in any event, within thirty days thereof. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. Section 2.4. Regular Meetings. The regular meetings of the Board shall be held on such days and time as the directors may, by resolution, designate; and written notice of any change thereof 15 16 shall be sent to each member. When any regular meeting of the Board falls upon a legal holiday, the meeting shall be held on such other day as the Board may designate. Section 2.5. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, or President, or at the request of three or more directors. Each director shall be given notice of each special meeting, except the organization meeting, at least one day before it is to be held by facsimile, telephone, telegram, letter or in person. Any director may waive any such notice. Section 2.6. Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned without further notice. Section 2.7. Term of Office and Vacancy. Directors shall hold office for one year and until their successors are elected and have qualified. No person shall stand for election as a director of this Association if at the date of his election he 16 17 will have passed his seventieth birthday; provided, however, this prohibition shall not apply to persons who are active officers of this Association, an affiliate bank, or its parent corporation, or a former chief executive officer of the Association. No person, who is not an officer or former officer of this Association, an affiliate bank, or its parent corporation and who has discontinued the principal position or activity the person held when initially elected, shall be recommended to the shareholders for reelection; provided, however, that exceptions may be made because of a change in principal position or activity which would be compatible with continued service to this Association. No person elected as a director may exercise any of the powers of his office until he has taken the oath of office as prescribed by law. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose. Section 2.8. Nominations. Nominations for election to the Board may be made by the Executive Committee or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Section 2.9. Communications Equipment. Any or all directors may participate in a meeting of the Board by means of conference telephone or any means of communication by which all 17 18 persons participating in the meeting are able to hear each other. Section 2.10. Action Without Meeting. Any action required or permitted to be taken by the Board or committee thereof by law, the Association's Articles of Association, or these Bylaws may be taken without a meeting, if, prior or subsequent to the action, all members of the Board or committee shall individually or collectively consent in writing to the action. Each written consent or consents shall be filed with the minutes of the proceedings of the Board or committee. Action by written consent shall have the same force and effect as a unanimous vote of the directors, for all purposes. Any certificate or other documents which relates to action so taken shall state that the action was taken by unanimous written consent of the Board or committee without a meeting. ARTICLE III Committees of the Board Section 3.1. Executive Committee. The Board may by resolution adopted by a majority of the entire Board designate an Executive Committee consisting of the Chairman of the Board, the President, and not less than two other directors. Subject to the national banking laws and the Association's Articles of Association, the Executive Committee may exercise all the powers of the Board of Directors with respect to the affairs of the Association, except that the Executive Committee may not: 18 19 1. (a) exercise such powers while a quorum of the Board of Directors is actually convened for the conduct of business, (b) exercise any power specifically required to be exercised by at least a majority of all the directors, (c) act on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the board, or (d) amend or repeal any resolution theretofore adopted by the Board of Directors which by its terms is amendable or repealable only by the Board; 2. amend the Articles of Association or make, alter or repeal any Bylaw of the Association; 3. elect or appoint any director, create or fill any vacancies in the Board of Directors or remove any director, or authorize or approve any change in the compensation of any officer of the Association who is also a director of the Association; 4. authorize or approve issuance or sale or contract for sale of shares of stock of the Association, or determine the designation and relative rights, preferences and limitations of a class or series of shares; 5. adopt an agreement of merger or consolidation, or submit to shareholders any action that requires shareholder approval, including any recommendation to the shareholders concerning the sale, lease or exchange of all or 19 20 substantially all the Association's property and assets, a dissolution of the Association or a revocation of a previously approved dissolution; or 6. authorize an expenditure by the Association in excess of $10 million for any one item or group of related items. The committee shall hold regular meetings at such times as the members shall agree and whenever called by the chairman of the committee. A majority of the committee shall constitute a quorum for the transaction of business. The committee shall keep a record of its proceedings and shall report these proceedings to the Board at the regular meetings thereof. The committee shall serve as the nominating committee for nominations to the Board. Section 3.2. Chairman of the Executive Committee. The Board may designate one of its members to be Chairman of the Executive Committee who shall preside at the meetings thereof and shall perform such duties as the Board shall assign to him from time to time. Section 3.3. Audit Committee. The Board shall appoint a committee of three or more persons exclusive of the officers of this Association which committee shall be known as the Audit Committee. It shall be the duty of this committee at least once in every twelve months to examine the affairs of the Association, and determine whether it is in a sound and solvent condition and to recommend to the Board such changes in the manner of doing business, 20 21 etc., as may seem to be desirable. The committee may cause such examination to be made in its behalf and under its supervision by outside accountants and may also use the services of any other persons either inside or outside the Association to assist in its work. The results of each examination shall be reported in writing to the Board. Section 3.4. Audit of Trust Department. The Audit Committee shall, at least once during each calendar year and within fifteen months of the last such audit 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 whether the department has been administered in accordance with law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. In lieu of such periodic audit the Audit Committee, at the election of the Board, may conduct or cause to be conducted by auditors responsible only to the Board an adequate continuous audit system adopted by the Board. A written report of such periodic or continuous audit shall be made to the Board. Section 3.5. Other Committees. The Board may appoint from time to time other committees composed of one or more persons each, for such purposes and with such powers as the Board may determine. The Chairman of the Board shall have the power to designate another person to serve on any committee during the absence or inability of 21 22 any member thereof so to serve. Section 3.6. Directors' Emeritus. The Board may designate one or more persons to serve as Director Emeritus. Such Director Emeritus shall have the right to attend any and all meetings of the Board, but shall have no vote at such meetings. A person designated as Director Emeritus may serve in that capacity for a period of three years. Section 3.7. Alternate Committee Members. The Board may, from time to time, appoint one or more, but no more than three persons to serve as alternate members of a committee, each of whom shall be empowered to serve on that committee in place of a regular committee member in the event of the absence or disability of that committee member. An alternate committee member shall, when serving on a committee, have all of the powers of a regular committee member. Alternate committee members shall be notified of, and requested to serve at, a particular meeting or meetings, or for particular periods of time, by or at the direction of the chairman of the committee or the Chairman of the Board. ARTICLE IV Officers Section 4.1. Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be directors 22 23 of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity. 4.2. Term of Office. The officers who are required by the articles of association or the bylaws to be members of the Board shall hold their respective offices until the Organization meeting of the Board following the annual meeting of shareholders or until their respective successors shall have been elected, unless they shall resign, become disqualified or be removed from office. Each other officer shall hold office at the pleasure of the Board. Any officer may be removed at any time by the Board. Section 4.3. Chairman of the Board. The chairman of the board shall be designated as Chairman of the Board. He shall preside at all meetings of the stockholders and directors and he shall be a member of all committees of the Board except the Audit Committee. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. He shall be subject only to the direction and control of the Board. Section 4.4. President. The president shall be the 23 24 chief executive officer of the Association and he shall be designated as President and Chief Executive Officer. In the absence of the Chairman the President shall preside at all meetings of the Board. The President shall be a member of each committee of the Board except the Audit Committee. He shall have the powers and perform the duties conferred or imposed upon the President by the national banking laws, and he shall have such other powers and perform such other duties as nay from time to time be imposed upon or assigned to him by the Board. Section 4.5. Chief Financial Officer. The Chief Financial officer shall have such title as may be designated by the Board and he shall be responsible for all monies, funds and valuables of this Association, provide for the keeping of proper records of all transactions of the Association, report to the Board at each regular meeting the condition of the Association, submit to the Board, when requested, a detailed statement of the income and expenses, be responsible for the conduct and efficiency of all persons employed under him, and perform such other duties as may be from time to time assigned to him by the Board. Section 4.6. Other Officers. All other officers shall respectively exercise such powers and perform such duties as generally pertain to their several offices, or as may be conferred upon or assigned to them by the Board, the Chairman of the Board or 24 25 the President. Section 4.7. Bond. Each officer and employee, if so required by the Board, shall give bond with surety to be approved by the Board, conditioning for the honest discharge of his duties as such officer or employee. In the discretion of the Board, such bonds may be individual, schedule or blanket form, and the premiums may be paid by the Association. Section 4.8. Officers Acting as Assistant Secretary. Notwithstanding Section 4.la of this Article IV, any Senior Vice President, Vice President or Assistant Vice President shall have, by virtue of his office, and by authority of the Bylaws, the authority from time to time to act as an Assistant Secretary of the Association, and to such extent, said officers are appointed to the office of Assistant Secretary. ARTICLE V Trust Department Section 5.1. Trust Department. There shall be a department of the Association known as the Trust Department which shall perform the fiduciary responsibilities of the Association. Opinions of counsel shall be retained on file in the Trust Department in connection with all important matters pertaining to fiduciary activities. Section 5.2. Trust Investment. Funds held in a 25 26 fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of the investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under local law. ARTICLE VI Stock Certificates and Transfers Section 6.1. Stock Certificates. Ownership of capital stock of the Association shall be evidenced by certificates of stock signed by the Chairman or President, and the Secretary, or an Assistant Secretary. Each certificate shall state upon its face that the stock is transferable only upon the books of the Association by the holder thereof, or by duly authorized attorney, upon the surrender of such certificate, and shall meet the requirements of Section 5139, United States Revised Statutes, as amended. Section 6.2. Transfers. The stock of this Association shall be assignable and transferable only on the books of this Association, subject to the restrictions and provisions of the national banking laws; and a transfer book shall be provided in which all assignments and transfers of stock shall be made. When stock is transferred, the certificates thereof shall be returned to the Association, canceled, preserved and new certificates issued. 26 27 Section 6.3. Dividends. Dividends shall be paid to the shareholders in whose names the stock shall stand at the close of business on the day next preceding the date when the dividends are payable, provided, however, that the directors may fix another date as a record date for the determination of the shareholders entitled to receive payment thereof. ARTICLE VII Increase of Stock 7.1. Capital Stock. Shares of the capital stock of the Association, which have been authorized but not issued, may be issued from time to time for such consideration, not less than the par value thereof, as may be determined by the Board. ARTICLE VIII Corporate Seal Section 8.1. Seal. The seal, an impression of which appears below, is the seal of the Association adopted by the Board of Directors: [Seal] The Chairman of the Board, the Vice Chairman, the President, Senior Executive Vice President, Executive Vice President, Senior Vice President, Vice President, each Assistant Vice President, the Chief Financial Officer, the Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust Officer or each Assistant Cashier, shall have the authority to affix the corporate seal of this Association and to attest to the same. 27 28 ARTICLE IX Miscellaneous Provisions Section 9.l. Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 9. 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Vice President or Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles); provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered, or accepted in behalf of the Association in such other manner and by such other officers 28 29 as the Board of Directors may from time to time direct. The provisions of this Section 9.2 are supplementary to any other provision of these Bylaws. 29 30 Section 9.3. Records. The organization papers of this Association, the articles of association, the bylaws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the directors, the returns of the judges of elections, and the reports of the committees of directors shall be recorded in an appropriate minute book, and the minutes of each meeting shall be signed by the Secretary or any other officer appointed to act as secretary of the meeting. Section 9.4. Banking Hours. This Association and its branch offices shall be open on such days and during such hours as shall be fixed from time to time by the Board. Section 9.5. Voting Shares of Other Corporations. The Chairman, any Vice Chairman, the President, or any Vice President is authorized to vote, represent and exercise on behalf of this Association all rights incident to any and all shares of stock of any other corporation standing in the name of the Association. The authority granted herein may be exercised by such officers in person or by proxy or by power of attorney duly executed by said officer. ARTICLE X Bylaws Section 10.1. Inspection. A copy of the Bylaws, 30 31 with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 10-2. Amendments. These Bylaws may be changed or amended at any regular or special meeting of the Board by the vote of a majority of the Directors. 31 32 EXHIBIT E CONSENT OF TRUSTEE Under section 321(b) of the Trust Indenture Act of 1939, as amended, and in connection with the proposed issuance by SOLECTRON CAPITAL TRUST I, First Union Trust Company, National Association, as the trustee herein named, hereby consents that reports of examinations of said Trustee by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION By: \s\ Sterling C. Correia Name: Sterling C. Correia Title: Vice President Dated: August 28, 2001 32 33 EXHIBIT F CONSOLIDATED REPORT OF CONDITION FOR JUNE 30, 2001 FOR FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

C400 Dollar Amount in Thousands RCFD Bil Mil Thou ---------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) ................................ 0081 58 1.a. b. Interest-bearing balances (2) ......................................................... 0071 0 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ............................ 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) .......................... 1773 206 2.b. 3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 0 3. 4. Loans and lease financing receivables a. Loans and leases, net of unearned income (from Schedule RC-C) ....... RCFD 2122 0 4.a. b. LESS: Allowance for loan and lease losses ........................... RCFD 3123 0 4.b. c. LESS: Allocated transfer risk reserve ............................... RCFD 3128 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) ................................... 2125 282,758 4.d. 5. Trading assets (from Schedule RC-D) ........................................................ 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ................................... 2145 0 6. 7. Other real estate owned (from Schedule RC-M)................................................ 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 213 0 8. 9. Customers' liability to this bank on acceptances outstanding ............................... 2155 0 9. 10. Intangible assets (from Schedule RC-M) ..................................................... 2143 0 10. 11. Other assets (from Schedule RC-F) .......................................................... 2160 657 11. 12. Total assets (sum of items 1 through 11) ................................................... 2170 283,679 12.

- ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 33 34

Dollar Amount in Thousands Bil Mil Thou -------------------------- ------------ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)...... RCON 2200 0 13.a. (1) Noninterest-bearing (1)................................RCON 6631 0 13.a.(1) (2) Interest-bearing.......................................RCON 6636 0 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)................................................................................ RCFN 2200 0 13.b. (1) Noninterest-bearing....................................RCFN 6631 0 13.b.(1) (2) Interest-bearing.......................................RCFN 6636 0 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase................... RCFD 2800 0 14. 15. a. Demand notes issued to the U.S. Treasury................................................ RCON 2840 0 15.a. b. Trading liabilities (from Schedule RC-D)................................................ RCFD 3548 0 15.b. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):..................................................................................... a. With a remaining maturity of one year or less........................................... RCFD 2332 0 16.a. b. With a remaining maturity of more than one year through three years..................... RCFD A547 0 16.b. c. With a remaining maturity of more than three years...................................... RCFD A548 0 16.c. 17. Not applicable............................................................................... 18. Bank's liability on acceptances executed and outstanding..................................... RCFD 2920 0 18. 19. Subordinated notes and debentures (2)........................................................ RCFD 3200 0 19. 20. Other liabilities (from Schedule RC-G)....................................................... RCFD 2930 9,293 20. 21. Total liabilities (sum of items 13 through 20)............................................... RCFD 2948 9,293 21. 22. Not applicable............................................................................... EQUITY CAPITAL 23. Perpetual preferred stock and related surplus................................................ RCFD 3838 0 23. 24. Common stock................................................................................. RCFD 3230 200 24. 25. Surplus (exclude all surplus related to preferred stock)..................................... RCFD 3839 416,119 25. 26. a. Undivided profits and capital reserves.................................................. RCFD 3632 (141,934) 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities.................. RCFD 8434 1 26.b. 27. Cumulative foreign currency translation adjustments.......................................... RCFD 3284 0 27. 28. Total equity capital (sum of items 23 through 27)............................................ RCFD 3210 274,386 28. 29. Total liabilities and equity capital (sum of items 21 and 28)................................ RCFD 3300 283,679 29.

Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number auditors as of any date during 1996.......................................................... RCFD 6724 N/A M.1. 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work - ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposit. (2) Includes limited-life preferred stock and related surplus. 34 EX-25.5 6 f74560a2ex25-5.txt EXHIBIT 25.5 1 EXHIBIT 25.5 REGISTRATION NO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [X] ---------------- FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) United States National Banking Association 56-1989961 (State of incorporation if (I.R.S. employer not a national bank) identification no.) First Union Trust Company, National Association One Rodney Square, Suite 102 920 King St. Wilmington, DE 19801 (Address of principal (Zip Code) executive offices) Same as above (Name, address and telephone number, including area code, of trustee's agent for service) SOLECTRON CORPORATION (Exact name of obligor as specified in its charter) The State of Delaware 94-2447045 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) c/o Sterling C. Correia, Vice President First Union Trust Company, National Association One Rodney Square 920 King Street, Suite 102 Wilmington, DE 19801 (Address, including zip code, of principal executive offices) -------------------- Preferred Securities Guarantees (Type of securities) 2 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

