GOODRICH B F CO, S-3/A, 1995-06-29

GOODRICH B F CO
S-3/A, 1995-06-29
PLASTIC MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 29, 1995
REGISTRATION NOS. 33-59953 AND 33-59953-01

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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------

AMENDMENT NO. 1

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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<TABLE>
<S> <C>
BFGOODRICH CAPITAL THE B.F.GOODRICH COMPANY
(Exact name of registrant as specified in its (Exact name of registrant as specified in its
charter) charter)
DELAWARE NEW YORK
(State of incorporation or organization) (State of incorporation)
34-7031378 34-0252680
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
</TABLE>

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3925 EMBASSY PARKWAY
AKRON, OHIO 44333-1799
(216) 374-3985
(Address, including zip code, and telephone number,
including area code, of Registrants' principal executive offices)

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NICHOLAS J. CALISE, SECRETARY
THE B.F.GOODRICH COMPANY
3925 EMBASSY PARKWAY
AKRON, OHIO 44333-1799
(216) 374-3778
(Name, address, including zip code, and
telephone number, including area code, of agent for service)

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COPIES TO:
<TABLE>
<S> <C>
FRANK L. SCHIFF ROBERT H. CRAFT, JR.
White & Case Sullivan & Cromwell
1155 Avenue of the Americas 1701 Pennsylvania Avenue, N.W.
New York, New York 10036 Washington, D.C. 20006
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS POSSIBLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

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. / /

------------------

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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE> 2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement
*4.1 Certificate of Trust of BFGoodrich Capital
4.2 Form of Amended and Restated Trust Agreement
*4.3 Form of Indenture among BFG, the Issuer and The Bank of New York, as Debenture
Trustee
*4.4 Form of Preferred Security (included in Exhibit 4.2)
*4.5 Form of Junior Subordinated Debenture (included in Exhibit 4.3)
*4.6 Form of Guarantee by BFG and The Bank of New York, as Guarantee Trustee
5.1 Opinion of Richards, Layton & Finger re validity of Preferred Securities
5.2 Opinion of Nicholas J. Calise, Esq., Vice President, Associate General Counsel
and Secretary of BFG, re validity of Guarantee and Junior Subordinated
Debentures
8.1 Opinion of White & Case re tax matters
*12.1 Computation of Ratios of Earnings to Fixed Charges
*12.2 Computation of Ratios of Earnings to Fixed Charges and Preferred Dividends
23.1 Consent of Ernst & Young LLP, independent auditors
*23.2 Consent of Richards, Layton & Finger (included in Exhibit 5.1 above)
*23.3 Consent of Nicholas J. Calise, Esq. (included in Exhibit 5.2 above)
*23.4 Consent of White & Case (included in Exhibit 8.1 above)
*24.1 Power of Attorney of BFG
*25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Debenture Trustee under the Indenture
*25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Property Trustee under the Trust Agreement of the
Issuer
*25.3 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of
The Bank of New York, as Guarantee Trustee under the Guarantee
</TABLE>

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* Previously filed.

II-1
<PAGE> 3

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
B.F.GOODRICH COMPANY 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 NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWNSHIP OF BATH, STATE OF OHIO,
ON JUNE 27, 1995.

THE B.F.GOODRICH COMPANY

By: /s/ N. J. CALISE
-------------------------------------
Nicholas J. Calise
Vice President, Associate General
Counsel and Secretary

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON JUNE 27, 1995 BY
THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED.

<TABLE>
<S> <C>
*STEVEN G. ROLLS *JEANETTE GRASSELLI BROWN
- --------------------------------------------- ---------------------------------------------
(STEVEN G. ROLLS) (JEANNETTE GRASSELLI BROWN)
Vice President and Controller Director
(Principal Accounting Officer)

*GEORGE A. DAVIDSON, JR. *JAMES J. GLASSER
- --------------------------------------------- ---------------------------------------------
(GEORGE A. DAVIDSON, JR.) (JAMES J. GLASSER)
Director Director

*THOMAS H. O'LEARY *JOHN D. ONG
- --------------------------------------------- ---------------------------------------------
(THOMAS H. O'LEARY) (JOHN D. ONG)
Director Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)

*JOSEPH A. PICHLER *ALFRED M. RANKIN, JR.
- --------------------------------------------- ---------------------------------------------
(JOSEPH A. PICHLER) (ALFRED M. RANKIN, JR.)
Director Director

*IAN M. ROSS *D. LEE TOBLER
- --------------------------------------------- ---------------------------------------------
(IAN M. ROSS) (D. LEE TOBLER)
Director Executive Vice President and Director
(Principal Financial Officer)
*WILLIAM L. WALLACE
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(WILLIAM L. WALLACE) (JOHN L. WEINBERG)
Director Director

*A. THOMAS YOUNG
- ---------------------------------------------
(A. THOMAS YOUNG)
Director
</TABLE>

*By /s/ N. J. CALISE
- ---------------------------------------------
NICHOLAS J. CALISE,
Attorney-in-Fact

II-2
<PAGE> 4

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, BFGOODRICH
CAPITAL 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 NO. 1
TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON JUNE
27, 1995.