- ------------------------------------------------------------------- Name Address - ------------------------------------------------------------------- Federal Reserve Bank of Richmond, VA Richmond, VA Comptroller of the Currency Washington, D.C. Securities and Exchange Commission Division of Market Regulation Washington, D.C. Federal Deposit Insurance Corporation Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. 2. Affiliations with obligor and underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None. (See Note 1 on Page 4.) Because the obligor is not in default on any securities issued under indentures under which the applicant is trustee, Items 3 through 15 are not required herein. 2 3 16. List of Exhibits. All exhibits identified below are filed as a part of this statement of eligibility. 1. A copy of the Articles of Association of First Union Trust Company, National Association, as now in effect, which contain the authority to commence business and a grant of powers to exercise corporate trust powers, attached as Exhibit A. 2. A copy of the certificate of authority of the trustee to commence business, if not contained in the Articles of Association, attached as Exhibit B. 3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in exhibits (1) or (2) above, attached as Exhibit C. 4. A copy of the existing By-laws of First Union Trust Company, National Association, or instruments corresponding thereto, attached as Exhibit D. 5. Inapplicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 is included at Page 4 of this Form T-1 Statement, attached as Exhibit E. 7. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority is attached hereto, attached as Exhibit F. 8. Inapplicable. 9. Inapplicable. 3 4 NOTE Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information. Item 2 may, however, be considered correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, First Union Trust Company, 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Wilmington, and State of Delaware, on the 28th day of August, 2001. FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION (trustee) By: \s\ Sterling C. Correia Name: Sterling Correia Title: Vice President EXHIBIT A 4 5 Charter No. _________ FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION ARTICLES OF ASSOCIATION For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following Articles of Association: FIRST. The title of this association shall be FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION SECOND. The main office of this association shall be in Wilmington, Delaware. The business of this association will be limited to that of a national trust bank. This association must obtain the prior written approval of the Office of the Comptroller of the Currency ("OCC") before amending its Articles of Association to expand the scope of its activities and services. Transfers of this association's stock are subject to prior approval of a federal depository institution regulatory agency. If no other agency approval is required, the OCC's approval must be obtained before the transfers. In such cases where OCC approval is required, the OCC will apply the definitions and standards of the Change in Bank Control Act and the OCC's implementing regulation to ownership changes in this association. THIRD. The Board of Directors of this association shall consist of not less than five nor more than twenty-five shareholders, 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. Each director, during the full term of his directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Any vacancy in the Board of Directors may be filled by action of the Board of Directors. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified thereby in the bylaws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the Board of Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder of any outstanding class of capital stock of this association entitled to vote for election of directors. Nominations other than those made by or on behalf of 5 6 the existing bank management shall be made in writing and be delivered or mailed to the president of this association and to the OCC, Washington, D.C., not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors, provided, however, that if less than 21 days notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the president of this association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: o The name and address of each proposed nominee. o The principal occupation of each proposed nominee. o The total number of shares of capital stock of this association that will be voted for each proposed nominee. o The name and residence address of the notifying shareholder. o The number of shares of capital stock of this association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairperson of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. FIFTH. The authorized amount of capital stock of this association shall be 2,000 shares of common stock of the par value of one hundred dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. If the capital stock is increased by the sale of additional shares thereof, each shareholder shall be entitled to subscribe for such additional shares in proportion to the number of shares of said capital stock owned by him at the time the increase is authorized by the shareholders, unless another time subsequent to the date of the shareholders' meeting is specified in a resolution by the shareholders at the time the increase is authorized. The Board of Directors will have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of capital stock must be exercised. This association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. SIXTH. The Board of Directors shall appoint one of its members president of this association, who shall be chairperson of the Board of Directors, unless the Board of Directors 6 7 appoints another director to be the chairperson. 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. The Board of Directors shall have the power to: o Define the duties of the officers and employees of this association. o Fix the salaries to be paid to the officers and employees. o Dismiss officers and employees. o Require bonds from officers and employees and to fix the penalty thereof. o Regulate the manner in which any increase of the capital of this association shall be made. o Manage and administer the business and affairs of this association. o Make all bylaws that it may be lawful for the Board of Directors to make. o Generally to perform all acts that are legal for a Board of Directors to perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the shareholders, and shall have the power to establish or change the location of any branch or branches of the association to any other location, without the approval of the shareholders. EIGHTH. The corporate existence of this association shall continue until terminated according to the laws of the United States. NINTH. The Board of Directors of this association, or any three or more shareholders owning, in the aggregate, not less than 10 percent of the stock of this association, may call a special meeting of shareholders at any time. 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 10 days prior to the date of the meeting to each shareholder of record at his address as shown upon the books of this association. TENTH. Each director and executive officer of this association shall be indemnified by the association against liability in any proceeding (including without limitation a proceeding 7 8 brought by or on behalf of this association itself) arising out of his status as such or his activities in either of the foregoing capacities, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of this association. Liabilities incurred by a director or executive officer of this association in defending a proceeding shall be paid by this association in advance of the final disposition of such proceeding upon receipt of an undertaking by the director or executive officer to repay such amount if it shall be determined, as provided in the last paragraph of this Article Tenth, that he is not entitled to be indemnified by this association against such liabilities. The indemnity against liability in the preceding paragraph of this Article Tenth, including liabilities incurred in defending a proceeding, shall be automatic and self-operative. Any director, officer or employee of this association who serves at the request of this association as a director, officer, employee or agent of a charitable, not-for-profit, religious, educational or hospital corporation, partnership, joint venture, trust or other enterprise, or a trade association, or as a trustee or administrator under an employee benefit plan, or who serves at the request of this association as a director, officer or employee of a business corporation in connection with the administration of an estate or trust by this association, shall have the right to be indemnified by this association, subject to the provisions set forth in the following paragraph of this Article Tenth, against liabilities in any manner arising out of or attributable to such status or activities in any such capacity, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of this association, or of the corporation, partnership, joint venture, trust, enterprise, association or plan being served by such person. In the case of all persons except the directors and executive officers of this association, the determination of whether a person is entitled to indemnification under the preceding paragraph of this Article Tenth shall be made by and in the sole discretion of the Chief Executive Officer of this association. In the case of the directors and executive officers of this association, the indemnity against liability in the preceding paragraph of this Article Tenth shall be automatic and self-operative. For purposes of this Article Tenth of these Articles of Association only, the following terms shall have the meanings indicated: (a) "association" means First Union Trust Company, National Association and its direct and indirect wholly-owned subsidiaries. (b) "director" means an individual who is or was a director of this association. (c) "executive officer" means an officer of this association who by resolution of the Board of Directors of this association has been determined to be an executive officer of this association for purposes of Regulation O of the Federal Reserve Board. 8 9 (d) "liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees and expenses, incurred with respect to a proceeding. (e) "party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (f) "proceeding" means any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. This association shall have no obligation to indemnify any person for an amount paid in settlement of a proceeding unless this association consents in writing to such settlement. The right to indemnification herein provided for shall apply to persons who are directors, officers, or employees of banks or other entities that are hereafter merged or otherwise combined with this association only after the effective date of such merger or other combination and only as to their status and activities after such date. The right to indemnification herein provided for shall inure to the benefit of the heirs and legal representatives of any person entitled to such right. No revocation of, change in, or adoption of any resolution or provision in the Articles of Association or By-laws of this association inconsistent with, this Article Tenth shall adversely affect the rights of any director, officer, or employee of this association with respect to (i) any proceeding commenced or threatened prior to such revocation, change, or adoption, or (ii) any proceeding arising out of any act or omission occurring prior to such revocation, change, or adoption, in either case, without the written consent of such director, officer, or employee. 9 10 The rights hereunder shall be in addition to and not exclusive of any other rights to which a director, officer, or employee of this association may be entitled under any statute, agreement, insurance policy, or otherwise. This association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of this association, or is or was serving at the request of this association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise, against any liability asserted against such director, officer, or employee in any such capacity, or arising out of their status as such, whether or not this association would have the power to indemnify such director, officer, or employee against such liability, excluding insurance coverage for a formal order assessing civil money penalties against a director, officer or employee of this association. Notwithstanding anything to the contrary provided herein, no person shall have a right to indemnification with respect to any liability (i) incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to this association, (ii) to the extent such person is entitled to receive payment therefor under any insurance policy or from any corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise other than this association, or (iii) to the extent that a court of competent jurisdiction determines that such indemnification is void or prohibited under state or federal law. ELEVENTH. 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 the holders of such greater amount. IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of November, 1996. ORGANIZERS: - ----------------------------------- ------------------------------------ Kent S. Hathaway Keith D. Lembo - ----------------------------------- ------------------------------------ Robert L. Andersen Stephen J. Antal ------------------------------------ Daniel Glassberg 10 11 EXHIBIT B COMPTROLLER OF THE CURRENCY Administrator of National Banks Multinational Banking Division 250 E Street, SW Washington, D.C. 20219-0001 CHARTER CERTIFICATE Whereas, satisfactory evidence has been presented to the Office of the Comptroller of the Currency that FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, located in WILMINGTON, State of DELAWARE, has complied with all provisions of the statutes of the United States required to be complied with before being authorized to commence the business of banking as a National Banking Association; Now, therefore, I hereby certify that the above-named association is authorized to commence the business of banking as a National Banking Association. In testimony whereof, witness my signature and Seal of office this fifteenth day of January 1997. - -------------------------------------------- Deputy Comptroller for Multinational Banking Charter Number 23201 11 12 EXHIBIT C COMPTROLLER OF THE CURRENCY Administrator of National Banks Multinational Banking Division 250 E Street, SW Washington, D.C. 20219-0001 TRUST CERTIFICATE WHEREAS, First Union Trust Company, National Association, CHARTER NUMBER 23201, LOCATED IN Wilmington, STATE OF Delaware, BEING A NATIONAL BANKING ASSOCIATION, ORGANIZED UNDER THE STATUTES OF THE UNITED STATES, HAS MADE APPLICATION FOR AUTHORITY TO ACT AS FIDUCIARY; And whereas, applicable provisions of the statutes of the United States authorize the granting of such authority; Now, therefore, I hereby certify that the said association is authorized to act in all fiduciary capacities by such statutes. In testimony whereof, witness my signature and Seal of office this fifteenth day of January 1997. - -------------------------------------------- Deputy Comptroller for Multinational Banking 12 13 EXHIBIT D FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION BYLAWS AS AMENDED AND RESTATED MAY 27, 1997 ARTICLE I Meetings of Shareholders Section 1.1. Annual Meeting. The regular annual meeting of the shareholders for the election of directors and transaction of whatever other business may properly come before the meeting, shall be held at the Main Office of the Association, or such other place as the Board of Directors may designate, at 10:00 A.M., on the third Tuesday of February in each year, commencing with the year 1997 or such other time within 90 days as may be set by the Board of Directors. If, from any cause, an election of directors is not made on the said day, the Board of Directors shall order the election to be held on some subsequent day, as soon thereafter as practicable, according to the provisions of the law; and notice thereof shall be given in the manner herein. Section 1.2. Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any one or more shareholders owning, in the aggregate, not less than twenty-five percent of the stock of the Association. Section 1.3. Notice of Meetings. Notice of Annual and Special 13 14 meetings shall mailed, postage prepaid, at least ten days prior to the date thereof provided for the annual meeting, addressed to each shareholder at his address appearing on the books of the Association; but any failure to mail such notice, or any irregularity therein, shall not affect the validity of such meeting, or of any of the proceedings thereat. A shareholder may waive any such notice. Section 1.4. Organization of Meetings. The Chairman shall preside at all meetings of shareholders. In his absence, the President, or a director designated by the Chairman shall preside at such meeting. Section 1.5. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting. Section 1.6. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II 14 15 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 said Board. Section 2.2. Number. 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: (a) exceeds by more than two the number of directors last elected by shareholders where such number was fifteen or less; and (b) to a number which 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. Section 2.3. Organization Meeting. A meeting shall be held for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year on the day of the Annual Meeting of Shareholders or as soon thereafter as practicable, and, in any event, within thirty days thereof. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting, from time to time, until a quorum is obtained. Section 2.4. Regular Meetings. The regular meetings of the Board shall be held on such days and time as the directors may, by resolution, designate; and written notice of any change thereof 15 16 shall be sent to each member. When any regular meeting of the Board falls upon a legal holiday, the meeting shall be held on such other day as the Board may designate. Section 2.5. Special Meetings. Special meetings of the Board may be called by the Chairman of the Board, or President, or at the request of three or more directors. Each director shall be given notice of each special meeting, except the organization meeting, at least one day before it is to be held by facsimile, telephone, telegram, letter or in person. Any director may waive any such notice. Section 2.6. Quorum. A majority of the directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a less number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned without further notice. Section 2.7. Term of Office and Vacancy. Directors shall hold office for one year and until their successors are elected and have qualified. No person shall stand for election as a director of this Association if at the date of his election he 16 17 will have passed his seventieth birthday; provided, however, this prohibition shall not apply to persons who are active officers of this Association, an affiliate bank, or its parent corporation, or a former chief executive officer of the Association. No person, who is not an officer or former officer of this Association, an affiliate bank, or its parent corporation and who has discontinued the principal position or activity the person held when initially elected, shall be recommended to the shareholders for reelection; provided, however, that exceptions may be made because of a change in principal position or activity which would be compatible with continued service to this Association. No person elected as a director may exercise any of the powers of his office until he has taken the oath of office as prescribed by law. When any vacancy occurs among the directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose. Section 2.8. Nominations. Nominations for election to the Board may be made by the Executive Committee or by any stockholder of any outstanding class of capital stock of the Association entitled to vote for the election of directors. Section 2.9. Communications Equipment. Any or all directors may participate in a meeting of the Board by means of conference telephone or any means of communication by which all 17 18 persons participating in the meeting are able to hear each other. Section 2.10. Action Without Meeting. Any action required or permitted to be taken by the Board or committee thereof by law, the Association's Articles of Association, or these Bylaws may be taken without a meeting, if, prior or subsequent to the action, all members of the Board or committee shall individually or collectively consent in writing to the action. Each written consent or consents shall be filed with the minutes of the proceedings of the Board or committee. Action by written consent shall have the same force and effect as a unanimous vote of the directors, for all purposes. Any certificate or other documents which relates to action so taken shall state that the action was taken by unanimous written consent of the Board or committee without a meeting. ARTICLE III Committees of the Board Section 3.1. Executive Committee. The Board may by resolution adopted by a majority of the entire Board designate an Executive Committee consisting of the Chairman of the Board, the President, and not less than two other directors. Subject to the national banking laws and the Association's Articles of Association, the Executive Committee may exercise all the powers of the Board of Directors with respect to the affairs of the Association, except that the Executive Committee may not: 18 19 1. (a) exercise such powers while a quorum of the Board of Directors is actually convened for the conduct of business, (b) exercise any power specifically required to be exercised by at least a majority of all the directors, (c) act on matters committed by the Bylaws or resolution of the Board of Directors to another committee of the board, or (d) amend or repeal any resolution theretofore adopted by the Board of Directors which by its terms is amendable or repealable only by the Board; 2. amend the Articles of Association or make, alter or repeal any Bylaw of the Association; 3. elect or appoint any director, create or fill any vacancies in the Board of Directors or remove any director, or authorize or approve any change in the compensation of any officer of the Association who is also a director of the Association; 4. authorize or approve issuance or sale or contract for sale of shares of stock of the Association, or determine the designation and relative rights, preferences and limitations of a class or series of shares; 5. adopt an agreement of merger or consolidation, or submit to shareholders any action that requires shareholder approval, including any recommendation to the shareholders concerning the sale, lease or exchange of all or 19 20 substantially all the Association's property and assets, a dissolution of the Association or a revocation of a previously approved dissolution; or 6. authorize an expenditure by the Association in excess of $10 million for any one item or group of related items. The committee shall hold regular meetings at such times as the members shall agree and whenever called by the chairman of the committee. A majority of the committee shall constitute a quorum for the transaction of business. The committee shall keep a record of its proceedings and shall report these proceedings to the Board at the regular meetings thereof. The committee shall serve as the nominating committee for nominations to the Board. Section 3.2. Chairman of the Executive Committee. The Board may designate one of its members to be Chairman of the Executive Committee who shall preside at the meetings thereof and shall perform such duties as the Board shall assign to him from time to time. Section 3.3. Audit Committee. The Board shall appoint a committee of three or more persons exclusive of the officers of this Association which committee shall be known as the Audit Committee. It shall be the duty of this committee at least once in every twelve months to examine the affairs of the Association, and determine whether it is in a sound and solvent condition and to recommend to the Board such changes in the manner of doing business, 20 21 etc., as may seem to be desirable. The committee may cause such examination to be made in its behalf and under its supervision by outside accountants and may also use the services of any other persons either inside or outside the Association to assist in its work. The results of each examination shall be reported in writing to the Board. Section 3.4. Audit of Trust Department. The Audit Committee shall, at least once during each calendar year and within fifteen months of the last such audit 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 whether the department has been administered in accordance with law, Part 9 of the Regulations of the Comptroller of the Currency, and sound fiduciary principles. In lieu of such periodic audit the Audit Committee, at the election of the Board, may conduct or cause to be conducted by auditors responsible only to the Board an adequate continuous audit system adopted by the Board. A written report of such periodic or continuous audit shall be made to the Board. Section 3.5. Other Committees. The Board may appoint from time to time other committees composed of one or more persons each, for such purposes and with such powers as the Board may determine. The Chairman of the Board shall have the power to designate another person to serve on any committee during the absence or inability of 21 22 any member thereof so to serve. Section 3.6. Directors' Emeritus. The Board may designate one or more persons to serve as Director Emeritus. Such Director Emeritus shall have the right to attend any and all meetings of the Board, but shall have no vote at such meetings. A person designated as Director Emeritus may serve in that capacity for a period of three years. Section 3.7. Alternate Committee Members. The Board may, from time to time, appoint one or more, but no more than three persons to serve as alternate members of a committee, each of whom shall be empowered to serve on that committee in place of a regular committee member in the event of the absence or disability of that committee member. An alternate committee member shall, when serving on a committee, have all of the powers of a regular committee member. Alternate committee members shall be notified of, and requested to serve at, a particular meeting or meetings, or for particular periods of time, by or at the direction of the chairman of the committee or the Chairman of the Board. ARTICLE IV Officers Section 4.1. Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be directors 22 23 of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity. 4.2. Term of Office. The officers who are required by the articles of association or the bylaws to be members of the Board shall hold their respective offices until the Organization meeting of the Board following the annual meeting of shareholders or until their respective successors shall have been elected, unless they shall resign, become disqualified or be removed from office. Each other officer shall hold office at the pleasure of the Board. Any officer may be removed at any time by the Board. Section 4.3. Chairman of the Board. The chairman of the board shall be designated as Chairman of the Board. He shall preside at all meetings of the stockholders and directors and he shall be a member of all committees of the Board except the Audit Committee. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Board. He shall be subject only to the direction and control of the Board. Section 4.4. President. The president shall be the 23 24 chief executive officer of the Association and he shall be designated as President and Chief Executive Officer. In the absence of the Chairman the President shall preside at all meetings of the Board. The President shall be a member of each committee of the Board except the Audit Committee. He shall have the powers and perform the duties conferred or imposed upon the President by the national banking laws, and he shall have such other powers and perform such other duties as nay from time to time be imposed upon or assigned to him by the Board. Section 4.5. Chief Financial Officer. The Chief Financial officer shall have such title as may be designated by the Board and he shall be responsible for all monies, funds and valuables of this Association, provide for the keeping of proper records of all transactions of the Association, report to the Board at each regular meeting the condition of the Association, submit to the Board, when requested, a detailed statement of the income and expenses, be responsible for the conduct and efficiency of all persons employed under him, and perform such other duties as may be from time to time assigned to him by the Board. Section 4.6. Other Officers. All other officers shall respectively exercise such powers and perform such duties as generally pertain to their several offices, or as may be conferred upon or assigned to them by the Board, the Chairman of the Board or 24 25 the President. Section 4.7. Bond. Each officer and employee, if so required by the Board, shall give bond with surety to be approved by the Board, conditioning for the honest discharge of his duties as such officer or employee. In the discretion of the Board, such bonds may be individual, schedule or blanket form, and the premiums may be paid by the Association. Section 4.8. Officers Acting as Assistant Secretary. Notwithstanding Section 4.la of this Article IV, any Senior Vice President, Vice President or Assistant Vice President shall have, by virtue of his office, and by authority of the Bylaws, the authority from time to time to act as an Assistant Secretary of the Association, and to such extent, said officers are appointed to the office of Assistant Secretary. ARTICLE V Trust Department Section 5.1. Trust Department. There shall be a department of the Association known as the Trust Department which shall perform the fiduciary responsibilities of the Association. Opinions of counsel shall be retained on file in the Trust Department in connection with all important matters pertaining to fiduciary activities. Section 5.2. Trust Investment. Funds held in a 25 26 fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of the investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under local law. ARTICLE VI Stock Certificates and Transfers Section 6.1. Stock Certificates. Ownership of capital stock of the Association shall be evidenced by certificates of stock signed by the Chairman or President, and the Secretary, or an Assistant Secretary. Each certificate shall state upon its face that the stock is transferable only upon the books of the Association by the holder thereof, or by duly authorized attorney, upon the surrender of such certificate, and shall meet the requirements of Section 5139, United States Revised Statutes, as amended. Section 6.2. Transfers. The stock of this Association shall be assignable and transferable only on the books of this Association, subject to the restrictions and provisions of the national banking laws; and a transfer book shall be provided in which all assignments and transfers of stock shall be made. When stock is transferred, the certificates thereof shall be returned to the Association, canceled, preserved and new certificates issued. 26 27 Section 6.3. Dividends. Dividends shall be paid to the shareholders in whose names the stock shall stand at the close of business on the day next preceding the date when the dividends are payable, provided, however, that the directors may fix another date as a record date for the determination of the shareholders entitled to receive payment thereof. ARTICLE VII Increase of Stock 7.1. Capital Stock. Shares of the capital stock of the Association, which have been authorized but not issued, may be issued from time to time for such consideration, not less than the par value thereof, as may be determined by the Board. ARTICLE VIII Corporate Seal Section 8.1. Seal. The seal, an impression of which appears below, is the seal of the Association adopted by the Board of Directors: [Seal] The Chairman of the Board, the Vice Chairman, the President, Senior Executive Vice President, Executive Vice President, Senior Vice President, Vice President, each Assistant Vice President, the Chief Financial Officer, the Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust Officer or each Assistant Cashier, shall have the authority to affix the corporate seal of this Association and to attest to the same. 27 28 ARTICLE IX Miscellaneous Provisions Section 9.l. Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 9. 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Vice President or Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles); provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered, or accepted in behalf of the Association in such other manner and by such other officers 28 29 as the Board of Directors may from time to time direct. The provisions of this Section 9.2 are supplementary to any other provision of these Bylaws. 29 30 Section 9.3. Records. The organization papers of this Association, the articles of association, the bylaws and any amendments thereto, the proceedings of all regular and special meetings of the shareholders and of the directors, the returns of the judges of elections, and the reports of the committees of directors shall be recorded in an appropriate minute book, and the minutes of each meeting shall be signed by the Secretary or any other officer appointed to act as secretary of the meeting. Section 9.4. Banking Hours. This Association and its branch offices shall be open on such days and during such hours as shall be fixed from time to time by the Board. Section 9.5. Voting Shares of Other Corporations. The Chairman, any Vice Chairman, the President, or any Vice President is authorized to vote, represent and exercise on behalf of this Association all rights incident to any and all shares of stock of any other corporation standing in the name of the Association. The authority granted herein may be exercised by such officers in person or by proxy or by power of attorney duly executed by said officer. ARTICLE X Bylaws Section 10.1. Inspection. A copy of the Bylaws, 30 31 with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 10-2. Amendments. These Bylaws may be changed or amended at any regular or special meeting of the Board by the vote of a majority of the Directors. 31 32 EXHIBIT E CONSENT OF TRUSTEE Under section 321(b) of the Trust Indenture Act of 1939, as amended, and in connection with the proposed issuance by SOLECTRON CORPORATION, First Union Trust Company, National Association, as the trustee herein named, hereby consents that reports of examinations of said Trustee by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION By: \s\ Sterling C. Correia Name: Sterling C. Correia Title: Vice President Dated: August 28, 2001 32 33 EXHIBIT F CONSOLIDATED REPORT OF CONDITION FOR JUNE 30, 2001 FOR FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

C400 Dollar Amount in Thousands RCFD Bil Mil Thou ---------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balances and currency and coin (1) ................................ 0081 58 1.a. b. Interest-bearing balances (2) ......................................................... 0071 0 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ............................ 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, column D) .......................... 1773 206 2.b. 3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 0 3. 4. Loans and lease financing receivables a. Loans and leases, net of unearned income (from Schedule RC-C) ....... RCFD 2122 0 4.a. b. LESS: Allowance for loan and lease losses ........................... RCFD 3123 0 4.b. c. LESS: Allocated transfer risk reserve ............................... RCFD 3128 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) ................................... 2125 282,758 4.d. 5. Trading assets (from Schedule RC-D) ........................................................ 3545 0 5. 6. Premises and fixed assets (including capitalized leases) ................................... 2145 0 6. 7. Other real estate owned (from Schedule RC-M)................................................ 2150 0 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 213 0 8. 9. Customers' liability to this bank on acceptances outstanding ............................... 2155 0 9. 10. Intangible assets (from Schedule RC-M) ..................................................... 2143 0 10. 11. Other assets (from Schedule RC-F) .......................................................... 2160 657 11. 12. Total assets (sum of items 1 through 11) ................................................... 2170 283,679 12.

- ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 33 34

Dollar Amount in Thousands Bil Mil Thou -------------------------- ------------ LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)...... RCON 2200 0 13.a. (1) Noninterest-bearing (1)................................RCON 6631 0 13.a.(1) (2) Interest-bearing.......................................RCON 6636 0 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)................................................................................ RCFN 2200 0 13.b. (1) Noninterest-bearing....................................RCFN 6631 0 13.b.(1) (2) Interest-bearing.......................................RCFN 6636 0 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase................... RCFD 2800 0 14. 15. a. Demand notes issued to the U.S. Treasury................................................ RCON 2840 0 15.a. b. Trading liabilities (from Schedule RC-D)................................................ RCFD 3548 0 15.b. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):..................................................................................... a. With a remaining maturity of one year or less........................................... RCFD 2332 0 16.a. b. With a remaining maturity of more than one year through three years..................... RCFD A547 0 16.b. c. With a remaining maturity of more than three years...................................... RCFD A548 0 16.c. 17. Not applicable............................................................................... 18. Bank's liability on acceptances executed and outstanding..................................... RCFD 2920 0 18. 19. Subordinated notes and debentures (2)........................................................ RCFD 3200 0 19. 20. Other liabilities (from Schedule RC-G)....................................................... RCFD 2930 9,293 20. 21. Total liabilities (sum of items 13 through 20)............................................... RCFD 2948 9,293 21. 22. Not applicable............................................................................... EQUITY CAPITAL 23. Perpetual preferred stock and related surplus................................................ RCFD 3838 0 23. 24. Common stock................................................................................. RCFD 3230 200 24. 25. Surplus (exclude all surplus related to preferred stock)..................................... RCFD 3839 416,119 25. 26. a. Undivided profits and capital reserves.................................................. RCFD 3632 (141,934) 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities.................. RCFD 8434 1 26.b. 27. Cumulative foreign currency translation adjustments.......................................... RCFD 3284 0 27. 28. Total equity capital (sum of items 23 through 27)............................................ RCFD 3210 274,386 28. 29. Total liabilities and equity capital (sum of items 21 and 28)................................ RCFD 3300 283,679 29.

Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external Number auditors as of any date during 1996.......................................................... RCFD 6724 N/A M.1. 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work - ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposit. (2) Includes limited-life preferred stock and related surplus. 34 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.9

   1

                                                                    EXHIBIT 4.09

                            SOLECTRON CAPITAL TRUST I

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      AMONG

                      SOLECTRON CORPORATION, AS DEPOSITOR,

      FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS PROPERTY TRUSTEE,

      FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                         Dated as of ____________, 2001



   2

                                TABLE OF CONTENTS



                                                                                               PAGE
                                                                                               ----
                                                                                            
ARTICLE 1 DEFINED TERMS..........................................................................2

        Section 101. Definitions.................................................................2

ARTICLE 2 ESTABLISHMENT OF THE TRUST............................................................10

        Section 201. Name.......................................................................10
        Section 202. Office of the Delaware Trustee; Principal Place of Business................10
        Section 203. Initial Contribution of Trust Property; Organizational Expenses............11
        Section 204. Issuance of the Trust Preferred Securities.................................11
        Section 205. Issuance of the Common Securities; Subscription and Purchase of
               Debentures.......................................................................11
        Section 206. Declaration of Trust.......................................................11
        Section 207. Authorization to Enter into Certain Transactions...........................12
        Section 208. Assets of Trust............................................................15
        Section 209. Title to Trust Property....................................................15

ARTICLE 3 PAYMENT ACCOUNT.......................................................................15

        Section 301. Payment Account............................................................15

ARTICLE 4 DISTRIBUTIONS; REDEMPTION.............................................................16

        Section 401. Distributions..............................................................16
        Section 402. Redemption.................................................................18
        Section 403. Subordination of Common Securities.........................................20
        Section 404. Payment Procedures.........................................................21
        Section 405. Tax Returns and Reports....................................................21
        Section 406. Payment of Taxes, Duties, etc..............................................21
        Section 407. Payments Under Indenture...................................................21

ARTICLE 5 TRUST SECURITIES CERTIFICATES.........................................................22

        Section 501. Initial Ownership..........................................................22
        Section 502. The Trust Securities Certificates..........................................22
        Section 503. Execution, Authentication and Delivery of Trust Securities
               Certificates.....................................................................22
        Section 504. A Global Trust Preferred Security..........................................23
        Section 505. Registration of Transfer and Exchange of Trust Preferred
               Securities Certificates..........................................................24
        Section 506. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.........25
        Section 507. Persons Deemed Securityholders.............................................26
        Section 508. Access to List of Securityholders' Names and Addresses.....................26
        Section 509. Maintenance of Office or Agency............................................26
        Section 510. Appointment of Paying Agent................................................27
        Section 511. Ownership of Common Securities by Depositor................................27
        Section 512. Trust Securities Certificates..............................................28




                                      -i-
   3

                                                                                             
        Section 513. Notices to Clearing Agency.................................................28
        Section 514. Rights of Securityholders..................................................28

ARTICLE 6 ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.............................................29

        Section 601. Limitations on Voting Rights...............................................29
        Section 602. Notice of Meetings.........................................................30
        Section 603. Meetings of Trust Preferred Securityholders................................30
        Section 604. Voting Rights..............................................................31
        Section 605. Proxies, etc...............................................................31
        Section 606. Securityholder Action by Written Consent...................................31
        Section 607. Record Date for Voting and Other Purposes..................................31
        Section 608. Acts of Securityholders....................................................32
        Section 609. Inspection of Records......................................................33

ARTICLE 7 REPRESENTATIONS AND WARRANTIES........................................................33

        Section 701. Representations and Warranties of the Bank and the Property
               Trustee .........................................................................33
        Section 702. Representations and Warranties of the Delaware Bank and the
               Delaware Trustee.................................................................34
        Section 703. Representations and Warranties of Depositor................................35

ARTICLE 8 TRUSTEES..............................................................................36

        Section 801. Certain Duties and Responsibilities........................................36
        Section 802. Certain Notices............................................................37
        Section 803. Certain Rights of Property Trustee.........................................38
        Section 804. Not Responsible for Recitals or Issuance of Securities.....................40
        Section 805. May Hold Securities........................................................40
        Section 806. Compensation; Indemnity; Fees..............................................40
        Section 807. Corporate Property Trustee Required; Eligibility of Trustees...............41
        Section 808. Conflicting Interests......................................................41
        Section 809. Co-Trustees and Separate Trustee...........................................41
        Section 810. Resignation and Removal; Appointment of Successor..........................43
        Section 811. Acceptance of Appointment by Successor.....................................44
        Section 812. Merger, Conversion, Consolidation or Succession to Business................45
        Section 813. Preferential Collection of Claims Against Depositor or Trust...............45
        Section 814. Reports by Property Trustee................................................45
        Section 815. Reports to the Property Trustee............................................46
        Section 816. Evidence of Compliance with Conditions Precedent...........................46
        Section 817. Number of Trustees.........................................................46
        Section 818. Delegation of Power........................................................47
        Section 819. Voting.....................................................................47

ARTICLE 9 TERMINATION, LIQUIDATION AND MERGER...................................................47

        Section 901. Termination Upon Expiration Date...........................................47
        Section 902. Early Termination..........................................................47
        Section 903. Termination................................................................48
        Section 904. Liquidation................................................................48





                                      -ii-
   4

                                                                                             
        Section 905. Mergers, Consolidations, Amalgamations or Replacements of the
               Trust ...........................................................................50

ARTICLE 10 MISCELLANEOUS PROVISIONS.............................................................51

        Section 1001. Limitation of Rights of Securityholders...................................51
        Section 1002. Amendment.................................................................51
        Section 1003. Separability..............................................................52
        Section 1004. Governing Law.............................................................52
        Section 1005. Payments Due on Non-Business Day..........................................52
        Section 1006. Successors................................................................53
        Section 1007. Headings..................................................................53
        Section 1008. Reports, Notices and Demands..............................................53
        Section 1009. Agreement not to Petition.................................................54
        Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act....................54
        Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and Indenture...........55




EXHIBITS

                   
        Exhibit A     Certificate of Trust
        Exhibit B     Form of Common Securities Certificate
        Exhibit C     Form of Expense Agreement
        Exhibit D     Form of Trust Preferred Securities Certificate
        Exhibit E     Form of Trust Preferred Securities Certificate of Authentication
        Exhibit F     Certificate of Depositary Agreement





                                      -iii-
   5

                             CROSS-REFERENCE TABLE



                                                                         SECTION OF AMENDED
                                                                         AND RESTATED TRUST
           SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED                 AGREEMENT
           --------------------------------------------------            ------------------
                                                                      
         310(a)(1)...........................................                       807
         310(a)(2)...........................................                       807
         310(a)(3)...........................................                       807
         310(a)(4)...........................................                207(a)(ii)
         310(b)..............................................                       808
         311(a)..............................................                       813
         311(b)..............................................                       813
         312(a)..............................................                       507
         312(b)..............................................                       507
         312(c)..............................................                       507
         313(a)..............................................                    814(a)
         313(a)(4)...........................................                    814(b)
         313(b)..............................................                    814(b)
         313(c)..............................................                      1008
         313(d)..............................................                    814(c)
         314(a)..............................................                       815
         314(b)..............................................            Not Applicable
         314(c)(1)...........................................                       816
         314(c)(2)...........................................                       816
         314(c)(3)...........................................            Not Applicable
         314(d)..............................................            Not Applicable
         314(e)..............................................                  101, 816
         315(a)..............................................            801(a), 803(a)
         315(b)..............................................                 802, 1008
         315(c)..............................................                    801(a)
         315(d)..............................................                  801, 803
         316(a)(2)...........................................            Not Applicable
         316(b)..............................................            Not Applicable
         316(c)..............................................                       607
         317(a)(1)...........................................            Not Applicable
         317(a)(2)...........................................            Not Applicable
         317(b)..............................................                       509
         318(a)..............................................                      1010


        Note: This Cross-Reference Table does not constitute part of this
Agreement and shall not affect the interpretation of any of its terms or
provisions.



                                      -iv-
   6

                    AMENDED AND RESTATED DECLARATION OF TRUST


        AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ______________,
2001, among (i) SOLECTRON CORPORATION, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association with its principal place of
business in the State of Delaware, as property trustee (the "Property Trustee"
and, in its separate corporate capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association with its principal place of business in the State
of Delaware, as Delaware trustee (the "Delaware Trustee," and, in its separate
corporate capacity and not in its capacity as Delaware Trustee, the "Delaware
Bank") (iv) Susan Wang, an individual and Robert Hirt, an individual, each of
whose address is c/o Company (each an "Administrative Trustee" and collectively
the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees referred to collectively as the "Trustees"), and (v)
the several Holders (as hereinafter defined).

                                    RECITALS

        WHEREAS, the Depositor, the Delaware Trustee, and Susan Wang and Robert
Hirt, each as an Administrative Trustee, have heretofore duly declared and
established a business trust pursuant to the Delaware Business Trust Act by the
entering into of that certain Trust Agreement, dated as of December 21, 1998
(the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee and the Administrative Trustees with the Secretary of State of
the State of Delaware of the Certificate of Trust, filed on December 21, 1998,
the form of which is attached as Exhibit A; and

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

        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 Securityholders (as defined herein),
hereby amends and restates the Original Trust Agreement in its entirety and
agrees as follows:



   7

                                    ARTICLE I

                                  DEFINED TERMS

        Section 101. Definitions.

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

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

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

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

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

        "Act" has the meaning specified in Section 608.

        "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period.

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

        "Administrative Trustee" means each of Susan Wang and Robert Hirt,
solely in his or her capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in his or her individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

        "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, any Person 10% or more of whose outstanding voting securities
or other ownership interests are directly or indirectly owned, controlled or
held with power to vote by the specified Person; (b) any Person directly or
indirectly controlling, controlled by, or under common control with the
specified Person; (c) a partnership in which the specified Person is a general
partner; (d) any officer or director of the specified Person; and (e) if the
specified Person is an individual, any entity of which the specified Person is
an officer, director or general partner.

        "Authenticating Agent" means an authenticating agent with respect to the
Trust Preferred Securities appointed by the Property Trustee pursuant to Section
503.



                                      -2-
   8

        "Bank" has the meaning specified in the Preamble to this Trust
Agreement.

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

                (a) the entry of a decree or order by a court having
jurisdiction in the premises adjudging such Person a bankrupt or insolvent, or
approving as properly filed a petition seeking liquidation or reorganization of
or in respect of such Person under the United States Bankruptcy Code of 1978, as
amended, or any other similar applicable federal or state law, and the
continuance of any such decree or order unvacated and unstayed for a period of
90 days; or the commencement of an involuntary case under the United States
Bankruptcy Code of 1978, as amended, in respect of such Person, which shall
continue undismissed for a period of 90 days or entry of an order for relief in
such case; or the entry of a decree or order of a court having jurisdiction in
the premises for the appointment on the ground of insolvency or bankruptcy of a
receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency
of such Person or of its property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days; or

                (b) the institution by such Person of proceedings to be
adjudicated a voluntary bankrupt, or the consent by such Person to the filing of
a bankruptcy proceeding against it, or the filing by such Person of a petition
or answer or consent seeking liquidation or reorganization under the United
States Bankruptcy Code of 1978, as amended, or other similar applicable Federal
or State law, or the consent by such Person to the filing of any such petition
or to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or insolvency of
such Person or of its property, or shall make a general assignment for the
benefit of creditors.

        "Bankruptcy Laws" has the meaning specified in Section 1009.

        "Board Resolution" means a copy of a resolution certified by the
Secretary of the Depositor to have been duly adopted by the Depositor's Board of
Directors, or such committee of the Board of Directors or officers of the
Depositor to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the appropriate Trustee.

        "Business Day" means a day other than a Saturday or Sunday, a day on
which banking institutions in New York, New York or Wilmington, Delaware are
authorized or required by law, executive order or regulation to remain closed,
or 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 Depositary Agreement" means the agreement among
Depositor, Trust and DTC, as the initial Clearing Agency, dated as of the
Closing Date, as the same may be amended and supplemented from time to time.

        "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.



                                      -3-
   9

        "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

        "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC shall be the initial Clearing Agency.

        "Clearing Agency Participant" means a broker, dealer, bank or 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 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 from time
to time constituted, created under the Exchange Act, or, if at any time after
the execution of this instrument such Commission is not existing and performing
the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

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

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

        "Company" means Solectron Corporation.

        "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at One Rodney Square, 920 King
Street, 1st Floor, Wilmington, Delaware 19801, Attn: Corporate Trust
Administration.

        "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

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

        "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1 of
the Indenture.

        "Debenture Trustee" means First Union Trust Company, National
Association, a national banking association with its principal place of business
in the State of Delaware and any successor thereto, acting not in its individual
capacity but solely as trustee under the Indenture



                                      -4-
   10

        "Debentures" means the $___________ aggregate principal amount of the
Depositor Floating Rate Subordinated Debentures due _____, issued pursuant to
the Indenture.

        "Definitive Trust Preferred Securities Certificates" means Trust
Preferred Securities Certificates issued in certified, fully registered form as
provided in Section 513.

        "Delaware Bank" has the meaning specified in the Preamble to this Trust
Agreement.

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

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

        "Depositary" means DTC or any successor thereto.

        "Depositor" has the meaning specified in the Preamble to this Trust
Agreement.

        "Distribution Date" has the meaning specified in Section 401(a).

        "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 401.

        "DTC" means The Depository Trust Company.

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

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

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

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

                (d) default in the performance, or breach, in any material
respect, of any covenant or warranty of the Trustees in this Trust Agreement
(other than a covenant or warranty a default in the performance of which or the
breach of which is dealt with in clause (b) or (c), above) and continuation of
such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in aggregate liquidation preference of the Outstanding
Trust Preferred Securities a written notice



                                      -5-
   11

specifying such default or breach and 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 and the failure by the Depositor to appoint a successor
Property Trustee within 60 days thereof.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
Exhibit C, as amended from time to time.

        "Expiration Date" has the meaning specified in Section 901.

        "Extended Interest Payment Period" has the meaning specified in Section
4.1 of the Indenture.

        "Global Trust Preferred Securities Certificate" means a Trust Preferred
Securities Certificate evidencing ownership of Global Trust Preferred
Securities.

        "Global Trust Preferred Security" means a Trust Preferred Security, the
ownership and transfer of which shall be made through book entries by a Clearing
Agency as described herein.

        "Guarantee" means the Trust Preferred Securities Guarantee Agreement
executed and delivered by the Depositor and First Union Trust Company, National
Association, as trustee, contemporaneously with the execution and delivery of
this Trust Agreement, for the benefit of the holders of the Trust Preferred
Securities, as amended from time to time.

        "Indenture" means the Indenture, dated as of ____________, 2001, between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

        "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

        "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Trust Preferred Securities
under this Trust Agreement; provided, however, that the Depositor or the Trust
shall have requested and received such an Opinion of Counsel with regard to such
matters within a reasonable period of time after the Depositor or the Trust
shall have become aware of the possible occurrence of any such event.



                                      -6-
   12

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

        "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which shall be used to pay the
Redemption Price of such Trust Securities; and (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a
termination or liquidation of the Trust, Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed. Each Debenture distributed pursuant to clause
(b) above shall carry with it accrued interest in an amount equal to the accrued
and unpaid interest then due on such Debentures.

        "Liquidation Amount" means the stated amount of ____ per Trust Security.

        "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

        "Liquidation Distribution" has the meaning specified in Section 904(d).

        "Officers' Certificate" means a certificate signed by the President or
an Executive Vice President and by the Treasurer or the Vice President--Finance
or the Secretary, of the Depositor, and delivered to the appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
816 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

        "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, who shall be reasonably acceptable to the Property Trustee.



                                      -7-
   13

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

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

                (a) Trust Preferred Securities theretofore canceled by the
Property Trustee or delivered to the Property Trustee for cancellation;

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

                (c) Trust Preferred Securities which have been paid or in
exchange for or in lieu of which other Trust Preferred Securities have been
executed and delivered pursuant to Sections 504, 505, 511 and 513; provided,
however, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Trust Preferred Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Trust
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Trust Preferred Securities that such Trustee knows to be so owned
shall be so disregarded; and (b) the foregoing shall not apply at any time when
all of the outstanding Trust Preferred Securities are owned by the

        Depositor, one or more of the Trustees and/or any such Affiliate. Trust
Preferred Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to the Depositor or any Affiliate
of the Depositor.

        "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 and shall initially be the Bank.

        "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
402.

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

        "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee," in the Preamble to this Trust Agreement solely in its
capacity as Property Trustee of the



                                      -8-
   14

Trust heretofore formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

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

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

        "Relevant Trustee" shall have the meaning specified in Section 810.

        "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 504.

        "Securityholder" or "Holder" means a Person in whose name a Trust
Security or Trust Securities is registered in the Securities Register; any such
Person is a beneficial owner within the meaning of the Delaware Business Trust
Act.

        "Trust" means the Delaware business trust created and continued hereby
and identified on the cover page to this Trust Agreement.

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

        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended,
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, as amended, is
amended after such date, "Trust Indenture Act" means, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended.

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

        "Trust Preferred Security" means a preferred undivided beneficial
interest in the assets of the Trust, having a Liquidation Amount of $10 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.



                                      -9-
   15

        "Trust Property" means (a) the Debentures; (b) the rights of the
Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to,
the Payment Account; and (d) all proceeds and rights in respect of the foregoing
and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to the trusts of this Trust Agreement.

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

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

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

        "Underwriting Agreement" means the Underwriting Agreement, dated as of
____________, 2001, among the Trust, the Depositor and the Underwriters named
therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

        Section 201. Name.

        The Trust continued hereby shall be known as "Solectron Capital Trust
I," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may engage in the transactions
contemplated hereby, make and execute contracts and other instruments on behalf
of the Trust and sue and be sued.

        Section 202. Office of the Delaware Trustee; Principal Place of
Business.

        The address of the Delaware Trustee in the State of Delaware is c/o
First Union Trust Company, National Association, One Rodney Square, 920 King
Street, 1st Floor, Wilmington, Delaware 19801, Attn: Corporate Trust
Administration, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal executive office of the Trust is c/o Solectron
Corporation, 777 Gibraltar Dr., Milpitas, CA 95035.

        Section 203. Initial Contribution of Trust Property; Organizational
Expenses.

        The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of any Trustee,
promptly reimburse such Trustee for any such expenses paid by such Trustee. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.



                                      -10-
   16

        Section 204. Issuance of the Trust Preferred Securities.

        On ____________, 2001, the Depositor and an Administrative Trustee, on
behalf of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver in accordance
with the Underwriting Agreement, Trust Preferred Securities Certificates,
registered in the name of Persons entitled thereto in an aggregate amount of
____________ Trust Preferred Securities having an aggregate Liquidation Amount
of $___________ against receipt of the aggregate purchase price of such Trust
Preferred Securities of $__________, which amount such Administrative Trustee
shall promptly deliver to the Property Trustee.

        Section 205. Issuance of the Common Securities; Subscription and
Purchase of Debentures.

        Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Common Securities having an aggregate Liquidation Amount of $_________ against
payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$_____________, and, in satisfaction of the purchase price for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $_____________.

        Section 206. Declaration of Trust.

        The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, advisable or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

        Section 207. Authorization to Enter into Certain Transactions.

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



                                      -11-
   17

Section 207 and Article VIII, and in accordance with the following provisions
(i) and (ii), the Administrative Trustees shall have the authority to enter into
all transactions and agreements determined by the Administrative Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Administrative Trustees under this Trust Agreement, and to perform all
acts in furtherance thereof, including without limitation, the acts set forth in
the following provision (i) and the Property Trustee shall have the authority to
act, each as set forth below:

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

                                (A) the issuance and sale of the Trust
Securities and the compliance with the Underwriting Agreement in connection
therewith;

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

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

                                (D) assisting in the quotation of the Trust
Preferred Securities upon the OTC Bulletin Board or the listing on such
securities exchange or exchanges as shall be determined by the Depositor, the
registration of the Trust Preferred Securities under the Exchange Act, the
compliance with the quotation requirements of the OTC Bulletin Board or the
listing requirements of the applicable securities exchange and the preparation
and filing of all periodic and other reports and other documents pursuant to the
foregoing;

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

                                (F) the appointment of a Paying Agent,
authenticating agent and Securities Registrar in accordance with this Trust
Agreement;

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

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



                                      -12-
   18

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

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

                                (A) the establishment of the Payment Account;

                                (B) the receipt of the Debentures;

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

                                (D) the distribution of amounts owed to the
Securityholders in respect of the Trust Securities in accordance with the terms
of this Trust Agreement;

                                (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
Securityholders in accordance with this Trust Agreement;

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

                                (H) to the extent provided in this Trust
Agreement, the winding up of the affairs of and liquidation of the Trust;

                                (I) after an Event of Default, the taking of any
action incidental to the foregoing as the Property Trustee may from time to time
determine is necessary or advisable to give effect to the terms of this Trust
Agreement and protect and conserve the Trust Property for the benefit of the
Securityholders (without consideration of the effect of any such action on any
particular Securityholder);

                                (J) registering transfers of the Trust
Securities in accordance with this Trust Agreement; and

                                (K) except as otherwise provided in this Section
207(a)(ii), the Property Trustee shall have none of the duties, liabilities,
powers or the authority of the Administrative Trustees set forth in Section
207(a)(i).

                (b) So long as this Trust Agreement remains in effect, the Trust
(or the Trustees acting on behalf of the Trust) shall not undertake any
business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees shall not (i) acquire



                                      -13-
   19

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 Securityholders, except as expressly provided herein; (iii) take any action
that would cause the Trust to fail or cease to qualify as a "grantor trust" for
United States federal income tax purposes; (iv) incur any indebtedness for
borrowed money or issue any other debt; or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.

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

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

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

                        (iii) the preparation for filing by the Trust and
execution on behalf of the Trust of an application to the OTC Bulletin Board or
a national stock exchange or other organizations for quotation or listing as
appropriate upon notice of issuance of any Trust Preferred Securities and to
file or cause an Administrative Trustee to file thereafter with such exchange or
organization such notifications and documents as may be necessary from time to
time;

                        (iv) the preparation for filing by the Trust with the
Commission and the execution on behalf of the Trust of a registration statement
on Form 8-A relating to the registration of the Trust 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 Trust
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, the
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust shall not be deemed to be an "investment
company" required to be registered under the Investment Company



                                      -14-
   20

Act, shall be classified as a "grantor trust" and not as an association taxable
as a corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, subject to Section 1002, the
Depositor and the Trustees are authorized to take any action, not inconsistent
with applicable law or this Trust Agreement, that each of the Depositor and the
Trustees determines in their discretion to be necessary or desirable for such
purposes.

        Section 208. Assets of Trust.

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

        Section 209. Title to Trust Property.

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

        Section 301. Payment Account.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

        Section 401. Distributions.

                (a) Distributions on the Trust Securities shall be cumulative,
and shall accumulate whether or not there are funds of the Trust available for
the payment of Distributions. Distributions shall accumulate from _____________,
2001, and, except during any Extended Interest Payment Period with respect to
the Debentures, shall be payable quarterly in arrears on the last calendar day



                                      -15-
   21

of March, June, September and December of each year, commencing on
_____________, 2001. If any date on which a Distribution is otherwise payable on
the Trust Securities is not a Business Day, then the payment of such
Distribution shall be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case with the same force and effect as if made on such date (each date
on which distributions are payable in accordance with this Section 401(a), a
"Distribution Date").

                (b) The Trust Securities represent undivided beneficial
interests in the Trust Property, and, as a practical matter, the Distributions
on the Trust Securities shall be payable at a floating rate ("Floating Interest
Rate") of 3.75% per annum over the three month London interbank offered rate
("Three-Month LIBOR Rate") from time to time in effect of the Liquidation Amount
of the Trust Securities. The Floating Interest Rate for each interest period
will be set on the 15th day of the months March, June, September and December of
each year; provided, that the initial Floating Interest Rate will be set on
____________, 2001 (each such date, an "Interest Reset Date"). If the Interest
Reset Date is not a London Business Day, then such Interest Reset Date shall be
the next succeeding day which is a London Business Day.

                (c) 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 number of days elapsed in a 360-day year of twelve 30-day months. During any
Extended Interest Payment Period with respect to the Debentures, Distributions
on the Trust Preferred Securities shall be deferred for a period equal to the
Extended Interest Payment Period. The amount of Distributions payable for any
period shall include the Additional Amounts, if any.

                (d) The "Three-Month LIBOR Rate" shall mean the rate determined
in accordance with the following provisions:

                        (i) On the second London business day preceding each
Interest Reset Date (each such date, an "Interest Determination Date"), First
Union Trust Company, National Association (the "Calculation Agent"), will
determine the Three-Month LIBOR Rate which shall be the rate for deposits in the
London interbank market in U.S. dollars having a three-month maturity commencing
on the second London business day immediately following such Interest
Determination Date which appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on such Interest Determination Date. "Telerate Page 3750" means the
display on Page 3750 of the Dow Jones Telerate Service (or such other page as
may replace that page on that service for the purpose of displaying London
interbank offered rates of major banks for U.S. dollar deposits). If the
Three-Month LIBOR Rate on such Interest Determination Date does not appear on
the Telerate Page 3750, such Three-Month LIBOR Rate will be determined as
described in (ii) below. London business day means any day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.



                                      -16-
   22

                        (ii) With respect to an Interest Determination Date for
which the Three-Month LIBOR Rate does not appear on the Telerate Page 3750 as
specified in (i) above, the Calculation Agent will request the principal London
offices of each of four major banks in the London interbank market, as selected
by the Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in U.S. dollars having a three-month maturity commencing
on the second London business day immediately following such Interest
Determination Date to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such Interest Determination Date and
in a principal amount that is representative for a single transaction in such
market at such time. If at least two such quotations are provided, the
Three-Month LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five or more one-millionths of
one percentage point rounded upwards) of such quotations. If fewer than two
quotations are provided, the Three-Month LIBOR Rate determined on such Interest
Determination Date will be the arithmetic mean (rounded upwards, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five or more
one-millionths of one percentage point rounded upwards) of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks, having a three-month
maturity commencing on the second London business day immediately following such
Interest Determination Date and in a principal amount that is representative for
a single transaction in such market at such time by three major banks in New
York City selected by the Calculation Agent; provided, however, if the banks so
selected by the Calculation Agent are not quoting as aforesaid, the Three-Month
LIBOR Rate with respect to such Interest Determination Date will be the
Three-Month LIBOR Rate in effect on such Interest Determination Date.