BFGOODRICH CAPITAL

By: THE B.F.GOODRICH COMPANY,
AS DEPOSITOR

By:/s/ N.J. CALISE
-------------------------------
Name: N.J. Calise
Title: Vice President,
Associate General
Counsel and Secretary

II-3
<PAGE> 5

EXHIBIT INDEX

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* Previously filed.

II-4

<PAGE> 1
BFGOODRICH CAPITAL
___% CUMULATIVE QUARTERLY INCOME PREFERRED SECURITIES, SERIES A ("QUIPS")
(LIQUIDATION AMOUNT $25 PER PREFERRED SECURITY)
GUARANTEED BY
THE B.F.GOODRICH COMPANY

-------------------
Underwriting Agreement
----------------------

, 1995
Goldman, Sachs & Co.,
As representatives of the several Underwriters
named in Schedule I hereto,
85 Broad Street,
New York, New York 10004.

Ladies and Gentlemen:

BFGoodrich Capital, a statutory business trust formed under the laws
of the State of Delaware (the "Trust") and The B.F.Goodrich Company, a New York
corporation, as depositor of the Trust and as guarantor (the "Guarantor"),
propose subject to the terms and conditions stated herein, that the Trust issue
and sell to the Underwriters named in Schedule 1 hereto (the "Underwriters"),
an aggregate of 4,400,000 (the "Firm Securities") and, at the election of the
Underwriters, up to an additional 660,000 (the "Optional Securities") of ____%
Cumulative Quarterly Income Preferred Securities, Series A (liquidation amount
$25 per preferred security) ("Preferred Securities") representing undivided
beneficial interests in the assets of the Trust, guaranteed by the Guarantor as
to the payment of distributions, and as to payments on liquidation or
redemption, to the extent set forth in a guarantee agreement (the "Guarantee")
between the Guarantor and The Bank of New York, as trustee (the "Guarantee
Trustee"). The Firm Securities and the Optional Securities that the
Underwriters elect to purchase pursuant to Section 2 hereof are referred to
collectively as the "Securities". The proceeds of the sale by the Trust of the
Securities and an aggregate of up to 136,083 (156,495 assuming full exercise by
the Underwriters of the over allotment option described herein) of its Common
Securities (liquidation amount $25 per common security) (the "Common
Securities") are to be invested in ___% Junior Subordinated Debentures, Series
A, Due 2025 (the "Subordinated Debentures") of the Guarantor, to be issued
pursuant to an Indenture (the "Indenture") between the Guarantor and The Bank
of New York, as trustee (the "Debenture Trustee").

1. Each of the Trust and the Guarantor jointly and severally
represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S-3 (File Nos. 33-59953
and 33 59953-01) in respect of the Securities, the Subordinated
Debentures, and the Guarantee (collectively, the "Registered
Securities") has been filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"); such registration statement and any
post-effective amendment thereto, each in the form heretofore
delivered to you and, excluding exhibits thereto but including all
documents incorporated by reference in the prospectus contained
therein, to you for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with
respect to such registration statement or document incorporated by
reference therein has heretofore been filed, or transmitted for
filing, with the Commission; and no stop order suspending the
effectiveness of such registration statement has been issued and no
proceeding for that
<PAGE> 2
purpose has been initiated or threatened by the Commission (any
preliminary prospectus included in such registration statement or
thereafter filed with the Commission pursuant to Rule 424(a) of the
rules and regulations of the Commission under the Act, being
hereinafter called a "Preliminary Prospectus"; the various parts of
such registration statement, including all exhibits thereto and
including (i) the information contained in the form of final
prospectus filed with the Commission pursuant to Rule 424(b) under the
Act in accordance with Section 5(a) hereof and deemed by virtue of
Rule 430A under the Act to be part of the registration statement at
the time it was declared effective and (ii) the documents incorporated
by reference in the prospectus contained in the registration statement
at the time such part of the registration statement became effective,
each as amended at the time such part of the registration statement
became effective, are hereinafter collectively called the
"Registration Statement"; such final prospectus, in the form first
filed pursuant to Rule 424(b) under the Act, is hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or
the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act, as of the date of such Preliminary Prospectus or
Prospectus, as the case may be; and any reference to any amendment or
supplement to any Preliminary Prospectus or the Prospectus shall be
deemed to refer to and include any documents filed after the date of
such Preliminary Prospectus or Prospectus, as the case may be, under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be; and any reference to any amendment to
the Registration Statement shall be deemed to refer to and include any
annual report of the Guarantor filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration
Statement);