                (e) Distributions on the Trust Securities shall be made by the
Property Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds on hand and
immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

                (f) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the record holders thereof as they appear
on the Securities Register for the Trust Securities on the relevant record date,
which shall be the Business Day immediately prior to the relevant Distribution
Date.

        Section 402. Redemption.

                (a) On each Debenture Redemption Date and on the maturity of the
Debentures, the Trust shall 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 such Holder's address appearing in the Securities Register. The
Property Trustee shall have no responsibility for the accuracy of any CUSIP
number contained in such notice. All notices of redemption shall state:

                        (i) the Redemption Date;



                                      -17-
   23

                        (ii) the Redemption Price;

                        (iii) the CUSIP number;

                        (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
shall become due and payable upon each such Trust Security to be redeemed and
that Distributions thereon shall cease to accumulate on and after said date,
except as provided in Section 402(d); and

                        (vi) the place or places at which Trust Securities are
to be surrendered for the payment of the Redemption Price; and

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

                (d) If the Property Trustee gives a notice of redemption in
respect of any Trust Preferred Securities, then, by 12:00 noon, New York City
time, on the Redemption Date, subject to Section 402(c), the Property Trustee,
subject to Section 402(c), shall, with respect to Trust Preferred Securities
held in global form, deposit with the Clearing Agency for such Trust Preferred
Securities, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders of the
Trust Preferred Securities. With respect to Trust Securities that are not held
in global form, the Property Trustee, subject to Section 402(c), shall deposit
with the Paying Agent funds sufficient to pay the applicable Redemption Price
and shall give the Paying Agent irrevocable instructions and authority to pay
the Redemption Price to the record holders thereof upon surrender of their Trust
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Register for the Trust Securities on the relevant record dates for
the related Distribution Dates. If notice of redemption shall have been given
and funds deposited as required, then upon the date of such deposit, (i) all
rights of Securityholders holding Trust Securities so called for redemption
shall cease, except the right of such Securityholders to receive the Redemption
Price, (ii) such Securities shall cease to be Outstanding, (iii) the Clearing
Agency for the Trust Preferred Securities or its nominee, as the registered
Holder of the Global Trust Preferred Securities Certificate, shall receive a
registered global certificate or certificates representing the Debentures to be
delivered upon such distribution with respect to Trust Preferred Securities held
by the Clearing Agency or its nominee, and (iv) any Trust Securities
Certificates not held by the Clearing Agency for the Trust Preferred Securities
or its nominee as specified in clause (iii) above will be deemed to represent
Debentures having a principal amount equal to the stated Liquidation Amount of
the Trust Securities represented thereby and bearing accrued and unpaid interest
in an amount equal to the accumulated and unpaid Distributions



                                      -18-
   24

on such Trust Securities until such certificates are presented to the Securities
Registrar for transfer or reissuance. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in each case with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date shall be the date fixed for redemption for
purposes of calculating the Redemption Price.

                (e) Payment of the Redemption Price on the Trust Securities
shall be made to the record holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the date 15 days prior to the relevant Redemption Date.

                (f) Subject to Section 403(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Trust Preferred Securities. The particular Trust Preferred Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Property Trustee from the outstanding Trust Preferred Securities not
previously called for redemption, by such method (including, without limitation,
by lot) as the Property Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to $10 or an
integral multiple of $10 in excess thereof) of the Liquidation Amount of Trust
Preferred Securities of a denomination larger than $10. The Property Trustee
shall promptly notify the Securities Registrar in writing of the Trust Preferred
Securities selected for redemption and, in the case of any Trust 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 Trust Preferred
Securities shall relate, in the case of any Trust Preferred Securities redeemed
or to be redeemed only in part, to the portion of the Liquidation Amount of
Trust Preferred Securities which has been or is to be redeemed.

        Section 403. Subordination of Common Securities.

                (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 402(f), pro rata among the Common
Securities and the Trust Preferred Securities based on the Liquidation Amount of
the Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless



                                      -19-
   25

payment in full in cash of all accumulated and unpaid Distributions (including
Additional Amounts, if applicable) on all 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
Outstanding Trust Preferred Securities then called for redemption, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or the
Redemption Price of, Trust Preferred Securities then due and payable.

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

        Section 404. Payment Procedures.

        Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Trust Preferred Securities shall be made by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Trust Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

        Section 405. Tax Returns and Reports.

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



                                      -20-
   26

        Section 406. Payment of Taxes, Duties, etc. of the Trust.

        Upon receipt under the Debentures of Additional Interest (as defined in
Section 1.1 of the Indenture), the Property Trustee, at the direction of an
Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or
governmental charges of whatsoever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

        Section 407. Payments Under Indenture.

        Any amount payable hereunder to any record holder of Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder has directly received under the Indenture pursuant to Section 513(b) or
(c) hereof.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

        Section 501. Initial Ownership.

        Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 203 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

        Section 502. The Trust Securities Certificates.

        The Trust Preferred Securities Certificates shall be issued in minimum
denominations of ____ Liquidation Amount and integral multiples of ____ in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of ____ Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 513.

        Section 503. Execution, Authentication and Delivery of Trust Securities
Certificates.

                (a) On the Closing Date and on any date on which the
underwriters exercise their over-allotment option, as applicable (an "Option
Closing Date"), the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 204 and
205, to be executed on behalf of the Trust by at least one of the Administrative
Trustees and delivered to or upon the written order of the Depositor, signed by
its Chief Executive Officer,



                                      -21-
   27

President, any Vice President or its Treasurer without further corporate action
by the Depositor, in authorized denominations.

                (b) A Trust Securities Certificate shall not be valid until
authenticated by the manual signature of an authorized signatory of the Property
Trustee. The signature shall be conclusive evidence that the Trust Securities
Certificate has been authenticated under this Trust Agreement. Each Trust
Security Certificate shall be dated the date of its authentication.

        Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Trust Securities Certificates.

        The Property Trustee may appoint an Authenticating Agent acceptable to
the Trust to authenticate the Trust Securities. An Authenticating Agent may
authenticate the Trust Securities whenever the Property Trustee may do so. Each
reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An Authenticating Agent has the same
rights as the Property Trustee to deal with the Company or the Trust.

        Section 504. A Global Trust Preferred Security.

                (a) Any Global Trust Preferred Security issued under this Trust
Agreement shall be registered in the name of the nominee of the Clearing Agency
and delivered to such custodian therefor, and such Global Trust Preferred
Security shall constitute a single Trust Preferred Security for all purposes of
this Trust Agreement.

                (b) Notwithstanding any other provision in this Trust Agreement,
no Global Trust Preferred Security may be exchanged for Trust Preferred
Securities registered in the names of persons other than the Depositary or its
nominee unless (i) the Depositary notifies the Debenture Trustee that it is
unwilling or unable to continue as a depositary for such Global Trust Preferred
Securities and the Depositor is unable to locate a qualified successor
depositary, (ii) the Depositor executes and delivers to the Trustee a written
order stating that it elects to terminate the book-entry system through the
Depositary or (iii) there shall have occurred and be continuing a Debenture
Event of Default.

                (c) If a Trust Preferred Security is to be exchanged in whole or
in part for a beneficial interest in a Global Trust Preferred Security, then
either (i) such Global Trust Preferred Security shall be so surrendered for
exchange or cancellation as provided in this Article V or (ii) the Liquidation
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, or equal to the Liquidation Amount of
such other Trust Preferred Securities 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 Property Trustee, in
accordance with the rules and procedures of the Depositary for such Global Trust
Preferred Security (the "Applicable Procedures"), shall instruct the Clearing
Agency or its authorized representative to make a corresponding adjustment to
its records. Upon any such surrender or adjustment of a Global Trust Preferred
Security by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, subject to
Section 504(b) and as otherwise provided in this Article V, authenticate and
deliver any



                                      -22-
   28

Trust Preferred Securities issuable in exchange for such Global Trust Preferred
Security (or any portion thereof) in accordance with the instructions of the
Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

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

                (e) The Clearing Agency or its nominee, as the registered owner
of a Global Trust Preferred Security, shall be considered the Holder of the
Trust Preferred Securities represented by such Global Trust Preferred Security
for all purposes under this Trust Agreement and the Trust Preferred Securities,
and owners of beneficial interests in such Global Trust Preferred Security shall
hold such interests pursuant to the Applicable Procedures and, except as
otherwise provided herein, shall not be entitled to receive physical delivery of
any such Trust Preferred Securities in definitive form and shall not be
considered the Holders thereof under this Trust Agreement. Accordingly, any such
owner's beneficial interest in the Global Trust Preferred Securities shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Clearing Agency or its nominee. Neither the Property
Trustee, the Securities Registrar nor Depositor shall have any liability in
respect of any transfers effected by the Clearing Agency.

                (f) The rights of owners of beneficial interests in a Global
Trust Preferred Security shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such owners
and the Clearing Agency.

        Section 505. Registration of Transfer and Exchange of Trust Preferred
Securities Certificates.

                (a) The Depositor shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 508, a register or registers for the
purpose of registering Trust Securities Certificates and, subject to the
provisions of Section 503A, transfers and exchanges of Trust Securities
Certificates (herein referred to as the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Trust Preferred Securities Certificates and Common Securities
Certificates (subject to Section 510 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of referred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Securities Registrar.

                (b) Subject to the provisions of Section 503A, upon surrender
for registration of transfer of any Trust Preferred Securities Certificate at
the office or agency maintained pursuant to Section 508, the Administrative
Trustees or any one of them shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Trust Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by



                                      -23-
   29

such Administrative Trustee or Trustees. The Securities Registrar shall not be
required to register the transfer of any Trust Preferred Securities that have
been called for redemption. At the option of a record holder, Trust Preferred
Securities Certificates may be exchanged for other Trust Preferred Securities
Certificates in authorized denominations of the same class and of a like
aggregate Liquidation Amount upon surrender of the Trust Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 508.

                (c) Every Trust Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange, subject to the provisions
of Section 503A, shall be accompanied by a written instrument of transfer in
form satisfactory to the Property Trustee and the Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each Trust
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Property Trustee
in accordance with its customary practice. The Trust shall not be required to
(i) issue, register the transfer of, or exchange any Trust Preferred Securities
during a period beginning at the opening of business 15 calendar days before the
date of mailing of a notice of redemption of any Trust Preferred Securities
called for redemption and ending at the close of business on the day of such
mailing; or (ii) register the transfer of or exchange any Trust Preferred
Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any such Trust Preferred Securities being redeemed in
part.

                (d) No service charge shall be made for any registration of
transfer or exchange of Trust Preferred Securities Certificates, subject to the
provisions of Section 503A, but the Securities Registrar may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Trust Preferred Securities
Certificates.

                (e) Trust Preferred Securities may only be transferred, in whole
or in part, in accordance with the terms and conditions set forth in this Trust
Agreement. Any transfer or purported transfer of any Trust Preferred Security
not made in accordance with this Trust Agreement shall be null and void. A Trust
Preferred Security that is not a Global Trust Preferred Security may be
transferred, in whole or in part, to a Person who takes delivery in the form of
another Trust Preferred Security that is not a Global Trust Preferred Security
as provided in Section 504(a). A beneficial interest in a Global Trust Preferred
Security may be exchanged for a Trust Preferred Security that is not a Global
Trust Preferred Security only as provided in Section 503A.

        Section 506. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

        If (a) any mutilated Trust Securities certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate; and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section 505, the Administrative Trustees or the Securities Registrar



                                      -24-
   30

may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section 505 shall
constitute conclusive evidence of an undivided beneficial interest in the assets
of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

        Section 507. Persons Deemed Securityholders.

        The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Securities Certificate for
the purpose of receiving Distributions and for all other purposes whatsoever,
and neither the Trustees nor the Securities Registrar shall be bound by any
notice to the contrary.

        Section 508. Access to List of Securityholders' Names and Addresses.

        At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a) within five Business Days
of each record date, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
record date; and (b) promptly after receipt by any Administrative Trustee or the
Depositor of a request therefor from the Property Trustee in order to enable the
Property Trustee to discharge its obligations under this Trust Agreement, in
each case to the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Securities Registrar. The rights of Securityholders to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities, and the corresponding rights of the
Trustee shall be as provided in the Trust Indenture Act. Each Holder, by
receiving and holding a Trust Securities Certificate, and each owner shall be
deemed to have agreed not to hold the Depositor, the Property Trustee or the
Administrative Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

        Section 509. Maintenance of Office or Agency.

        The Administrative Trustees shall maintain, or cause to be maintained,
in The City of New York, New York or Wilmington, Delaware or other location
designated by the Administrative Trustees, an office or offices or agency or
agencies where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate the Corporate Trust Office of the
Property Trustee, First Union Trust Company, National Association, as the
principal corporate trust office for such purposes. The Administrative Trustees
shall give prompt written notice to the Depositor and to the Securityholders of
any change in the location of the Securities Register or any such office or
agency.



                                      -25-
   31

        Section 510. Appointment of Paying Agent.

        The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

        Section 511. Ownership of Common Securities by Depositor.

        On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, any attempted transfer of the Common Securities (other than a transfer
in connection with a merger or consolidation of the Depositor into another
corporation pursuant to Section ___ of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE."

        Section 512. Trust Securities Certificates.

                (a) Upon their original issuance, Trust Preferred Securities
Certificates shall be issued in the form of one or more fully registered Global
Trust Preferred Securities Certificates which will be deposited with or on
behalf of the Clearing Agency and registered in the name of the Clearing
Agency's nominee. Unless and until it is exchangeable in whole or in part for
the Trust Preferred Securities in definitive form, a global security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency



                                      -26-
   32

to the Clearing Agency or another nominee of the Clearing Agency or by the
Clearing Agency or any such nominee to a successor of such Clearing Agency or a
nominee of such successor.

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

        Section 513. Notices to Clearing Agency.

        To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Trust Preferred Securities
are represented by a Global Trust Preferred Securities Certificate, the Trustees
shall give all such notices and communications specified herein to be given to
the Clearing Agency, and shall have no obligations to provide notice to the
owners of the beneficial interest in the Global Trust Preferred Securities.

        Section 514. Rights of Securityholders.

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

                (b) For so long as any Trust Preferred Securities remain
Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails
or the holders of not less than 25% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least 25% in Liquidation Amount
of the Trust Preferred Securities then Outstanding shall have such right by a
notice in writing to the Depositor and the Debenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable, provided that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

                (c) For so long as any Trust Preferred Securities remain
outstanding, upon a Debenture Event of Default arising from the failure to pay
interest or principal on the Debentures, the Holders of any Trust Preferred
Securities then Outstanding shall, to the fullest extent permitted by law, have
the right to directly institute proceedings for enforcement of payment to such
Holders of principal of or interest on the Debentures having a principal amount
equal to the Liquidation Amount of the Trust Preferred Securities of such
Holders.



                                      -27-
   33

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

        Section 601. Limitations on Voting Rights.

                (a) Except as provided in this Section 601, in Sections 512, 810
and 1002 and in the Indenture and as otherwise required by law, no record Holder
of Trust Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

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

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



                                      -28-
   34

        Section 602. Notice of Meetings.

        Notice of all meetings of the Trust Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 1008 to each Trust Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

        Section 603. Meetings of Trust Preferred Securityholders.

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

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

                (c) If a quorum is present at a meeting, an affirmative vote by
the Trust Preferred Securityholders of record present, in person or by proxy,
holding more than a majority of the Trust Preferred Securities (based upon their
aggregate Liquidation Amount) held by the Trust Preferred Securityholders of
record present, either in person or by proxy, at such meeting shall constitute
the action of the Securityholders, unless this Trust Agreement requires a
greater number of affirmative votes.

        Section 604. Voting Rights.

        Securityholders shall be entitled to one vote for each $10 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

        Section 605. Proxies, etc.

        At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Only Holders of record shall be entitled to vote. When Trust Securities are held
jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such Trust Securities, but if more than one of them shall
be present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall



                                      -29-
   35

not be received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and, the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid more than three years
after its date of execution.

        Section 606. Securityholder Action by Written Consent.

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

        Section 607. Record Date for Voting and Other Purposes.

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

        Section 608. Acts of Securityholders.

                (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by Securityholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Securityholders or owners in person or by an agent duly appointed in writing;
and, except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to an Administrative
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Securityholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 801)
conclusive in favor of the Trustees, if made in the manner provided in this
Section 608.

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



                                      -30-
   36

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

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

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

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

        Section 609. Inspection of Records.

        Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by record holders of
the Trust Securities during normal business hours for any purpose reasonably
related to such record holder's interest as a record holder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

        Section 701. Representations and Warranties of the Bank and the Property
Trustee.

        The Bank and the Property Trustee, each severally on behalf of and as to
itself, as of the date hereof, and each Successor Property Trustee at the time
of the Successor Property Trustee's acceptance of its appointment as Property
Trustee hereunder (in the case of a Successor Property Trustee, the term "Bank"
as used herein shall be deemed to refer to such Successor Property Trustee in
its separate corporate capacity), hereby represents and warrants (as applicable)
for the benefit of the Depositor and the Securityholders that:

                (a) the Bank is a national banking association with its
principal place of business in the State of Delaware or, with respect to a
Successor Property Trustee, a state chartered bank and trust company; duly
organized, validly existing and in good standing under the laws of the State of
Delaware;



                                      -31-
   37

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

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

                (d) the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and does not
require any approval of stockholders of the Bank and such execution, delivery
and performance shall not (i) violate the Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank 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 or trust powers
of the Bank or the Property Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Property Trustee or the Bank;

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

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

                (g) the Property Trustee is a Person eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000.

        Section 702. Representations and Warranties of the Delaware Bank and the
Delaware Trustee.

        The Delaware Bank and the Delaware Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each Successor Delaware Trustee at
the time of the Successor Delaware Trustee's acceptance of appointment as
Delaware Trustee hereunder (the term "Delaware Bank"



                                      -32-
   38

being used to refer to such Successor Delaware Trustee in its separate corporate
capacity), hereby represents and warrants (as applicable) for the benefit of the
Depositor and the Securityholders that:

                (a) the Delaware Bank is a national banking association with its
principal place of business in the State of Delaware, or, if a Successor
Delaware Trustee, is a Delaware banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;

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

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

                (d) this Trust Agreement has been duly authorized by all
necessary corporate or other action on the part of the Delaware Trustee and does
not require any approval of stockholders of the Delaware Bank and such
execution, delivery and performance shall not (i) violate the Delaware Bank's
charter or by-laws; (ii) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Delaware Bank 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 or trust powers of the Delaware Bank
or the Delaware Trustee (as appropriate in context) or any order, judgment or
decree applicable to the Delaware Bank or the Delaware Trustee;

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

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



                                      -33-
   39

        Section 703. Representations and Warranties of Depositor.

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

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

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

                                  ARTICLE VIII

                                    TRUSTEES

        Section 801. Certain Duties and Responsibilities.

                (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee nor the Delaware Trustee shall be liable for its
act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust Indenture Act. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 801. To the extent that, at law or in equity, the
Delaware Trustee or an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Delaware Trustee
or the Administrative Trustees otherwise existing at law or in equity, are
agreed by the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee or the Administrative Trustees, as the case
may be.

                (b) All payments made by the Property Trustee or a Paying Agent
in respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it shall
look solely to the revenue



                                      -34-
   40

and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 801(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

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

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

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

                        (iv) the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree with the
Depositor and money held by the Property Trustee need not be segregated from
other funds held by it except in relation to the Payment Account maintained by
the Property Trustee pursuant to Section 301 and except to the extent otherwise
required by law; and

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

        Section 802. Certain Notices.

                (a) Within five Business Days after the occurrence of any Event
of Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. For
purposes of this Section 802 the term "Event of Default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.



                                      -35-
   41

                (b) The Administrative Trustees shall transmit, to the
Securityholders in the manner and to the extent provided in Section 1008, notice
of the Depositor's election to begin or further extend an Extended Interest
Payment Period on the Debentures (unless such election shall have been revoked)
within the time specified for transmitting such notice to the holders of the
Debentures pursuant to the Indenture as originally executed.

        Section 803. Certain Rights of Property Trustee.

        Subject to the provisions of Section 801:

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

                (b) if (i) in performing its duties under this Trust Agreement
the Property Trustee is required to decide between alternative courses of
action; or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with other provisions
contained herein; or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Trust Preferred Securityholders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within 10
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than 2 Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

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

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

                (e) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement, any filing under



                                      -36-
   42

tax or securities laws or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

                (f) the Property Trustee may consult with counsel of its choice
(which counsel may be counsel to the Depositor or any of its Affiliates) and the
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon and, in accordance with such advice, such counsel
may be counsel to the Depositor or any of its Affiliates, and may include any of
its employees; 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 Securityholders pursuant to this Trust
Agreement, unless such Securityholders shall have offered to the Property
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

                (h) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit;

                (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible for
its own negligence or recklessness 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 of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust Securities in respect of such
remedy, right or action; (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received; and (iii) shall
be protected in acting in accordance with such instructions; and

                (k) except as otherwise expressly provided by this 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 the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.



                                      -37-
   43

        Section 804. Not Responsible for Recitals or Issuance of Securities.

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

        Section 805. May Hold Securities.

        Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 808 and 813 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

        Section 806. Compensation; Indemnity; Fees.

        The Depositor agrees:

                (a) to pay to the Trustees from time to time compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust), in the case of the Property Trustee, as set forth in a written agreement
between the Depositor and the Property Trustee;

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

                (c) to indemnify each of the Trustees or any predecessor Trustee
for, and to hold the Trustees harmless against, any loss, damage, claims,
liability, penalty or expense of any kind or nature whatsoever, arising out of
or in connection with the acceptance or administration of this Trust 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, except any such expense, disbursement or advance as may be
attributable to such Trustee's negligence, bad faith or willful misconduct for
(or, in the case of the Administrative Trustees or the Delaware Trustee, any
such expense, disbursement or advance as may be attributable to its, his or her
gross negligence, bad faith or willful misconduct).

        Each Trustee may claim a Lien or charge on Trust Property as a result of
any amount due and unpaid pursuant to this Section 806. The Property Trustee and
the Delaware Trustee may be the same Person.



                                      -38-
   44

        Section 807. Corporate Property Trustee Required; Eligibility of
Trustees.

                (a) There shall at all times be a Property Trustee hereunder
with respect to the Trust Securities. The Property Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 807, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with
the provisions of this Section 807, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article VIII.

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

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

        Section 808. Conflicting Interests.

        If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

        Section 809. Co-Trustees and Separate Trustee.

                (a) Unless an Event of Default shall have occurred and be
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 at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 809. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Debenture Event of Default has occurred and is continuing,
the Property Trustee alone shall have



                                      -39-
   45

power to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section 809 shall either be (i) a natural person who is at
least 21 years of age and a resident of the United States; or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity.

                (b) Should any written instrument from the Depositor be required
by any co-trustee or separate trustee so appointed for more fully confirming to
such co-trustee or separate trustee such property, title, right, or power, any
and all such instruments shall, on request, be executed, acknowledged, and
delivered by the Depositor.

                (c) Every co-trustee or separate trustee shall, to the extent
permitted by law, but to such extent only, be appointed subject to the following
terms, namely:

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

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

                        (iii) The Property Trustee at any time, by an instrument
in writing executed by it, with the written concurrence of the Depositor, may
accept the resignation of or remove any co-trustee or separate trustee appointed
under this Section 809, and, in case a Debenture Event of Default has occurred
and is continuing, the Property Trustee shall have the power to accept the
resignation of, or remove, any such co-trustee or separate trustee without the
concurrence of the Depositor. Upon the written request of the Property Trustee,
the Depositor shall join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner provided
in this Section 809.

                        (iv) 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.

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

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



                                      -40-
   46

        Section 810. Resignation and Removal; Appointment of Successor.

                (a) No resignation or removal of any Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
VIII shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 811.

                (b) Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Securityholders. If the instrument of acceptance
by the successor Trustee required by Section 811 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction or the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

                (c) Unless a Debenture Event of Default shall have occurred and
be continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Trust Preferred Securities, delivered to the Relevant Trustee (in
its individual capacity and on behalf of the Trust). An Administrative Trustee
may be removed by the Common Securityholder at any time.

                (d) If any Trustee shall resign, be removed or become incapable
of acting as Trustee, or if a vacancy shall occur in the office of any Trustee
for any cause, at a time when no Debenture Event of Default shall have occurred
and be continuing, the Common Securityholder, by Act of the Common
Securityholder delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees with respect to the Trust Securities and the
Trust, and the successor Trustee shall comply with the applicable requirements
of Section 811. If the Property Trustee or the Delaware Trustee shall resign, be
removed or become incapable of continuing to act as the Property Trustee or the
Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and is continuing, the Trust Preferred
Securityholders, by Act of the Securityholders of a majority in Liquidation
Amount of the Trust Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 811.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder, by Act of the
Common Securityholder delivered to an Administrative Trustee, shall promptly
appoint a successor Administrative Trustee or Administrative Trustees with
respect to the Trust Securities and the Trust, and such successor Administrative
Trustee or Administrative Trustees shall comply with the applicable requirements
of Section 811. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Trust Preferred Securityholders and accepted appointment in the manner required
by Section 811, any Securityholder who has been a Securityholder of Trust
Securities on behalf of himself and all others



                                      -41-
   47

similarly situated may petition a court of competent jurisdiction for the
appointment Trustee with respect to the Trust Securities.

                (e) The Property Trustee shall give notice of each resignation
and each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust office if it is the Property
Trustee.

                (f) Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee
who is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of remaining Administrative
Trustees if there are at least two of them; or (b) otherwise by the Depositor
(with the successor in each case being a Person who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 807).

        Section 811. Acceptance of Appointment by Successor.

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

                (b) Upon request of any such successor Relevant Trustee, the
Trust shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the immediately preceding paragraph, as the case may be.

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



                                      -42-
   48

        Section 812. Merger, Conversion, Consolidation or Succession to
Business.

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

        Section 813. Preferential Collection of Claims Against Depositor or
Trust.

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

        Section 814. Reports by Property Trustee.

                (a) Not later than July 15 of each year commencing with July 15,
2002, the Property Trustee shall transmit to all Securityholders in accordance
with Section 1008, and to the Depositor, a brief report dated as of May 15 with
respect to:

                        (i) its eligibility under Section 807 or, in lieu
thereof, if to the best of its knowledge it has continued to be eligible under
said Section, a written statement to such effect; and

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

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

                (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with the OTC Bulletin
Board, and each national securities exchange or other organization upon which
the Trust Securities are listed, and also with the Commission and the Depositor.

        Section 815. Reports to the Property Trustee.

        The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust



                                      -43-
   49

Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.

        Section 816. Evidence of Compliance with Conditions Precedent.

        Each of the Depositor and the Administrative Trustees on behalf of the
Trust shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this 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 817. Number of Trustees.

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

                (b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 817(a), or
if the number of Trustees is increased pursuant to Section 817(a), a vacancy
shall occur. The vacancy shall be filled with a Trustee appointed in accordance
with Section 810.

                (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

        Section 818. Delegation of Power.

                (a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 207(a); and

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

        Section 819. Voting.

        Except as otherwise provided in this Trust Agreement, the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees, unless there are only two,
in which case both must consent.



                                      -44-
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                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

        Section 901. Termination Upon Expiration Date.

        Unless earlier dissolved, the Trust shall automatically dissolve on,
______________, 2031 (the "Expiration Date") subject to distribution of the
Trust Property in accordance with Section 904.

        Section 902. Early Termination.

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

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

                (b) delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior approval
of the Board of Governors of the Federal Reserve System if so required under
applicable guidelines, policies or regulations thereof) to dissolve the Trust
and distribute the Debentures to Securityholders in exchange for the Trust
Preferred Securities in accordance with Section 904;

                (c) the redemption of all of the Trust Preferred Securities in
connection with the redemption of all of the Debentures (whether upon a
Debenture Redemption Date or the maturity of the Debenture); or

                (d) an order for dissolution of the Trust shall have been
entered by a court of competent jurisdiction.

        Section 903. Termination.

        The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 904, or upon the
redemption of all of the Trust Securities pursuant to Section 402, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by the
Administrative Trustee under the Business Trust Act.

        Section 904. Liquidation.

                (a) If an Early Termination Event specified in clause (a), (b),
o (d) of Section 902 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the



                                      -45-
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Trust as provided by applicable law, to each Securityholder a Like Amount of
Debentures, subject to Section 904(d). Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid, mailed not later than
30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

                        (i) state the Liquidation Date;

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

                        (iii) provide such information with respect to the
mechanics by which Holders may exchange Trust Securities Certificates for
Debentures, or, if Section 904(d) applies, receive a Liquidation Distribution,
as the Administrative Trustees or the Property Trustee shall deem appropriate.

                (b) Except where Section 902(c) or 904(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

                (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) certificates representing a Like Amount of Debentures shall be
issued to holders of Trust Securities Certificates upon surrender of such
certificates to the Administrative Trustees or their agent for exchange; (iii)
the Depositor shall use its reasonable efforts to have the Debentures quoted on
the OTC Bulletin Board or on such other securities exchange or other
organization as the Trust Preferred Securities are then listed or traded; (iv)
any Trust Securities Certificates not so surrendered for exchange shall be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal shall be made to holders of Trust
Securities Certificates with respect to such Debentures); and (v) all rights of
Securityholders holding Trust Securities shall cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

                (d) In the event that, notwithstanding the other provisions of
this Section 904, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, Securityholders shall be entitled
to receive out of the assets of the Trust available for



                                      -46-
   52

distribution to Securityholders, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, an amount equal to the Liquidation
Amount per Trust Security plus accumulated and unpaid Distributions thereon to
the date of payment (such amount being the "Liquidation Distribution"). If, upon
any such dissolution, winding-up or termination, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The holder
of the Common Securities shall be entitled to receive Liquidation Distributions
upon any such dissolution, winding-up or termination pro rata (determined as
aforesaid) with Holders of Trust Preferred Securities, except that, if a
Debenture Event of Default has occurred and is continuing, the Trust Preferred
Securities shall have a priority over the Common Securities.

        Section 905. 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 any corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the holders of the Trust
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, consolidate, amalgamate, be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any state; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Preferred Securities; or (b) substitutes for the
Trust Preferred Securities other securities having substantially the same terms
as the Trust Preferred Securities (the "Successor Securities) so long as the
Successor Securities rank the same as the Trust Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise; (ii) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures; (iii) the Successor Securities are
listed or traded, or any Successor Securities shall be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are then listed, if any;
(iv) such 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; (v) such successor entity has a purpose substantially
identical to that of the Trust; (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor 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
Trust Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in Liquidation Amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or



                                      -47-
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convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

        Section 1001. Limitation of Rights of Securityholders.

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

        Section 1002. Amendment.

                (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; or (iii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust shall be classified for United States federal income tax
purposes as a grantor trust at all times that any Trust Securities are
outstanding or to ensure that the Trust shall not be required to register as an
"investment company" under the Investment Company Act; provided, however, that
in the case of clause (ii), such action shall not adversely affect in any
material respect the interests of any Securityholder, and any amendments of this
Trust Agreement shall become effective when notice thereof is given to the
Securityholders.

                (b) Except as provided in Section 601(c) or Section 1002(c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor (i) with the consent of Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon receipt by the Trustees of an Opinion of Counsel
to the effect that such amendment or the exercise of any power granted to the
Trustees in accordance with such amendment shall not affect the Trust's status
as a grantor trust for United States federal income tax purposes or the Trust's
exemption from status of 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 Securityholder (such
consent being obtained in accordance with Section 603 or 606 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



                                      -48-
   54

amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date; or (ii) restrict the right of a
Securityholder to institute suit for the enforcement of any such payment on or
after such date; notwithstanding any other provision herein, without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with Section 603 or 606 hereof), this paragraph (c) of this Section
1002 may not be amended.

                (d) Notwithstanding any other provisions of this Trust
Agreement, no Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an "investment company" under the Investment Company
Act or to fail or cease to be classified as 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 Depositor, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor.

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

                (g) Neither the Property Trustee nor the Delaware Trustee shall
be required to enter into any amendment to this Trust Agreement which affects
its own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

        Section 1003. 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 1004. Governing Law.

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

        Section 1005. Payments Due on Non-Business Day.

        If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same



                                      -49-
   55

force and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

        Section 1006. Successors.

        This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee(s),
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article XII of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

        Section 1007. Headings.

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

        Section 1008. Reports, Notices and Demands.

        Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Trust Preferred Securityholder, to such Trust Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Solectron
Corporation, 777 Gibraltar Dr., Milpitas, CA, 95035, Attn: Susan Wang, facsimile
no.: __________. Any notice to Trust Preferred Securityholders shall also be
given to such owners as have, within two years preceding the giving of such
notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

        Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to First Union Trust Company, National
Association, One Rodney Square, 920 King Street, 1st Floor, Wilmington, Delaware
19801, Attention: Corporate Trust Administration; (b) with respect to the
Delaware Trustee, to First Union Trust Company, National Association at the
above address; and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of Capital Trust." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

        Section 1009. Agreement not to Petition.

        Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they



                                      -50-
   56

shall not file, or join in the filing of, a petition against the Trust under any
bankruptcy, insolvency, reorganization or other similar law (including, without
limitation, the United States Bankruptcy Code of 1978, as amended)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section 1009,
the Property Trustee agrees, for the benefit of Securityholders, that at the
expense of the Depositor (which expense shall be paid prior to the filing), it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor or such Trustee against the Trust or
the commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

        Section 1010. 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 such provisions.

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

                (c) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Trust Agreement modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Trust Agreement
as so modified or to be excluded, as the case may be. The application of the
Trust Indenture Act to this Trust Agreement shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

        Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

                            [SIGNATURE PAGE FOLLOWS]



                                      -51-
   57

                                       SOLECTRON CORPORATION

                                       By:
                                          --------------------------------------
                                          Susan Wang
                                          Chief Financial Officer



                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Property Trustee

                                       By:
                                          --------------------------------------
                                          Sterling Correia
                                          Vice President



                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Delaware Trustee

                                       By:
                                          --------------------------------------
                                          Sterling Correia
                                          Vice President

                                       -----------------------------------------
                                          Susan Wang, As Administrative Trustee

                                       -----------------------------------------
                                          Robert Hirt, As Administrative Trustee



   58

                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                            SOLECTRON CAPITAL TRUST I


                            CERTIFICATE OF TRUST OF
                            SOLECTRON CAPITAL TRUST I

        THIS Certificate of Trust of Solectron Capital Trust I (the "Trust"),
dated December 21, 1998, is being duly executed and filed by First Union Trust
Company, National Association, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

        1. Name. The name of the business trust formed hereby is Solectron
Capital Trust I.

        2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is First Union Trust Company, National
Association located at 920 King Street, Wilmington, Delaware 19801 (Attention:
Corporate Trust Group).

        3. Effective Date. This Certificate of Trust shall be effective as of
the date filed.

        IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust as of the date first-above written in accordance with Section 3811(a)(i)
of the Delaware Business Trust Act.

                                       FIRST UNION TRUST COMPANY,
                                       NATIONAL ASSOCIATION,
                                       as trustee


                                       By:  /s/ Sterling C. Correia
                                          --------------------------------------
                                            Name:  Sterling C. Correia
                                            Title: Vice President

                                           /s/ Susan S. Wang
                                          --------------------------------------
                                            as Regular Trustee
                                            Name: Susan S. Wang

                                           /s/ Robert W. Hirt
                                          --------------------------------------
                                            as Regular Trustee
                                            Name: Robert W. Hirt



                                      A-1
   59

                                    EXHIBIT B


                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number 1                     Number of Common Securities ___________

                    Certificate Evidencing Common Securities

                                       of

                            Solectron Capital Trust I

                                Common Securities

                  (liquidation amount ____ per Common Security)

        SOLECTRON CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that SOLECTRON
CORPORATION (the "Holder") is the registered owner of ______________________
(___________) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the Common Securities
(liquidation amount ____ per Common Security) (the "Common Securities"). In
accordance with Section 510 of the Trust Agreement (as defined below), the
Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of, ______________, 2001, as the same may
be amended from time to time (the "Trust Agreement"), including the designation
of the terms of the Common Securities as set forth therein. The Trust shall
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

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

                                       Solectron Capital Trust I

                                       By:
                                           -------------------------------------
                                           Name: Susan Wang
                                           Title: Administrative Trustee



                                      B-1
   60

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

        AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
____________, 2001, between SOLECTRON CORPORATION, a Delaware corporation (the
"Company"), and SOLECTRON CAPITAL TRUST I, a Delaware business trust (the
"Trust").

                                    RECITALS

        WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive Subordinated Debentures (the "Debentures") from,
the Company and to issue and sell Solectron Capital Trust I Trust Preferred
Securities (the "Trust Preferred Securities") with such powers, preferences and
special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of __________, 2001, as the same may be
amended from time to time (the "Trust Agreement");

        WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

        NOW, THEREFORE, in consideration of the purchase by each holder of the
Trust Preferred Securities, which purchase the Company hereby agrees shall
benefit the Company and which purchase the Company acknowledges shall be made in
reliance upon the execution and delivery of this Agreement, the Company,
including in its capacity as holder of the Common Securities, and the Trust
hereby agree as follows:

                                    ARTICLE I

        Section 1.1 Guarantee by the Company.

        Subject to the terms and conditions hereof, the Company, including in
its capacity as holder of the Common Securities, hereby irrevocably and
unconditionally guarantees to each person or entity to whom the Trust is now or
hereafter becomes indebted or liable (the "Beneficiaries") the full payment when
and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust other than obligations of the Trust to pay to holders
of any Trust Preferred Securities or other similar interests in the Trust the
amounts due such holders pursuant to the terms of the Trust Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.

        Section 1.2 Term of Agreement.

        This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Trust Preferred Securities (whether
upon redemption, liquidation, exchange or otherwise); and (b) the date



                                      C-1
   61

on which there are no Beneficiaries remaining; provided, however, that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time any holder of Trust Preferred Securities or any Beneficiary
must restore payment of any sums paid under the Trust Preferred Securities,
under any obligation, under the Trust Preferred Securities Guarantee Agreement
dated the date hereof by the Company and First Union Trust Company, National
Association, as guarantee trustee or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

        Section 1.3 Waiver of Notice.

        The Company hereby waives notice of acceptance of this Agreement and of
any obligation to which it applies or may apply, and the Company hereby waives
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

        Section 1.4 No Impairment.

        The obligations, covenants, agreements and duties of the Company under
this 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 extension of time for the payment by the Trust of all or
any portion of the obligations or for the performance of any other obligation
under, arising out of, or in connection with, the obligations;

                (b) any failure, omission, delay or lack of diligence on the
part of the Beneficiaries to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Beneficiaries with respect to the obligations
or any action on the part of the Trust granting indulgence or extension of any
kind; or

                (c) the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement composition or readjustment of
debt of, or other similar proceedings affecting, the Trust or any of the assets
of the Trust. There shall be no obligation of the Beneficiaries to give notice
to, or obtain the consent of, the Company with respect to the happening of any
of the foregoing.

        Section 1.5 Enforcement.

        A Beneficiary may enforce this Agreement directly against the Company,
and the Company waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding against the
Company.



                                      C-2
   62

                                   ARTICLE II

        Section 2.1 Binding Effect.

        All guarantees and agreements contained in this Agreement shall bind the
successors, assigns, receivers, trustees and representatives of the Company and
shall inure to the benefit of the Beneficiaries.

        Section 2.2 Amendment.

        So long as there remains any Beneficiary or any Trust Preferred
Securities of any series are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to any of the holders of
the Trust Preferred Securities.

        Section 2.3 Notices.

        Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same by facsimile
transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

        ---------------------
        ---------------------
        ---------------------
        ---------------------

        Section 2.4 This agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware (without regard
to conflict of laws principles).

        THIS AGREEMENT is executed as of the day and year first above written.


                                       SOLECTRON CORPORATION

                                       By:
                                          --------------------------------------
                                          Susan Wang
                                          President


                                       SOLECTRON CAPITAL TRUST I

                                       By:
                                          --------------------------------------
                                          Robert Hirt
                                          Administrative Trustee



                                      C-3
   63

                                    EXHIBIT D


Certificate Number __________   Number of Trust Preferred Securities ___________

                Certificate Evidencing Trust Preferred Securities

                                       of

                            Solectron Capital Trust I

                           Trust Preferred Securities

             (liquidation amount ____ per Trust Preferred Security)

                               CUSIP _____________

        Solectron Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of _________ preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the Trust Preferred Securities (liquidation
amount ____ per Trust Preferred Security) (the "Trust Preferred Securities").
The Trust Preferred Securities are transferable on the books and records of the
Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
504 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Trust Preferred Securities are set forth in, and this certificate and the Trust
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of ____________, 2001, as the same may be amended from
time to time (the "Trust Agreement"), including the designation of the terms of
Trust Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Trust Preferred Securities Guarantee Agreement entered into by
Solectron Corporation, a Delaware corporation, and First Union Trust Company,
National Association, as guarantee trustee, dated as of ____________, 2001, as
the same may be amended from time to time (the "Guarantee"), to the extent
provided therein. The Trust shall furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

        Unless the Certificate of Authentication has been manually executed by
the Authentication Agent, this certificate is not valid or effective.

        IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate this ______ day of _____________, 2001.



                                       D-1
   64

CERTIFICATE OF AUTHENTICATION:              SOLECTRON CAPITAL TRUST I

This is one of the Trust Preferred
Securities Referred to in the within        By:
mentioned Amended and Restated Trust            --------------------------------
Agreement.                                      Susan Wang, as Administrative
                                                Trustee

                                            By:
                                                --------------------------------
                                                Robert Hirt, as Administrative
                                                Trustee


                                            FIRST UNION TRUST COMPANY, NATIONAL
                                            ASSOCIATION, as Authentication Agent
                                            and Registrar

                                            By:
                                                --------------------------------
                                                AUTHORIZED SIGNATURE



   65

                         FORM OF REVERSE OF CERTIFICATE

        The Trust will furnish without charge to any registered owner of Trust
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Solectron
Capital Trust I, c/o Solectron Corporation, 777 Gibraltar Dr., Milpitas, CA
95035, or to the Registrar named on the face of this Certificate.

        The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

        TEN CON           - as tenants in common
        TEN ENT           - as tenants in the entireties
        JT TEN            - as joint tenants with right of survival
        UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

        Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
     (Please insert social security or other identifying number of assignee)


- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                    (insert address and zip code of assignee)

the within Certificate and all rights and interests represented by the Trust
Preferred Securities evidenced thereby, and hereby irrevocably constitutes and
appoints attorney to transfer the said Trust Preferred Securities on the books
of the within-named Trust with full power of substitution in the premises.

Dated:                          Signature:
      -------------------                 --------------------------------------

                                Note: The signature(s) to this assignment must
                                correspond with the name(s) as written upon the
                                face of this Certificate in every particular,
                                without alteration or enlargement, or any change
                                whatever.

Signature(s) Guaranteed:

NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (i.e., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).



   66

                                    EXHIBIT E


                      FORM OF CERTIFICATE OF AUTHENTICATION

        This is one of the Floating Rate Cumulative Trust Preferred Securities
referred to in the within-mentioned Amended and Restated Trust Agreement.


                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Authentication Agent and
                                       Registrar

                                       By:
                                          --------------------------------------
                                          AUTHORIZED SIGNATURE



                                      E-1

EX-23.1

   1
                                                                    EXHIBIT 23.1







               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Solectron Corporation:

        We consent to incorporation herein by reference of our report dated
September 15, 2000, relating to the consolidated balance sheets of Solectron
Corporation and subsidiaries as of August 31, 2000 and 1999, and the related
consolidated statements of income, stockholders' equity, comprehensive income,
and cash flows for each of the years in the three-year period ended August 31,
2000, and the related schedule, which report appears in the August 31, 2000,
annual report on Form 10-K of Solectron Corporation, and to the reference to our
firm under the heading "Experts" in the prospectus.


Mountain View, California

August 28, 2001



/s/ KPMG

EX-25.4

   1


                                                                    EXHIBIT 25.4


                                REGISTRATION NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

      STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE
     ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                        PURSUANT TO SECTION 305(b)(2) [X]

                                ----------------

                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

United States National Banking Association         56-1989961
(State of incorporation if                         (I.R.S. employer
not a national bank)                               identification no.)

First Union Trust Company, National Association
One Rodney Square, Suite 102
920 King St.
Wilmington, DE                                     19801
(Address of principal                              (Zip Code)
executive offices)

                                  Same as above

                 (Name, address and telephone number, including
                   area code, of trustee's agent for service)

                            SOLECTRON CAPITAL TRUST I
               (Exact name of obligor as specified in its charter)

           The State of Delaware                    77-0578652
     (State or other jurisdiction of             (I.R.S. employer
      incorporation or organization)            identification no.)

                                       c/o
                       Sterling C. Correia, Vice President
                 First Union Trust Company, National Association
                                One Rodney Square
                           920 King Street, Suite 102
                              Wilmington, DE 19801

          (Address, including zip code, of principal executive offices)
                              --------------------

                           Preferred Trust Securities

                              (Type of securities)

   2

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



- -------------------------------------------------------------------
      Name                                           Address
- -------------------------------------------------------------------
                                                
Federal Reserve Bank of Richmond, VA               Richmond, VA

Comptroller of the Currency                        Washington, D.C.

Securities and Exchange Commission
Division of Market Regulation                      Washington, D.C.

Federal Deposit Insurance Corporation              Washington, D.C.


        (b) Whether it is authorized to exercise corporate trust powers.

            The trustee is authorized to exercise corporate trust powers.

2. Affiliations with obligor and underwriters. If the obligor or any underwriter
for the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

        (See Note 1 on Page 4.)


Because the obligor is not in default on any securities issued under indentures
under which the applicant is trustee, Items 3 through 15 are not required
herein.


                                       2
   3

16. List of Exhibits.

        All exhibits identified below are filed as a part of this statement of
eligibility.

        1.     A copy of the Articles of Association of First Union Trust
               Company, National Association, as now in effect, which contain
               the authority to commence business and a grant of powers to
               exercise corporate trust powers, attached as Exhibit A.

        2.     A copy of the certificate of authority of the trustee to commence
               business, if not contained in the Articles of Association,
               attached as Exhibit B.

        3.     A copy of the authorization of the trustee to exercise corporate
               trust powers, if such authorization is not contained in the
               documents specified in exhibits (1) or (2) above, attached as
               Exhibit C.

        4.     A copy of the existing By-laws of First Union Trust Company,
               National Association, or instruments corresponding thereto,
               attached as Exhibit D.

        5.     Inapplicable.

        6.     The consent of the trustee required by Section 321(b) of the
               Trust Indenture Act of 1939 is included at Page 4 of this Form
               T-1 Statement, attached as Exhibit E.

        7.     A copy of the latest report of condition of the trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority is attached hereto, attached as Exhibit F.