(b) No order preventing or suspending the use of any
Preliminary Prospectus has been issued by the Commission, and each
Preliminary Prospectus, at the time of filing thereof, conformed in
all material respects to the requirements of the Act and the rules and
regulations of the Commission thereunder, and did not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in writing
to the Trust or the Guarantor by an Underwriter through Goldman, Sachs
& Co. expressly for use therein;

(c) The documents incorporated by reference in the Prospectus,
when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus or any further
amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Trust or the Guarantor by an
Underwriter through Goldman, Sachs & Co. expressly for use therein;

2
<PAGE> 3
(d) The Registration Statement conforms, and the Prospectus
and any further amendments or supplements to the Registration
Statement or the Prospectus will conform, in all material respects to
the requirements of the Act and the rules and regulations of the
Commission thereunder and do not and will not, (i) as of the
applicable effective date as to the Registration Statement and any
amendment thereto and (ii) as of the applicable filing date as to the
Prospectus and any amendment or supplement thereto, contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon
and in conformity with information furnished in writing to the Trust
or the Guarantor by an Underwriter through Goldman, Sachs & Co.
expressly for use therein;

(e) Neither the Trust nor the Guarantor and its subsidiaries
considered as a whole has sustained since the date of the latest
audited financial statements included or incorporated by reference in
the Prospectus any material loss or interference with its business
from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated
in the Prospectus; and, since the respective dates as of which
information is given in the Registration Statement and the Prospectus,
there has not been any change in the capital stock or long-term debt
of the Guarantor and its subsidiaries considered as a whole or any
material adverse change, or any development involving a prospective
material adverse change, in or affecting the general affairs,
management, financial position, or security holders' equity of the
Trust or the general affairs, management, financial position,
stockholders' equity or results of operations of the Guarantor and its
subsidiaries considered as a whole, otherwise than as set forth in or
contemplated by the Prospectus;

(f) The Trust has been duly created and is validly existing as
a statutory business trust in good standing under the Business Trust
Act of the State of Delaware (the "Delaware "Business Trust Act") with
the power and authority to own property and conduct its business as
described in the Prospectus, and has conducted and will conduct no
business other than the transactions contemplated by this Agreement
and as described in the Prospectus; the Trust is not a party to or
bound by any agreement or instrument other than this Agreement, the
Amended and Restated Trust Agreement between the Guarantor and the
trustees named therein (the "Trustees") and the agreements and
instruments contemplated by the Trust Agreement and the Prospectus;
the Trust has no liabilities or obligations other than those arising
out of the transactions contemplated by this Agreement and the Trust
Agreement and described in the Prospectus; and the Trust is not a
party to or subject to any action, suit or proceeding of any nature;

(g) The Guarantor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of New York, with power and authority (corporate and other) to own its
properties and conduct its business as described in the Prospectus,
and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each
other jurisdiction in which it owns or leases properties, or conducts
any business in an amount that is material to the business of the
Guarantor and its consolidated subsidiaries considered as a whole so
as to require such qualification; each Material Subsidiary (as defined
below) of the Guarantor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation and is duly qualified as a foreign
corporation for the transaction of business and in good standing under
the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification (as used in this Agreement, the term "Material
Subsidiary" means a subsidiary of the Guarantor which is a significant
subsidiary under Rule 1-02 of Regulation S-X of the Commission);

3
<PAGE> 4
(h) The Guarantor has an authorized capitalization as set
forth in the Prospectus; since such date there has been no change in
the consolidated capitalization of the Guarantor and its subsidiaries
otherwise than as set forth in the Prospectus; and all of the
outstanding undivided beneficial interests in the assets of the Trust
have been duly and validly authorized and issued, are fully paid and
non-assessable and conform to the descriptions thereof contained in
the Prospectus; all of the issued shares of capital stock of each
subsidiary of the Guarantor have been duly and validly authorized and
issued, are fully paid and non-assessable and (except for directors'
qualifying shares or as otherwise described in the Prospectus) are
owned directly or indirectly by the Guarantor, free and clear of all
liens, encumbrances, equities and claims;