        8.     Inapplicable.

        9.     Inapplicable.


                                       3
   4

                                      NOTE

Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information. Item 2 may, however, be
considered correct unless amended by an amendment to this Form T-1.


                                    SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Union Trust Company, 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 and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington, and State of Delaware, on the 28th
day of August, 2001.

                              FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
                              (trustee)


                              By: \s\ Sterling C. Correia
                              Name:      Sterling Correia
                              Title:     Vice President





EXHIBIT A


                                       4
   5

                                                           Charter No. _________


                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

                             ARTICLES OF ASSOCIATION



        For the purpose of organizing an association to carry on the business of
banking under the laws of the United States, the undersigned do enter into the
following Articles of Association:

        FIRST. The title of this association shall be FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION

        SECOND. The main office of this association shall be in Wilmington,
Delaware. The business of this association will be limited to that of a national
trust bank. This association must obtain the prior written approval of the
Office of the Comptroller of the Currency ("OCC") before amending its Articles
of Association to expand the scope of its activities and services. Transfers of
this association's stock are subject to prior approval of a federal depository
institution regulatory agency. If no other agency approval is required, the
OCC's approval must be obtained before the transfers. In such cases where OCC
approval is required, the OCC will apply the definitions and standards of the
Change in Bank Control Act and the OCC's implementing regulation to ownership
changes in this association.

        THIRD. The Board of Directors of this association shall consist of not
less than five nor more than twenty-five shareholders, 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. Each director, during the full term of his directorship, shall
own a minimum of $1,000 aggregate par value of stock of this association or a
minimum par market value or equity interest of $1,000 of stock in the bank
holding company controlling this association. Any vacancy in the Board of
Directors may be filled by action of the Board of Directors.

        FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
Board of Directors may designate, on the day of each year specified thereby in
the bylaws, but if no election is held on that day, it may be held on any
subsequent day according to such lawful rules as may be prescribed by the Board
of Directors.

                Nominations for election to the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of
capital stock of this association entitled to vote for election of directors.
Nominations other than those made by or on behalf of


                                       5
   6

the existing bank management shall be made in writing and be delivered or mailed
to the president of this association and to the OCC, Washington, D.C., not less
than 14 days nor more than 50 days prior to any meeting of shareholders called
for the election of directors, provided, however, that if less than 21 days
notice of the meeting is given to shareholders, such nomination shall be mailed
or delivered to the president of this association and to the Comptroller of the
Currency not later than the close of business on the seventh day following the
day on which the notice of meeting was mailed.

                Such notification shall contain the following information to the
extent known to the notifying shareholder:

                o The name and address of each proposed nominee.

                o The principal occupation of each proposed nominee.

                o The total number of shares of capital stock of this
                  association that will be voted for each proposed nominee.

                o The name and residence address of the notifying shareholder.

                o The number of shares of capital stock of this association
                  owned by the notifying shareholder. Nominations not made in
                  accordance herewith may, in his discretion, be disregarded by
                  the chairperson of the meeting, and upon his instructions, the
                  vote tellers may disregard all votes cast for each such
                  nominee.

        FIFTH. The authorized amount of capital stock of this association shall
be 2,000 shares of common stock of the par value of one hundred dollars
($100.00) each; but said capital stock may be increased or decreased from time
to time, according to the provisions of the laws of the United States.

                If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe for such
additional shares in proportion to the number of shares of said capital stock
owned by him at the time the increase is authorized by the shareholders, unless
another time subsequent to the date of the shareholders' meeting is specified in
a resolution by the shareholders at the time the increase is authorized. The
Board of Directors will have the power to prescribe a reasonable period of time
within which the preemptive rights to subscribe to the new shares of capital
stock must be exercised.

                This association, at any time and from time to time, may
authorize and issue debt obligations, whether or not subordinated, without the
approval of the shareholders.

        SIXTH. The Board of Directors shall appoint one of its members president
of this association, who shall be chairperson of the Board of Directors, unless
the Board of Directors


                                       6
   7

appoints another director to be the chairperson. 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.

                The Board of Directors shall have the power to:

                o Define the duties of the officers and employees of this
                  association.

                o Fix the salaries to be paid to the officers and employees.

                o Dismiss officers and employees.

                o Require bonds from officers and employees and to fix the
                  penalty thereof.

                o Regulate the manner in which any increase of the capital of
                  this association shall be made.

                o Manage and administer the business and affairs of this
                  association.

                o Make all bylaws that it may be lawful for the Board of
                  Directors to make.

                o Generally to perform all acts that are legal for a Board of
                  Directors to perform.

        SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Wilmington,
Delaware, without the approval of the shareholders, and shall have the power to
establish or change the location of any branch or branches of the association to
any other location, without the approval of the shareholders.

        EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.

        NINTH. The Board of Directors of this association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this association, may call a special meeting of shareholders at any time. 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 10 days prior to the
date of the meeting to each shareholder of record at his address as shown upon
the books of this association.

        TENTH. Each director and executive officer of this association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding


                                       7
   8

brought by or on behalf of this association itself) arising out of his status as
such or his activities in either of the foregoing capacities, except for any
liability incurred on account of activities which were at the time taken known
or believed by such person to be clearly in conflict with the best interests of
this association. Liabilities incurred by a director or executive officer of
this association in defending a proceeding shall be paid by this association in
advance of the final disposition of such proceeding upon receipt of an
undertaking by the director or executive officer to repay such amount if it
shall be determined, as provided in the last paragraph of this Article Tenth,
that he is not entitled to be indemnified by this association against such
liabilities.

        The indemnity against liability in the preceding paragraph of this
Article Tenth, including liabilities incurred in defending a proceeding, shall
be automatic and self-operative.

        Any director, officer or employee of this association who serves at the
request of this association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of this association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by this association, shall have the right to be indemnified by this association,
subject to the provisions set forth in the following paragraph of this Article
Tenth, against liabilities in any manner arising out of or attributable to such
status or activities in any such capacity, except for any liability incurred on
account of activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of this association, or
of the corporation, partnership, joint venture, trust, enterprise, association
or plan being served by such person.

        In the case of all persons except the directors and executive officers
of this association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of this
association. In the case of the directors and executive officers of this
association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.

        For purposes of this Article Tenth of these Articles of Association
only, the following terms shall have the meanings indicated:

    (a)   "association" means First Union Trust Company, National Association
          and its direct and indirect wholly-owned subsidiaries.

    (b)   "director" means an individual who is or was a director of this
          association.

    (c)   "executive officer" means an officer of this association who by
          resolution of the Board of Directors of this association has been
          determined to be an executive officer of this association for purposes
          of Regulation O of the Federal Reserve Board.


                                       8
   9

    (d)   "liability" means the obligation to pay a judgment, settlement,
          penalty, fine (including an excise tax assessed with respect to an
          employee benefit plan), or reasonable expenses, including counsel fees
          and expenses, incurred with respect to a proceeding.

    (e)   "party" includes an individual who was, is, or is threatened to be
          made a named defendant or respondent in a proceeding.

    (f)   "proceeding" means any threatened, pending, or completed claim,
          action, suit, or proceeding, whether civil, criminal, administrative,
          or investigative and whether formal or informal.

        This association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless this association consents in
writing to such settlement.

        The right to indemnification herein provided for shall apply to persons
who are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with this association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.

        The right to indemnification herein provided for shall inure to the
benefit of the heirs and legal representatives of any person entitled to such
right.

        No revocation of, change in, or adoption of any resolution or provision
in the Articles of Association or By-laws of this association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of this association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.


                                       9
   10

                The rights hereunder shall be in addition to and not exclusive
        of any other rights to which a director, officer, or employee of this
        association may be entitled under any statute, agreement, insurance
        policy, or otherwise.

  This association shall have the power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, or employee of this
   association, or is or was serving at the request of this association as a
director, officer, employee, or agent of another corporation, partnership, joint
 venture, trust, trade association, employee benefit plan, or other enterprise,
 against any liability asserted against such director, officer, or employee in
 any such capacity, or arising out of their status as such, whether or not this
    association would have the power to indemnify such director, officer, or
employee against such liability, excluding insurance coverage for a formal order
assessing civil money penalties against a director, officer or employee of this
                                  association.

Notwithstanding anything to the contrary provided herein, no person shall have a
   right to indemnification with respect to any liability (i) incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in the
form of payments to this association, (ii) to the extent such person is entitled
to receive payment therefor under any insurance policy or from any corporation,
partnership, joint venture, trust, trade association, employee benefit plan, or
  other enterprise other than this association, or (iii) to the extent that a
court of competent jurisdiction determines that such indemnification is void or
                     prohibited under state or federal law.

        ELEVENTH. 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 the
holders of such greater amount.

        IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of
November, 1996.

          ORGANIZERS:



- -----------------------------------         ------------------------------------
Kent S. Hathaway                            Keith D. Lembo



- -----------------------------------         ------------------------------------
Robert L. Andersen                          Stephen J. Antal



                                            ------------------------------------
                                            Daniel Glassberg


                                       10
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EXHIBIT B


                           COMPTROLLER OF THE CURRENCY

Administrator of National Banks

Multinational Banking Division
250 E Street, SW
Washington, D.C. 20219-0001



                               CHARTER CERTIFICATE


     Whereas, satisfactory evidence has been presented to the Office of the
      Comptroller of the Currency that FIRST UNION TRUST COMPANY, NATIONAL
  ASSOCIATION, located in WILMINGTON, State of DELAWARE, has complied with all
  provisions of the statutes of the United States required to be complied with
   before being authorized to commence the business of banking as a National
                              Banking Association;

        Now, therefore, I hereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.



In testimony whereof, witness my signature and Seal of office this fifteenth day
of January 1997.




- --------------------------------------------
Deputy Comptroller for Multinational Banking


Charter Number 23201


                                       11
   12

EXHIBIT C


                           COMPTROLLER OF THE CURRENCY

Administrator of National Banks

Multinational Banking Division
250 E Street, SW
Washington, D.C. 20219-0001



                                TRUST CERTIFICATE


                                WHEREAS, First Union Trust Company, National
Association, CHARTER NUMBER 23201, LOCATED IN Wilmington, STATE OF Delaware,
BEING A NATIONAL BANKING ASSOCIATION, ORGANIZED UNDER THE STATUTES OF THE UNITED
STATES, HAS MADE APPLICATION FOR AUTHORITY TO ACT AS FIDUCIARY;

        And whereas, applicable provisions of the statutes of the United States
authorize the granting of such authority;

        Now, therefore, I hereby certify that the said association is authorized
to act in all fiduciary capacities by such statutes.



In testimony whereof, witness my signature and Seal of office this fifteenth day
of January 1997.


- --------------------------------------------
Deputy Comptroller for Multinational Banking


                                       12
   13

EXHIBIT D

                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

                                     BYLAWS

                      AS AMENDED AND RESTATED MAY 27, 1997

                                    ARTICLE I

                            Meetings of Shareholders

        Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, or such other place as the Board of Directors may designate,
at 10:00 A.M., on the third Tuesday of February in each year, commencing with
the year 1997 or such other time within 90 days as may be set by the Board of
Directors. If, from any cause, an election of directors is not made on the said
day, the Board of Directors shall order the election to be held on some
subsequent day, as soon thereafter as practicable, according to the provisions
of the law; and notice thereof shall be given in the manner herein.

        Section 1.2. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at any time by the Board of Directors or by any one or more shareholders owning,
in the aggregate, not less than twenty-five percent of the stock of the
Association.

        Section 1.3. Notice of Meetings. Notice of Annual and Special


                                       13
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meetings shall mailed, postage prepaid, at least ten days prior to the date
thereof provided for the annual meeting, addressed to each shareholder at his
address appearing on the books of the Association; but any failure to mail such
notice, or any irregularity therein, shall not affect the validity of such
meeting, or of any of the proceedings thereat. A shareholder may waive any such
notice.

        Section 1.4. Organization of Meetings. The Chairman shall preside at all
meetings of shareholders. In his absence, the President, or a director
designated by the Chairman shall preside at such meeting.

        Section 1.5. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be valid only
for one meeting to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.

        Section 1.6. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting, unless otherwise provided by law or by the Articles of Association.

                                   ARTICLE II


                                       14
   15

                                    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
said Board.

        Section 2.2. Number. 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: (a) exceeds by more than two the number of
directors last elected by shareholders where such number was fifteen or less;
and (b) to a number which 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.

        Section 2.3. Organization Meeting. A meeting shall be held for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year on the day of the Annual Meeting of
Shareholders or as soon thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such meeting, there shall not be
a quorum present, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained. Section 2.4. Regular Meetings. The regular
meetings of the Board shall be held on such days and time as the directors may,
by resolution, designate; and written notice of any change thereof


                                       15
   16

shall be sent to each member. When any regular meeting of the Board falls upon a
legal holiday, the meeting shall be held on such other day as the Board may
designate.

        Section 2.5. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, or President, or at the request of three or
more directors. Each director shall be given notice of each special meeting,
except the organization meeting, at least one day before it is to be held by
facsimile, telephone, telegram, letter or in person. Any director may waive any
such notice.

        Section 2.6. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned without further notice.

        Section 2.7. Term of Office and Vacancy. Directors shall hold office for
one year and until their successors are elected and have qualified. No person
shall stand for election as a director of this Association if at the date of his
election he


                                       16
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will have passed his seventieth birthday; provided, however, this prohibition
shall not apply to persons who are active officers of this Association, an
affiliate bank, or its parent corporation, or a former chief executive officer
of the Association. No person, who is not an officer or former officer of this
Association, an affiliate bank, or its parent corporation and who has
discontinued the principal position or activity the person held when initially
elected, shall be recommended to the shareholders for reelection; provided,
however, that exceptions may be made because of a change in principal position
or activity which would be compatible with continued service to this
Association. No person elected as a director may exercise any of the powers of
his office until he has taken the oath of office as prescribed by law. When any
vacancy occurs among the directors, the remaining members of the Board, in
accordance with the laws of the United States, may appoint a director to fill
such vacancy at any regular meeting of the Board, or at a special meeting called
for that purpose.

        Section 2.8. Nominations. Nominations for election to the Board may be
made by the Executive Committee or by any stockholder of any outstanding class
of capital stock of the Association entitled to vote for the election of
directors.

        Section 2.9. Communications Equipment. Any or all directors may
participate in a meeting of the Board by means of conference telephone or any
means of communication by which all


                                       17
   18

persons participating in the meeting are able to hear each other.

        Section 2.10. Action Without Meeting. Any action required or permitted
to be taken by the Board or committee thereof by law, the Association's Articles
of Association, or these Bylaws may be taken without a meeting, if, prior or
subsequent to the action, all members of the Board or committee shall
individually or collectively consent in writing to the action. Each written
consent or consents shall be filed with the minutes of the proceedings of the
Board or committee. Action by written consent shall have the same force and
effect as a unanimous vote of the directors, for all purposes. Any certificate
or other documents which relates to action so taken shall state that the action
was taken by unanimous written consent of the Board or committee without a
meeting.

                                   ARTICLE III
                             Committees of the Board

        Section 3.1. Executive Committee. The Board may by resolution adopted by
a majority of the entire Board designate an Executive Committee consisting of
the Chairman of the Board, the President, and not less than two other directors.
Subject to the national banking laws and the Association's Articles of
Association, the Executive Committee may exercise all the powers of the Board of
Directors with respect to the affairs of the Association, except that the
Executive Committee may not:


                                       18
   19

        1.     (a)    exercise such powers while a quorum of the Board of
                      Directors is actually convened for the conduct of
                      business,

               (b)    exercise any power specifically required to be exercised
                      by at least a majority of all the directors,

               (c)    act on matters committed by the Bylaws or resolution of
                      the Board of Directors to another committee of the board,
                      or

               (d)    amend or repeal any resolution theretofore adopted by the
                      Board of Directors which by its terms is amendable or
                      repealable only by the Board;

               2.     amend the Articles of Association or make, alter or repeal
                      any Bylaw of the Association;

        3.     elect or appoint any director, create or fill any vacancies in
               the Board of Directors or remove any director, or authorize or
               approve any change in the compensation of any officer of the
               Association who is also a director of the Association;

        4.     authorize or approve issuance or sale or contract for sale of
               shares of stock of the Association, or determine the designation
               and relative rights, preferences and limitations of a class or
               series of shares;

        5.     adopt an agreement of merger or consolidation, or submit to
               shareholders any action that requires shareholder approval,
               including any recommendation to the shareholders concerning the
               sale, lease or exchange of all or


                                       19
   20

               substantially all the Association's property and assets, a
               dissolution of the Association or a revocation of a previously
               approved dissolution; or

        6.     authorize an expenditure by the Association in excess of $10
               million for any one item or group of related items.

The committee shall hold regular meetings at such times as the members shall
agree and whenever called by the chairman of the committee. A majority of the
committee shall constitute a quorum for the transaction of business. The
committee shall keep a record of its proceedings and shall report these
proceedings to the Board at the regular meetings thereof. The committee shall
serve as the nominating committee for nominations to the Board.

        Section 3.2. Chairman of the Executive Committee. The Board may
designate one of its members to be Chairman of the Executive Committee who shall
preside at the meetings thereof and shall perform such duties as the Board shall
assign to him from time to time.

        Section 3.3. Audit Committee. The Board shall appoint a committee of
three or more persons exclusive of the officers of this Association which
committee shall be known as the Audit Committee. It shall be the duty of this
committee at least once in every twelve months to examine the affairs of the
Association, and determine whether it is in a sound and solvent condition and to
recommend to the Board such changes in the manner of doing business,


                                       20
   21

etc., as may seem to be desirable. The committee may cause such examination to
be made in its behalf and under its supervision by outside accountants and may
also use the services of any other persons either inside or outside the
Association to assist in its work. The results of each examination shall be
reported in writing to the Board.

        Section 3.4. Audit of Trust Department. The Audit Committee shall, at
least once during each calendar year and within fifteen months of the last such
audit 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 whether the department has been administered in accordance with law,
Part 9 of the Regulations of the Comptroller of the Currency, and sound
fiduciary principles. In lieu of such periodic audit the Audit Committee, at the
election of the Board, may conduct or cause to be conducted by auditors
responsible only to the Board an adequate continuous audit system adopted by the
Board. A written report of such periodic or continuous audit shall be made to
the Board.

        Section 3.5. Other Committees. The Board may appoint from time to time
other committees composed of one or more persons each, for such purposes and
with such powers as the Board may determine. The Chairman of the Board shall
have the power to designate another person to serve on any committee during the
absence or inability of


                                       21
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any member thereof so to serve.

        Section 3.6. Directors' Emeritus. The Board may designate one or more
persons to serve as Director Emeritus. Such Director Emeritus shall have the
right to attend any and all meetings of the Board, but shall have no vote at
such meetings. A person designated as Director Emeritus may serve in that
capacity for a period of three years.

        Section 3.7. Alternate Committee Members. The Board may, from time to
time, appoint one or more, but no more than three persons to serve as alternate
members of a committee, each of whom shall be empowered to serve on that
committee in place of a regular committee member in the event of the absence or
disability of that committee member. An alternate committee member shall, when
serving on a committee, have all of the powers of a regular committee member.
Alternate committee members shall be notified of, and requested to serve at, a
particular meeting or meetings, or for particular periods of time, by or at the
direction of the chairman of the committee or the Chairman of the Board.

                                   ARTICLE IV
                                    Officers

        Section 4.1. Officers. The officers of the Association may be a Chairman
of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice
Chairmen (who shall not be required to be directors


                                       22
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of the Association), a President, one or more Vice Presidents, a Secretary, a
Cashier or Treasurer, and such other officers, including officers holding
similar or equivalent titles to the above in regions, divisions or functional
units of the Association, as may be appointed by the Board of Directors. The
Chairman of the Board and the President shall be members of the Board of
Directors. Any two or more offices may be held by one person, but no officer
shall sign or execute any document in more than one capacity.

        4.2. Term of Office. The officers who are required by the articles of
association or the bylaws to be members of the Board shall hold their respective
offices until the Organization meeting of the Board following the annual meeting
of shareholders or until their respective successors shall have been elected,
unless they shall resign, become disqualified or be removed from office. Each
other officer shall hold office at the pleasure of the Board. Any officer may be
removed at any time by the Board.

        Section 4.3. Chairman of the Board. The chairman of the board shall be
designated as Chairman of the Board. He shall preside at all meetings of the
stockholders and directors and he shall be a member of all committees of the
Board except the Audit Committee. He shall have such other powers and perform
such other duties as may be prescribed from time to time by the Board. He shall
be subject only to the direction and control of the Board.

        Section 4.4. President. The president shall be the


                                       23
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chief executive officer of the Association and he shall be designated as
President and Chief Executive Officer. In the absence of the Chairman the
President shall preside at all meetings of the Board. The President shall be a
member of each committee of the Board except the Audit Committee. He shall have
the powers and perform the duties conferred or imposed upon the President by the
national banking laws, and he shall have such other powers and perform such
other duties as nay from time to time be imposed upon or assigned to him by the
Board.

        Section 4.5. Chief Financial Officer. The Chief Financial officer shall
have such title as may be designated by the Board and he shall be responsible
for all monies, funds and valuables of this Association, provide for the keeping
of proper records of all transactions of the Association, report to the Board at
each regular meeting the condition of the Association, submit to the Board, when
requested, a detailed statement of the income and expenses, be responsible for
the conduct and efficiency of all persons employed under him, and perform such
other duties as may be from time to time assigned to him by the Board.

        Section 4.6. Other Officers. All other officers shall respectively
exercise such powers and perform such duties as generally pertain to their
several offices, or as may be conferred upon or assigned to them by the Board,
the Chairman of the Board or


                                       24
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the President.

        Section 4.7. Bond. Each officer and employee, if so required by the
Board, shall give bond with surety to be approved by the Board, conditioning for
the honest discharge of his duties as such officer or employee. In the
discretion of the Board, such bonds may be individual, schedule or blanket form,
and the premiums may be paid by the Association.

        Section 4.8. Officers Acting as Assistant Secretary. Notwithstanding
Section 4.la of this Article IV, any Senior Vice President, Vice President or
Assistant Vice President shall have, by virtue of his office, and by authority
of the Bylaws, the authority from time to time to act as an Assistant Secretary
of the Association, and to such extent, said officers are appointed to the
office of Assistant Secretary.

                                    ARTICLE V
                                Trust Department

        Section 5.1. Trust Department. There shall be a department of the
Association known as the Trust Department which shall perform the fiduciary
responsibilities of the Association. Opinions of counsel shall be retained on
file in the Trust Department in connection with all important matters pertaining
to fiduciary activities.

        Section 5.2. Trust Investment. Funds held in a


                                       25
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fiduciary capacity shall be invested in accordance with the instrument
establishing the fiduciary relationship and local law. Where such instrument
does not specify the character and class of the investments to be made and does
not vest in the Association a discretion in the matter, funds held pursuant to
such instrument shall be invested in investments in which corporate fiduciaries
may invest under local law.

                                   ARTICLE VI

                        Stock Certificates and Transfers

        Section 6.1. Stock Certificates. Ownership of capital stock of the
Association shall be evidenced by certificates of stock signed by the Chairman
or President, and the Secretary, or an Assistant Secretary. Each certificate
shall state upon its face that the stock is transferable only upon the books of
the Association by the holder thereof, or by duly authorized attorney, upon the
surrender of such certificate, and shall meet the requirements of Section 5139,
United States Revised Statutes, as amended.

        Section 6.2. Transfers. The stock of this Association shall be
assignable and transferable only on the books of this Association, subject to
the restrictions and provisions of the national banking laws; and a transfer
book shall be provided in which all assignments and transfers of stock shall be
made. When stock is transferred, the certificates thereof shall be returned to
the Association, canceled, preserved and new certificates issued.


                                       26
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        Section 6.3. Dividends. Dividends shall be paid to the shareholders in
whose names the stock shall stand at the close of business on the day next
preceding the date when the dividends are payable, provided, however, that the
directors may fix another date as a record date for the determination of the
shareholders entitled to receive payment thereof.

                                   ARTICLE VII

                                Increase of Stock

        7.1. Capital Stock. Shares of the capital stock of the Association,
which have been authorized but not issued, may be issued from time to time for
such consideration, not less than the par value thereof, as may be determined by
the Board.

                                  ARTICLE VIII

                                 Corporate Seal

        Section 8.1. Seal. The seal, an impression of which appears below, is
the seal of the Association adopted by the Board of Directors:

                                     [Seal]

       The Chairman of the Board, the Vice Chairman, the President, Senior
Executive Vice President, Executive Vice President, Senior Vice President, Vice
   President, each Assistant Vice President, the Chief Financial Officer, the
 Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust
    Officer or each Assistant Cashier, shall have the authority to affix the
         corporate seal of this Association and to attest to the same.


                                       27
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                                   ARTICLE IX

                            Miscellaneous Provisions

        Section 9.l. Fiscal Year. The fiscal year of the Association shall be
the calendar year.

        Section 9. 2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies, and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairman of the Board, the Vice Chairman of
the Board, any Chairman or Vice Chairman, the President, any Vice President or
Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier
or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer
holding similar or equivalent titles to the above in any regions, divisions or
functional units of the Association, or, if in connection with the exercise of
fiduciary powers of the Association, by any of said officers or by any Trust
Officer or Assistant Trust Officer (or equivalent titles); provided, however,
that where required, any such instrument shall be attested by one of said
officers other than the officer executing such instrument. Any such instruments
may also be executed, acknowledged, verified, delivered, or accepted in behalf
of the Association in such other manner and by such other officers


                                       28
   29

as the Board
of Directors may from time to time direct. The provisions of this Section 9.2
are supplementary to any other provision of these Bylaws.


                                       29
   30

        Section 9.3. Records. The organization papers of this Association, the
articles of association, the bylaws and any amendments thereto, the proceedings
of all regular and special meetings of the shareholders and of the directors,
the returns of the judges of elections, and the reports of the committees of
directors shall be recorded in an appropriate minute book, and the minutes of
each meeting shall be signed by the Secretary or any other officer appointed to
act as secretary of the meeting.

        Section 9.4. Banking Hours. This Association and its branch offices
shall be open on such days and during such hours as shall be fixed from time to
time by the Board.

        Section 9.5. Voting Shares of Other Corporations. The Chairman, any
Vice Chairman, the President, or any Vice President is authorized to vote,
represent and exercise on behalf of this Association all rights incident to any
and all shares of stock of any other corporation standing in the name of the
Association. The authority granted herein may be exercised by such officers in
person or by proxy or by power of attorney duly executed by said officer.

                                    ARTICLE X

                                     Bylaws

        Section 10.1. Inspection. A copy of the Bylaws,


                                       30
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with all amendments thereto, shall at all times be kept in a convenient place at
the Head Office of the Association, and shall be open for inspection to all
shareholders, during banking hours.

        Section 10-2. Amendments. These Bylaws may be changed or amended at any
regular or special meeting of the Board by the vote of a majority of the
Directors.


                                       31
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EXHIBIT E

CONSENT OF TRUSTEE

        Under section 321(b) of the Trust Indenture Act of 1939, as amended, and
in connection with the proposed issuance by SOLECTRON CAPITAL TRUST I, First
Union Trust Company, National Association, as the trustee herein named, hereby
consents that reports of examinations of said Trustee by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon requests therefor.

                                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION


                                By: \s\ Sterling C. Correia
                                Name:      Sterling C. Correia
                                Title:     Vice President

Dated: August 28, 2001


                                       32

   33


EXHIBIT F

CONSOLIDATED REPORT OF CONDITION FOR JUNE 30, 2001 FOR FIRST UNION TRUST
COMPANY, NATIONAL ASSOCIATION

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.




                                                                                                                  C400
                                                                        Dollar Amount in Thousands   RCFD Bil Mil Thou
                                                                        ----------------------------------------------
                                                                                                        
ASSETS
 1.  Cash and balances due from depository institutions (from Schedule RC-A):
     a.   Noninterest-bearing balances and currency and coin (1) ................................     0081        58    1.a.
     b.   Interest-bearing balances (2) .........................................................     0071         0    1.b.
 2.  Securities:
      a.  Held-to-maturity securities (from Schedule RC-B, column A) ............................     1754         0    2.a.
      b.  Available-for-sale securities (from Schedule RC-B, column D) ..........................     1773       206    2.b.
 3.  Federal funds sold and securities purchased under agreements to resell .....................     1350         0    3.
 4.  Loans and lease financing receivables
     a.   Loans and leases, net of unearned income (from Schedule RC-C) ....... RCFD 2122       0                       4.a.
     b.   LESS: Allowance for loan and lease losses ........................... RCFD 3123       0                       4.b.
     c.   LESS: Allocated transfer risk reserve ............................... RCFD 3128       0                       4.c.
     d.   Loans and leases, net of unearned income,
          allowance, and reserve (item 4.a minus 4.b and 4.c) ...................................     2125   282,758    4.d.
 5.  Trading assets (from Schedule RC-D) ........................................................     3545         0    5.
 6.  Premises and fixed assets (including capitalized leases) ...................................     2145         0    6.
 7.  Other real estate owned (from Schedule RC-M)................................................     2150         0    7.
 8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ...      213         0    8.
 9.  Customers' liability to this bank on acceptances outstanding ...............................     2155         0    9.
10.  Intangible assets (from Schedule RC-M) .....................................................     2143         0   10.
11.  Other assets (from Schedule RC-F) ..........................................................     2160       657   11.
12.  Total assets (sum of items 1 through 11) ...................................................     2170   283,679   12.


- ----------
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.


                                       33

   34



                                                                        Dollar Amount in Thousands          Bil Mil Thou
                                                                        --------------------------          ------------
                                                                                                           
LIABILITIES
13.  Deposits:

      a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)......   RCON 2200        0   13.a.
           (1)  Noninterest-bearing (1)................................RCON 6631                     0                    13.a.(1)
           (2)  Interest-bearing.......................................RCON 6636                     0                    13.a.(2)
      b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
           part II)................................................................................  RCFN 2200        0   13.b.
           (1)  Noninterest-bearing....................................RCFN 6631                     0                    13.b.(1)
           (2)  Interest-bearing.......................................RCFN 6636                     0                    13.b.(2)
14.   Federal funds purchased and securities sold under agreements to repurchase...................  RCFD 2800        0   14.
15.   a.   Demand notes issued to the U.S. Treasury................................................  RCON 2840        0   15.a.
      b.   Trading liabilities (from Schedule RC-D)................................................  RCFD 3548        0   15.b.
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized
      leases):.....................................................................................
      a.   With a remaining maturity of one year or less...........................................  RCFD 2332        0   16.a.
      b.   With a remaining maturity of more than one year through three years.....................  RCFD A547        0   16.b.
      c.   With a remaining maturity of more than three years......................................  RCFD A548        0   16.c.
17.   Not applicable...............................................................................
18.   Bank's liability on acceptances executed and outstanding.....................................  RCFD 2920        0   18.
19.   Subordinated notes and debentures (2)........................................................  RCFD 3200        0   19.
20.   Other liabilities (from Schedule RC-G).......................................................  RCFD 2930    9,293   20.
21.   Total liabilities (sum of items 13 through 20)...............................................  RCFD 2948    9,293   21.
22.   Not applicable...............................................................................

EQUITY CAPITAL

23.   Perpetual preferred stock and related surplus................................................  RCFD 3838        0   23.
24.   Common stock.................................................................................  RCFD 3230      200   24.
25.   Surplus (exclude all surplus related to preferred stock).....................................  RCFD 3839  416,119   25.
26.   a.   Undivided profits and capital reserves..................................................  RCFD 3632 (141,934)  26.a.
      b.   Net unrealized holding gains (losses) on available-for-sale securities..................  RCFD 8434        1   26.b.
27.   Cumulative foreign currency translation adjustments..........................................  RCFD 3284        0   27.
28.   Total equity capital (sum of items 23 through 27)............................................  RCFD 3210  274,386   28.
29.   Total liabilities and equity capital (sum of items 21 and 28)................................  RCFD 3300  283,679   29.


Memorandum

To be reported only with the March Report of Condition.

                                                                                                            
1.    Indicate in the box at the right the number of the statement below that best describes the
      most comprehensive level of auditing work performed for the bank by independent external                    Number
      auditors as of any date during 1996..........................................................  RCFD 6724       N/A  M.1.




1 =   Independent audit of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm which
      submits a report on the bank

2 =   Independent audit of the bank's parent holding company conducted in
      accordance with generally accepted auditing standards by a certified
      public accounting firm which submits a report on the consolidated holding
      company (but not on the bank separately)

3 =   Directors' examination of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm (may be
      required by state chartering authority)

4 =   Directors' examination of the bank performed by other external auditors
      (may be required by state chartering authority)

5 =   Review of the bank's financial statements by external auditors

6 =   Compilation of the bank's financial statements by external auditors

7 =   Other audit procedures (excluding tax preparation work)

8 =   No external audit work


- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposit.

(2) Includes limited-life preferred stock and related surplus.


                                       34

EX-25.5

   1


                                                                    EXHIBIT 25.5


                                REGISTRATION NO.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM T-1

      STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE
     ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                        PURSUANT TO SECTION 305(b)(2) [X]

                                ----------------

                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

United States National Banking Association         56-1989961
(State of incorporation if                         (I.R.S. employer
not a national bank)                               identification no.)

First Union Trust Company, National Association
One Rodney Square, Suite 102
920 King St.
Wilmington, DE                                     19801
(Address of principal                              (Zip Code)
executive offices)

                                  Same as above

                 (Name, address and telephone number, including
                   area code, of trustee's agent for service)

                             SOLECTRON CORPORATION
               (Exact name of obligor as specified in its charter)

           The State of Delaware                    94-2447045
     (State or other jurisdiction of             (I.R.S. employer
      incorporation or organization)            identification no.)

                                       c/o
                       Sterling C. Correia, Vice President
                 First Union Trust Company, National Association
                                One Rodney Square
                           920 King Street, Suite 102
                              Wilmington, DE 19801

          (Address, including zip code, of principal executive offices)
                              --------------------

                        Preferred Securities Guarantees

                              (Type of securities)

   2

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



- -------------------------------------------------------------------
      Name                                           Address
- -------------------------------------------------------------------
                                                
Federal Reserve Bank of Richmond, VA               Richmond, VA

Comptroller of the Currency                        Washington, D.C.

Securities and Exchange Commission
Division of Market Regulation                      Washington, D.C.

Federal Deposit Insurance Corporation              Washington, D.C.


        (b) Whether it is authorized to exercise corporate trust powers.

            The trustee is authorized to exercise corporate trust powers.

2. Affiliations with obligor and underwriters. If the obligor or any underwriter
for the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

        (See Note 1 on Page 4.)


Because the obligor is not in default on any securities issued under indentures
under which the applicant is trustee, Items 3 through 15 are not required
herein.


                                       2
   3

16. List of Exhibits.

        All exhibits identified below are filed as a part of this statement of
eligibility.

        1.     A copy of the Articles of Association of First Union Trust
               Company, National Association, as now in effect, which contain
               the authority to commence business and a grant of powers to
               exercise corporate trust powers, attached as Exhibit A.

        2.     A copy of the certificate of authority of the trustee to commence
               business, if not contained in the Articles of Association,
               attached as Exhibit B.

        3.     A copy of the authorization of the trustee to exercise corporate
               trust powers, if such authorization is not contained in the
               documents specified in exhibits (1) or (2) above, attached as
               Exhibit C.

        4.     A copy of the existing By-laws of First Union Trust Company,
               National Association, or instruments corresponding thereto,
               attached as Exhibit D.

        5.     Inapplicable.

        6.     The consent of the trustee required by Section 321(b) of the
               Trust Indenture Act of 1939 is included at Page 4 of this Form
               T-1 Statement, attached as Exhibit E.

        7.     A copy of the latest report of condition of the trustee published
               pursuant to law or to the requirements of its supervising or
               examining authority is attached hereto, attached as Exhibit F.

        8.     Inapplicable.

        9.     Inapplicable.


                                       3
   4

                                      NOTE

Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information. Item 2 may, however, be
considered correct unless amended by an amendment to this Form T-1.


                                    SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Union Trust Company, 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 and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Wilmington, and State of Delaware, on the 28th
day of August, 2001.

                              FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
                              (trustee)


                              By: \s\ Sterling C. Correia
                              Name:      Sterling Correia
                              Title:     Vice President





EXHIBIT A


                                       4
   5

                                                           Charter No. _________


                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

                             ARTICLES OF ASSOCIATION



        For the purpose of organizing an association to carry on the business of
banking under the laws of the United States, the undersigned do enter into the
following Articles of Association:

        FIRST. The title of this association shall be FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION

        SECOND. The main office of this association shall be in Wilmington,
Delaware. The business of this association will be limited to that of a national
trust bank. This association must obtain the prior written approval of the
Office of the Comptroller of the Currency ("OCC") before amending its Articles
of Association to expand the scope of its activities and services. Transfers of
this association's stock are subject to prior approval of a federal depository
institution regulatory agency. If no other agency approval is required, the
OCC's approval must be obtained before the transfers. In such cases where OCC
approval is required, the OCC will apply the definitions and standards of the
Change in Bank Control Act and the OCC's implementing regulation to ownership
changes in this association.

        THIRD. The Board of Directors of this association shall consist of not
less than five nor more than twenty-five shareholders, 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. Each director, during the full term of his directorship, shall
own a minimum of $1,000 aggregate par value of stock of this association or a
minimum par market value or equity interest of $1,000 of stock in the bank
holding company controlling this association. Any vacancy in the Board of
Directors may be filled by action of the Board of Directors.

        FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
Board of Directors may designate, on the day of each year specified thereby in
the bylaws, but if no election is held on that day, it may be held on any
subsequent day according to such lawful rules as may be prescribed by the Board
of Directors.

                Nominations for election to the Board of Directors may be made
by the Board of Directors or by any shareholder of any outstanding class of
capital stock of this association entitled to vote for election of directors.
Nominations other than those made by or on behalf of


                                       5
   6

the existing bank management shall be made in writing and be delivered or mailed
to the president of this association and to the OCC, Washington, D.C., not less
than 14 days nor more than 50 days prior to any meeting of shareholders called
for the election of directors, provided, however, that if less than 21 days
notice of the meeting is given to shareholders, such nomination shall be mailed
or delivered to the president of this association and to the Comptroller of the
Currency not later than the close of business on the seventh day following the
day on which the notice of meeting was mailed.

                Such notification shall contain the following information to the
extent known to the notifying shareholder:

                o The name and address of each proposed nominee.

                o The principal occupation of each proposed nominee.

                o The total number of shares of capital stock of this
                  association that will be voted for each proposed nominee.

                o The name and residence address of the notifying shareholder.

                o The number of shares of capital stock of this association
                  owned by the notifying shareholder. Nominations not made in
                  accordance herewith may, in his discretion, be disregarded by
                  the chairperson of the meeting, and upon his instructions, the
                  vote tellers may disregard all votes cast for each such
                  nominee.

        FIFTH. The authorized amount of capital stock of this association shall
be 2,000 shares of common stock of the par value of one hundred dollars
($100.00) each; but said capital stock may be increased or decreased from time
to time, according to the provisions of the laws of the United States.

                If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe for such
additional shares in proportion to the number of shares of said capital stock
owned by him at the time the increase is authorized by the shareholders, unless
another time subsequent to the date of the shareholders' meeting is specified in
a resolution by the shareholders at the time the increase is authorized. The
Board of Directors will have the power to prescribe a reasonable period of time
within which the preemptive rights to subscribe to the new shares of capital
stock must be exercised.

                This association, at any time and from time to time, may
authorize and issue debt obligations, whether or not subordinated, without the
approval of the shareholders.

        SIXTH. The Board of Directors shall appoint one of its members president
of this association, who shall be chairperson of the Board of Directors, unless
the Board of Directors


                                       6
   7

appoints another director to be the chairperson. 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.

                The Board of Directors shall have the power to:

                o Define the duties of the officers and employees of this
                  association.

                o Fix the salaries to be paid to the officers and employees.

                o Dismiss officers and employees.

                o Require bonds from officers and employees and to fix the
                  penalty thereof.

                o Regulate the manner in which any increase of the capital of
                  this association shall be made.

                o Manage and administer the business and affairs of this
                  association.

                o Make all bylaws that it may be lawful for the Board of
                  Directors to make.

                o Generally to perform all acts that are legal for a Board of
                  Directors to perform.

        SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Wilmington,
Delaware, without the approval of the shareholders, and shall have the power to
establish or change the location of any branch or branches of the association to
any other location, without the approval of the shareholders.

        EIGHTH. The corporate existence of this association shall continue until
terminated according to the laws of the United States.

        NINTH. The Board of Directors of this association, or any three or more
shareholders owning, in the aggregate, not less than 10 percent of the stock of
this association, may call a special meeting of shareholders at any time. 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 10 days prior to the
date of the meeting to each shareholder of record at his address as shown upon
the books of this association.

        TENTH. Each director and executive officer of this association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding


                                       7
   8

brought by or on behalf of this association itself) arising out of his status as
such or his activities in either of the foregoing capacities, except for any
liability incurred on account of activities which were at the time taken known
or believed by such person to be clearly in conflict with the best interests of
this association. Liabilities incurred by a director or executive officer of
this association in defending a proceeding shall be paid by this association in
advance of the final disposition of such proceeding upon receipt of an
undertaking by the director or executive officer to repay such amount if it
shall be determined, as provided in the last paragraph of this Article Tenth,
that he is not entitled to be indemnified by this association against such
liabilities.

        The indemnity against liability in the preceding paragraph of this
Article Tenth, including liabilities incurred in defending a proceeding, shall
be automatic and self-operative.

        Any director, officer or employee of this association who serves at the
request of this association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of this association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by this association, shall have the right to be indemnified by this association,
subject to the provisions set forth in the following paragraph of this Article
Tenth, against liabilities in any manner arising out of or attributable to such
status or activities in any such capacity, except for any liability incurred on
account of activities which were at the time taken known or believed by such
person to be clearly in conflict with the best interests of this association, or
of the corporation, partnership, joint venture, trust, enterprise, association
or plan being served by such person.

        In the case of all persons except the directors and executive officers
of this association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of this
association. In the case of the directors and executive officers of this
association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.

        For purposes of this Article Tenth of these Articles of Association
only, the following terms shall have the meanings indicated:

    (a)   "association" means First Union Trust Company, National Association
          and its direct and indirect wholly-owned subsidiaries.

    (b)   "director" means an individual who is or was a director of this
          association.

    (c)   "executive officer" means an officer of this association who by
          resolution of the Board of Directors of this association has been
          determined to be an executive officer of this association for purposes
          of Regulation O of the Federal Reserve Board.


                                       8
   9

    (d)   "liability" means the obligation to pay a judgment, settlement,
          penalty, fine (including an excise tax assessed with respect to an
          employee benefit plan), or reasonable expenses, including counsel fees
          and expenses, incurred with respect to a proceeding.

    (e)   "party" includes an individual who was, is, or is threatened to be
          made a named defendant or respondent in a proceeding.

    (f)   "proceeding" means any threatened, pending, or completed claim,
          action, suit, or proceeding, whether civil, criminal, administrative,
          or investigative and whether formal or informal.

        This association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless this association consents in
writing to such settlement.

        The right to indemnification herein provided for shall apply to persons
who are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with this association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.

        The right to indemnification herein provided for shall inure to the
benefit of the heirs and legal representatives of any person entitled to such
right.

        No revocation of, change in, or adoption of any resolution or provision
in the Articles of Association or By-laws of this association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of this association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.


                                       9
   10

                The rights hereunder shall be in addition to and not exclusive
        of any other rights to which a director, officer, or employee of this
        association may be entitled under any statute, agreement, insurance
        policy, or otherwise.

  This association shall have the power to purchase and maintain insurance on
  behalf of any person who is or was a director, officer, or employee of this
   association, or is or was serving at the request of this association as a
director, officer, employee, or agent of another corporation, partnership, joint
 venture, trust, trade association, employee benefit plan, or other enterprise,
 against any liability asserted against such director, officer, or employee in
 any such capacity, or arising out of their status as such, whether or not this
    association would have the power to indemnify such director, officer, or
employee against such liability, excluding insurance coverage for a formal order
assessing civil money penalties against a director, officer or employee of this
                                  association.

Notwithstanding anything to the contrary provided herein, no person shall have a
   right to indemnification with respect to any liability (i) incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil money
penalties or requiring affirmative action by an individual or individuals in the
form of payments to this association, (ii) to the extent such person is entitled
to receive payment therefor under any insurance policy or from any corporation,
partnership, joint venture, trust, trade association, employee benefit plan, or
  other enterprise other than this association, or (iii) to the extent that a
court of competent jurisdiction determines that such indemnification is void or
                     prohibited under state or federal law.

        ELEVENTH. 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 the
holders of such greater amount.

        IN WITNESS WHEREOF, we have hereunto set our hands this 25th day of
November, 1996.

          ORGANIZERS:



- -----------------------------------         ------------------------------------
Kent S. Hathaway                            Keith D. Lembo



- -----------------------------------         ------------------------------------
Robert L. Andersen                          Stephen J. Antal



                                            ------------------------------------
                                            Daniel Glassberg


                                       10
   11

EXHIBIT B


                           COMPTROLLER OF THE CURRENCY

Administrator of National Banks

Multinational Banking Division
250 E Street, SW
Washington, D.C. 20219-0001



                               CHARTER CERTIFICATE


     Whereas, satisfactory evidence has been presented to the Office of the
      Comptroller of the Currency that FIRST UNION TRUST COMPANY, NATIONAL
  ASSOCIATION, located in WILMINGTON, State of DELAWARE, has complied with all
  provisions of the statutes of the United States required to be complied with
   before being authorized to commence the business of banking as a National
                              Banking Association;

        Now, therefore, I hereby certify that the above-named association is
authorized to commence the business of banking as a National Banking
Association.



In testimony whereof, witness my signature and Seal of office this fifteenth day
of January 1997.




- --------------------------------------------
Deputy Comptroller for Multinational Banking


Charter Number 23201


                                       11
   12

EXHIBIT C


                           COMPTROLLER OF THE CURRENCY

Administrator of National Banks

Multinational Banking Division
250 E Street, SW
Washington, D.C. 20219-0001



                                TRUST CERTIFICATE


                                WHEREAS, First Union Trust Company, National
Association, CHARTER NUMBER 23201, LOCATED IN Wilmington, STATE OF Delaware,
BEING A NATIONAL BANKING ASSOCIATION, ORGANIZED UNDER THE STATUTES OF THE UNITED
STATES, HAS MADE APPLICATION FOR AUTHORITY TO ACT AS FIDUCIARY;

        And whereas, applicable provisions of the statutes of the United States
authorize the granting of such authority;

        Now, therefore, I hereby certify that the said association is authorized
to act in all fiduciary capacities by such statutes.



In testimony whereof, witness my signature and Seal of office this fifteenth day
of January 1997.


- --------------------------------------------
Deputy Comptroller for Multinational Banking


                                       12
   13

EXHIBIT D

                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION

                                     BYLAWS

                      AS AMENDED AND RESTATED MAY 27, 1997

                                    ARTICLE I

                            Meetings of Shareholders

        Section 1.1. Annual Meeting. The regular annual meeting of the
shareholders for the election of directors and transaction of whatever other
business may properly come before the meeting, shall be held at the Main Office
of the Association, or such other place as the Board of Directors may designate,
at 10:00 A.M., on the third Tuesday of February in each year, commencing with
the year 1997 or such other time within 90 days as may be set by the Board of
Directors. If, from any cause, an election of directors is not made on the said
day, the Board of Directors shall order the election to be held on some
subsequent day, as soon thereafter as practicable, according to the provisions
of the law; and notice thereof shall be given in the manner herein.

        Section 1.2. Special Meetings. Except as otherwise specifically provided
by statute, special meetings of the shareholders may be called for any purpose
at any time by the Board of Directors or by any one or more shareholders owning,
in the aggregate, not less than twenty-five percent of the stock of the
Association.

        Section 1.3. Notice of Meetings. Notice of Annual and Special


                                       13
   14

meetings shall mailed, postage prepaid, at least ten days prior to the date
thereof provided for the annual meeting, addressed to each shareholder at his
address appearing on the books of the Association; but any failure to mail such
notice, or any irregularity therein, shall not affect the validity of such
meeting, or of any of the proceedings thereat. A shareholder may waive any such
notice.

        Section 1.4. Organization of Meetings. The Chairman shall preside at all
meetings of shareholders. In his absence, the President, or a director
designated by the Chairman shall preside at such meeting.

        Section 1.5. Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing. Proxies shall be valid only
for one meeting to be specified therein, and any adjournments of such meeting.
Proxies shall be dated and shall be filed with the records of the meeting.

        Section 1.6. Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting, unless otherwise provided by law or by the Articles of Association.

                                   ARTICLE II


                                       14
   15

                                    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
said Board.

        Section 2.2. Number. 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: (a) exceeds by more than two the number of
directors last elected by shareholders where such number was fifteen or less;
and (b) to a number which 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.

        Section 2.3. Organization Meeting. A meeting shall be held for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year on the day of the Annual Meeting of
Shareholders or as soon thereafter as practicable, and, in any event, within
thirty days thereof. If, at the time fixed for such meeting, there shall not be
a quorum present, the directors present may adjourn the meeting, from time to
time, until a quorum is obtained. Section 2.4. Regular Meetings. The regular
meetings of the Board shall be held on such days and time as the directors may,
by resolution, designate; and written notice of any change thereof


                                       15
   16

shall be sent to each member. When any regular meeting of the Board falls upon a
legal holiday, the meeting shall be held on such other day as the Board may
designate.

        Section 2.5. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board, or President, or at the request of three or
more directors. Each director shall be given notice of each special meeting,
except the organization meeting, at least one day before it is to be held by
facsimile, telephone, telegram, letter or in person. Any director may waive any
such notice.

        Section 2.6. Quorum. A majority of the directors shall constitute a
quorum at any meeting, except when otherwise provided by law; but a less number
may adjourn any meeting, from time to time, and the meeting may be held, as
adjourned without further notice.

        Section 2.7. Term of Office and Vacancy. Directors shall hold office for
one year and until their successors are elected and have qualified. No person
shall stand for election as a director of this Association if at the date of his
election he


                                       16
   17

will have passed his seventieth birthday; provided, however, this prohibition
shall not apply to persons who are active officers of this Association, an
affiliate bank, or its parent corporation, or a former chief executive officer
of the Association. No person, who is not an officer or former officer of this
Association, an affiliate bank, or its parent corporation and who has
discontinued the principal position or activity the person held when initially
elected, shall be recommended to the shareholders for reelection; provided,
however, that exceptions may be made because of a change in principal position
or activity which would be compatible with continued service to this
Association. No person elected as a director may exercise any of the powers of
his office until he has taken the oath of office as prescribed by law. When any
vacancy occurs among the directors, the remaining members of the Board, in
accordance with the laws of the United States, may appoint a director to fill
such vacancy at any regular meeting of the Board, or at a special meeting called
for that purpose.

        Section 2.8. Nominations. Nominations for election to the Board may be
made by the Executive Committee or by any stockholder of any outstanding class
of capital stock of the Association entitled to vote for the election of
directors.

        Section 2.9. Communications Equipment. Any or all directors may
participate in a meeting of the Board by means of conference telephone or any
means of communication by which all


                                       17
   18

persons participating in the meeting are able to hear each other.

        Section 2.10. Action Without Meeting. Any action required or permitted
to be taken by the Board or committee thereof by law, the Association's Articles
of Association, or these Bylaws may be taken without a meeting, if, prior or
subsequent to the action, all members of the Board or committee shall
individually or collectively consent in writing to the action. Each written
consent or consents shall be filed with the minutes of the proceedings of the
Board or committee. Action by written consent shall have the same force and
effect as a unanimous vote of the directors, for all purposes. Any certificate
or other documents which relates to action so taken shall state that the action
was taken by unanimous written consent of the Board or committee without a
meeting.

                                   ARTICLE III
                             Committees of the Board

        Section 3.1. Executive Committee. The Board may by resolution adopted by
a majority of the entire Board designate an Executive Committee consisting of
the Chairman of the Board, the President, and not less than two other directors.
Subject to the national banking laws and the Association's Articles of
Association, the Executive Committee may exercise all the powers of the Board of
Directors with respect to the affairs of the Association, except that the
Executive Committee may not:


                                       18
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        1.     (a)    exercise such powers while a quorum of the Board of
                      Directors is actually convened for the conduct of
                      business,

               (b)    exercise any power specifically required to be exercised
                      by at least a majority of all the directors,

               (c)    act on matters committed by the Bylaws or resolution of
                      the Board of Directors to another committee of the board,
                      or

               (d)    amend or repeal any resolution theretofore adopted by the
                      Board of Directors which by its terms is amendable or
                      repealable only by the Board;

               2.     amend the Articles of Association or make, alter or repeal
                      any Bylaw of the Association;

        3.     elect or appoint any director, create or fill any vacancies in
               the Board of Directors or remove any director, or authorize or
               approve any change in the compensation of any officer of the
               Association who is also a director of the Association;

        4.     authorize or approve issuance or sale or contract for sale of
               shares of stock of the Association, or determine the designation
               and relative rights, preferences and limitations of a class or
               series of shares;

        5.     adopt an agreement of merger or consolidation, or submit to
               shareholders any action that requires shareholder approval,
               including any recommendation to the shareholders concerning the
               sale, lease or exchange of all or


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               substantially all the Association's property and assets, a
               dissolution of the Association or a revocation of a previously
               approved dissolution; or

        6.     authorize an expenditure by the Association in excess of $10
               million for any one item or group of related items.

The committee shall hold regular meetings at such times as the members shall
agree and whenever called by the chairman of the committee. A majority of the
committee shall constitute a quorum for the transaction of business. The
committee shall keep a record of its proceedings and shall report these
proceedings to the Board at the regular meetings thereof. The committee shall
serve as the nominating committee for nominations to the Board.

        Section 3.2. Chairman of the Executive Committee. The Board may
designate one of its members to be Chairman of the Executive Committee who shall
preside at the meetings thereof and shall perform such duties as the Board shall
assign to him from time to time.

        Section 3.3. Audit Committee. The Board shall appoint a committee of
three or more persons exclusive of the officers of this Association which
committee shall be known as the Audit Committee. It shall be the duty of this
committee at least once in every twelve months to examine the affairs of the
Association, and determine whether it is in a sound and solvent condition and to
recommend to the Board such changes in the manner of doing business,


                                       20
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etc., as may seem to be desirable. The committee may cause such examination to
be made in its behalf and under its supervision by outside accountants and may
also use the services of any other persons either inside or outside the
Association to assist in its work. The results of each examination shall be
reported in writing to the Board.

        Section 3.4. Audit of Trust Department. The Audit Committee shall, at
least once during each calendar year and within fifteen months of the last such
audit 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 whether the department has been administered in accordance with law,
Part 9 of the Regulations of the Comptroller of the Currency, and sound
fiduciary principles. In lieu of such periodic audit the Audit Committee, at the
election of the Board, may conduct or cause to be conducted by auditors
responsible only to the Board an adequate continuous audit system adopted by the
Board. A written report of such periodic or continuous audit shall be made to
the Board.

        Section 3.5. Other Committees. The Board may appoint from time to time
other committees composed of one or more persons each, for such purposes and
with such powers as the Board may determine. The Chairman of the Board shall
have the power to designate another person to serve on any committee during the
absence or inability of


                                       21
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any member thereof so to serve.

        Section 3.6. Directors' Emeritus. The Board may designate one or more
persons to serve as Director Emeritus. Such Director Emeritus shall have the
right to attend any and all meetings of the Board, but shall have no vote at
such meetings. A person designated as Director Emeritus may serve in that
capacity for a period of three years.

        Section 3.7. Alternate Committee Members. The Board may, from time to
time, appoint one or more, but no more than three persons to serve as alternate
members of a committee, each of whom shall be empowered to serve on that
committee in place of a regular committee member in the event of the absence or
disability of that committee member. An alternate committee member shall, when
serving on a committee, have all of the powers of a regular committee member.
Alternate committee members shall be notified of, and requested to serve at, a
particular meeting or meetings, or for particular periods of time, by or at the
direction of the chairman of the committee or the Chairman of the Board.

                                   ARTICLE IV
                                    Officers

        Section 4.1. Officers. The officers of the Association may be a Chairman
of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice
Chairmen (who shall not be required to be directors


                                       22
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of the Association), a President, one or more Vice Presidents, a Secretary, a
Cashier or Treasurer, and such other officers, including officers holding
similar or equivalent titles to the above in regions, divisions or functional
units of the Association, as may be appointed by the Board of Directors. The
Chairman of the Board and the President shall be members of the Board of
Directors. Any two or more offices may be held by one person, but no officer
shall sign or execute any document in more than one capacity.

        4.2. Term of Office. The officers who are required by the articles of
association or the bylaws to be members of the Board shall hold their respective
offices until the Organization meeting of the Board following the annual meeting
of shareholders or until their respective successors shall have been elected,
unless they shall resign, become disqualified or be removed from office. Each
other officer shall hold office at the pleasure of the Board. Any officer may be
removed at any time by the Board.

        Section 4.3. Chairman of the Board. The chairman of the board shall be
designated as Chairman of the Board. He shall preside at all meetings of the
stockholders and directors and he shall be a member of all committees of the
Board except the Audit Committee. He shall have such other powers and perform
such other duties as may be prescribed from time to time by the Board. He shall
be subject only to the direction and control of the Board.

        Section 4.4. President. The president shall be the


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chief executive officer of the Association and he shall be designated as
President and Chief Executive Officer. In the absence of the Chairman the
President shall preside at all meetings of the Board. The President shall be a
member of each committee of the Board except the Audit Committee. He shall have
the powers and perform the duties conferred or imposed upon the President by the
national banking laws, and he shall have such other powers and perform such
other duties as nay from time to time be imposed upon or assigned to him by the
Board.

        Section 4.5. Chief Financial Officer. The Chief Financial officer shall
have such title as may be designated by the Board and he shall be responsible
for all monies, funds and valuables of this Association, provide for the keeping
of proper records of all transactions of the Association, report to the Board at
each regular meeting the condition of the Association, submit to the Board, when
requested, a detailed statement of the income and expenses, be responsible for
the conduct and efficiency of all persons employed under him, and perform such
other duties as may be from time to time assigned to him by the Board.

        Section 4.6. Other Officers. All other officers shall respectively
exercise such powers and perform such duties as generally pertain to their
several offices, or as may be conferred upon or assigned to them by the Board,
the Chairman of the Board or


                                       24
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the President.

        Section 4.7. Bond. Each officer and employee, if so required by the
Board, shall give bond with surety to be approved by the Board, conditioning for
the honest discharge of his duties as such officer or employee. In the
discretion of the Board, such bonds may be individual, schedule or blanket form,
and the premiums may be paid by the Association.

        Section 4.8. Officers Acting as Assistant Secretary. Notwithstanding
Section 4.la of this Article IV, any Senior Vice President, Vice President or
Assistant Vice President shall have, by virtue of his office, and by authority
of the Bylaws, the authority from time to time to act as an Assistant Secretary
of the Association, and to such extent, said officers are appointed to the
office of Assistant Secretary.

                                    ARTICLE V
                                Trust Department

        Section 5.1. Trust Department. There shall be a department of the
Association known as the Trust Department which shall perform the fiduciary
responsibilities of the Association. Opinions of counsel shall be retained on
file in the Trust Department in connection with all important matters pertaining
to fiduciary activities.

        Section 5.2. Trust Investment. Funds held in a


                                       25
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fiduciary capacity shall be invested in accordance with the instrument
establishing the fiduciary relationship and local law. Where such instrument
does not specify the character and class of the investments to be made and does
not vest in the Association a discretion in the matter, funds held pursuant to
such instrument shall be invested in investments in which corporate fiduciaries
may invest under local law.

                                   ARTICLE VI

                        Stock Certificates and Transfers

        Section 6.1. Stock Certificates. Ownership of capital stock of the
Association shall be evidenced by certificates of stock signed by the Chairman
or President, and the Secretary, or an Assistant Secretary. Each certificate
shall state upon its face that the stock is transferable only upon the books of
the Association by the holder thereof, or by duly authorized attorney, upon the
surrender of such certificate, and shall meet the requirements of Section 5139,
United States Revised Statutes, as amended.

        Section 6.2. Transfers. The stock of this Association shall be
assignable and transferable only on the books of this Association, subject to
the restrictions and provisions of the national banking laws; and a transfer
book shall be provided in which all assignments and transfers of stock shall be
made. When stock is transferred, the certificates thereof shall be returned to
the Association, canceled, preserved and new certificates issued.


                                       26
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        Section 6.3. Dividends. Dividends shall be paid to the shareholders in
whose names the stock shall stand at the close of business on the day next
preceding the date when the dividends are payable, provided, however, that the
directors may fix another date as a record date for the determination of the
shareholders entitled to receive payment thereof.

                                   ARTICLE VII

                                Increase of Stock

        7.1. Capital Stock. Shares of the capital stock of the Association,
which have been authorized but not issued, may be issued from time to time for
such consideration, not less than the par value thereof, as may be determined by
the Board.

                                  ARTICLE VIII

                                 Corporate Seal

        Section 8.1. Seal. The seal, an impression of which appears below, is
the seal of the Association adopted by the Board of Directors:

                                     [Seal]

       The Chairman of the Board, the Vice Chairman, the President, Senior
Executive Vice President, Executive Vice President, Senior Vice President, Vice
   President, each Assistant Vice President, the Chief Financial Officer, the
 Secretary, each Assistant Secretary, each Trust Officer, each Assistant Trust
    Officer or each Assistant Cashier, shall have the authority to affix the
         corporate seal of this Association and to attest to the same.


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                                   ARTICLE IX

                            Miscellaneous Provisions

        Section 9.l. Fiscal Year. The fiscal year of the Association shall be
the calendar year.

        Section 9. 2. Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings, proxies, and other instruments or
documents may be signed, executed, acknowledged, verified, delivered or accepted
in behalf of the Association by the Chairman of the Board, the Vice Chairman of
the Board, any Chairman or Vice Chairman, the President, any Vice President or
Assistant Vice President, the Secretary or any Assistant Secretary, the Cashier
or Treasurer or any Assistant Cashier or Assistant Treasurer, or any officer
holding similar or equivalent titles to the above in any regions, divisions or
functional units of the Association, or, if in connection with the exercise of
fiduciary powers of the Association, by any of said officers or by any Trust
Officer or Assistant Trust Officer (or equivalent titles); provided, however,
that where required, any such instrument shall be attested by one of said
officers other than the officer executing such instrument. Any such instruments
may also be executed, acknowledged, verified, delivered, or accepted in behalf
of the Association in such other manner and by such other officers


                                       28
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as the Board
of Directors may from time to time direct. The provisions of this Section 9.2
are supplementary to any other provision of these Bylaws.


                                       29
   30

        Section 9.3. Records. The organization papers of this Association, the
articles of association, the bylaws and any amendments thereto, the proceedings
of all regular and special meetings of the shareholders and of the directors,
the returns of the judges of elections, and the reports of the committees of
directors shall be recorded in an appropriate minute book, and the minutes of
each meeting shall be signed by the Secretary or any other officer appointed to
act as secretary of the meeting.

        Section 9.4. Banking Hours. This Association and its branch offices
shall be open on such days and during such hours as shall be fixed from time to
time by the Board.

        Section 9.5. Voting Shares of Other Corporations. The Chairman, any
Vice Chairman, the President, or any Vice President is authorized to vote,
represent and exercise on behalf of this Association all rights incident to any
and all shares of stock of any other corporation standing in the name of the
Association. The authority granted herein may be exercised by such officers in
person or by proxy or by power of attorney duly executed by said officer.

                                    ARTICLE X

                                     Bylaws

        Section 10.1. Inspection. A copy of the Bylaws,


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with all amendments thereto, shall at all times be kept in a convenient place at
the Head Office of the Association, and shall be open for inspection to all
shareholders, during banking hours.

        Section 10-2. Amendments. These Bylaws may be changed or amended at any
regular or special meeting of the Board by the vote of a majority of the
Directors.


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EXHIBIT E

CONSENT OF TRUSTEE

        Under section 321(b) of the Trust Indenture Act of 1939, as amended, and
in connection with the proposed issuance by SOLECTRON CORPORATION, First Union
Trust Company, National Association, as the trustee herein named, hereby
consents that reports of examinations of said Trustee by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon requests therefor.

                                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION


                                By: \s\ Sterling C. Correia
                                Name:      Sterling C. Correia
                                Title:     Vice President

Dated: August 28, 2001


                                       32

   33


EXHIBIT F

CONSOLIDATED REPORT OF CONDITION FOR JUNE 30, 2001 FOR FIRST UNION TRUST
COMPANY, NATIONAL ASSOCIATION

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.




                                                                                                                  C400
                                                                        Dollar Amount in Thousands   RCFD Bil Mil Thou
                                                                        ----------------------------------------------
                                                                                                        
ASSETS
 1.  Cash and balances due from depository institutions (from Schedule RC-A):
     a.   Noninterest-bearing balances and currency and coin (1) ................................     0081        58    1.a.
     b.   Interest-bearing balances (2) .........................................................     0071         0    1.b.
 2.  Securities:
      a.  Held-to-maturity securities (from Schedule RC-B, column A) ............................     1754         0    2.a.
      b.  Available-for-sale securities (from Schedule RC-B, column D) ..........................     1773       206    2.b.
 3.  Federal funds sold and securities purchased under agreements to resell .....................     1350         0    3.
 4.  Loans and lease financing receivables
     a.   Loans and leases, net of unearned income (from Schedule RC-C) ....... RCFD 2122       0                       4.a.
     b.   LESS: Allowance for loan and lease losses ........................... RCFD 3123       0                       4.b.
     c.   LESS: Allocated transfer risk reserve ............................... RCFD 3128       0                       4.c.
     d.   Loans and leases, net of unearned income,
          allowance, and reserve (item 4.a minus 4.b and 4.c) ...................................     2125   282,758    4.d.
 5.  Trading assets (from Schedule RC-D) ........................................................     3545         0    5.
 6.  Premises and fixed assets (including capitalized leases) ...................................     2145         0    6.
 7.  Other real estate owned (from Schedule RC-M)................................................     2150         0    7.
 8.  Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ...      213         0    8.
 9.  Customers' liability to this bank on acceptances outstanding ...............................     2155         0    9.
10.  Intangible assets (from Schedule RC-M) .....................................................     2143         0   10.
11.  Other assets (from Schedule RC-F) ..........................................................     2160       657   11.
12.  Total assets (sum of items 1 through 11) ...................................................     2170   283,679   12.


- ----------
(1) Includes cash items in process of collection and unposted debits.

(2) Includes time certificates of deposit not held for trading.


                                       33

   34



                                                                        Dollar Amount in Thousands          Bil Mil Thou
                                                                        --------------------------          ------------
                                                                                                           
LIABILITIES
13.  Deposits:

      a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)......   RCON 2200        0   13.a.
           (1)  Noninterest-bearing (1)................................RCON 6631                     0                    13.a.(1)
           (2)  Interest-bearing.......................................RCON 6636                     0                    13.a.(2)
      b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E,
           part II)................................................................................  RCFN 2200        0   13.b.
           (1)  Noninterest-bearing....................................RCFN 6631                     0                    13.b.(1)
           (2)  Interest-bearing.......................................RCFN 6636                     0                    13.b.(2)
14.   Federal funds purchased and securities sold under agreements to repurchase...................  RCFD 2800        0   14.
15.   a.   Demand notes issued to the U.S. Treasury................................................  RCON 2840        0   15.a.
      b.   Trading liabilities (from Schedule RC-D)................................................  RCFD 3548        0   15.b.
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized
      leases):.....................................................................................
      a.   With a remaining maturity of one year or less...........................................  RCFD 2332        0   16.a.
      b.   With a remaining maturity of more than one year through three years.....................  RCFD A547        0   16.b.
      c.   With a remaining maturity of more than three years......................................  RCFD A548        0   16.c.
17.   Not applicable...............................................................................
18.   Bank's liability on acceptances executed and outstanding.....................................  RCFD 2920        0   18.
19.   Subordinated notes and debentures (2)........................................................  RCFD 3200        0   19.
20.   Other liabilities (from Schedule RC-G).......................................................  RCFD 2930    9,293   20.
21.   Total liabilities (sum of items 13 through 20)...............................................  RCFD 2948    9,293   21.
22.   Not applicable...............................................................................

EQUITY CAPITAL

23.   Perpetual preferred stock and related surplus................................................  RCFD 3838        0   23.
24.   Common stock.................................................................................  RCFD 3230      200   24.
25.   Surplus (exclude all surplus related to preferred stock).....................................  RCFD 3839  416,119   25.
26.   a.   Undivided profits and capital reserves..................................................  RCFD 3632 (141,934)  26.a.
      b.   Net unrealized holding gains (losses) on available-for-sale securities..................  RCFD 8434        1   26.b.
27.   Cumulative foreign currency translation adjustments..........................................  RCFD 3284        0   27.
28.   Total equity capital (sum of items 23 through 27)............................................  RCFD 3210  274,386   28.
29.   Total liabilities and equity capital (sum of items 21 and 28)................................  RCFD 3300  283,679   29.


Memorandum

To be reported only with the March Report of Condition.

                                                                                                            
1.    Indicate in the box at the right the number of the statement below that best describes the
      most comprehensive level of auditing work performed for the bank by independent external                    Number
      auditors as of any date during 1996..........................................................  RCFD 6724       N/A  M.1.




1 =   Independent audit of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm which
      submits a report on the bank

2 =   Independent audit of the bank's parent holding company conducted in
      accordance with generally accepted auditing standards by a certified
      public accounting firm which submits a report on the consolidated holding
      company (but not on the bank separately)

3 =   Directors' examination of the bank conducted in accordance with generally
      accepted auditing standards by a certified public accounting firm (may be
      required by state chartering authority)

4 =   Directors' examination of the bank performed by other external auditors
      (may be required by state chartering authority)

5 =   Review of the bank's financial statements by external auditors

6 =   Compilation of the bank's financial statements by external auditors

7 =   Other audit procedures (excluding tax preparation work)

8 =   No external audit work


- ----------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposit.

(2) Includes limited-life preferred stock and related surplus.


                                       34