(i) The Securities have been duly and validly authorized by
the Trust, and, when issued and delivered against payment therefor as
provided herein, will be duly and validly issued and fully paid and
non-assessable undivided beneficial interests in the assets of the
Trust and will conform to the description thereof contained in the
Prospectus; the issuance of the Securities is not subject to
preemptive or other similar rights; the Securities will have the
rights set forth in the Trust Agreement, and the terms of the
Securities are valid and binding on the Trust; the Securities will be
entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware;

(j) The Common Securities have been duly and validly
authorized by the Trust and upon delivery by the Trust to the
Guarantor against payment therefor as described in the Prospectus,
will be duly and validly issued and fully paid and non-assessable
undivided beneficial interests in the assets of the Trust and will
conform to the description thereof contained in the Prospectus; the
issuance of the Common Securities is not subject to preemptive or
other similar rights; and at each Time of Delivery, all of the issued
and outstanding Common Securities of the Trust will be directly owned
by the Guarantor free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity.

(k) The Guarantee, the Subordinated Debentures, the Trust
Agreement and the Indenture (the Guarantee, the Subordinated
Debentures, the Trust Agreement and the Indenture being collectively
referred to as the "Guarantor Agreements") have each been duly
authorized and when validly executed and delivered by the Guarantor
and, in the case of the Guarantee, by the Guarantee Trustee, in the
case of the Trust Agreement, by the Trustees and, in the case of the
Indenture, by the Debenture Trustee, and, in the case of the
Subordinated Debentures, when validly issued by the Guarantor and
validly authenticated and delivered by the Debenture Trustee, will
constitute valid and legally binding obligations of the Guarantor,
enforceable in accordance with their respective terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles; the Subordinated Debentures are entitled to the benefits
of the Indenture; and the Guarantor Agreements will conform to the
descriptions thereof in the Prospectus;

(l) The issue and sale of the Securities and the Common
Securities by the Trust, the compliance by the Trust with all of the
provisions of this Agreement, the purchase of the Subordinated
Debentures by the Trust, and the consummation of the transactions
herein contemplated will not conflict with or result in a breach of
any of the terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Trust is a party or by which the Trust is
bound or to which any of the property or assets of the Trust is
subject, nor will such action result in any violation of the
provisions of the Trust Agreement or any statute or any order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Trust or any of its properties; and no consent,
approval, authorization, order, registration or

4
<PAGE> 5
qualification of or with any such court or governmental agency or body
is required for the issue and sale of the Securities and the Common
Securities by the Trust, the purchase of the Subordinated Debentures
by the Trust or the consummation by the Trust of the transactions
contemplated by this Agreement, except the registration under the Act
and the Exchange Act of the Registered Securities, the qualification
of the Trust Agreement, the Indenture and the Guarantee under the
Trust Indenture Act of 1939, as amended (the "TIA"), and such
consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or Blue Sky laws in
connection with the purchase of the Securities and the distribution of
the Securities by the Underwriters;

(m) The issuance by the Guarantor of the Guarantee, the
compliance by the Guarantor with all of the provisions of this
Agreement, the execution, delivery and performance by the Guarantor of
the Guarantor Agreements, and the consummation of the transactions
herein and therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Guarantor
or any of its Material Subsidiaries is a party or by which the
Guarantor or any of its Material Subsidiaries is bound or to which any
of the property or assets of the Guarantor or any of its Material
Subsidiaries is subject, nor will such action result in any violation
of the provisions of the Certificate of Incorporation or by-laws of
the Guarantor or the charter or by-laws of any of its Material
Subsidiaries or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Guarantor or any of its Material Subsidiaries or any of their
properties; and no consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue of the Guarantee
or the consummation by the Guarantor of the other transactions
contemplated by this Agreement, except the registration under the Act
of the Registered Securities and the qualification of the Trust
Agreement, the Indenture and the Guarantee under the TIA and such
consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or Blue Sky laws in
connection with the purchase of the Securities and distribution of the
Securities by the Underwriters;

(n) Neither the Trust, the Guarantor nor any of the
Guarantor's Material Subsidiaries is in violation of its
organizational documents or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust, loan
agreement, material lease or other material agreement or instrument to
which it is a party or by which it or any of its properties may be
bound;

(o) The statements set forth in the Prospectus under the
captions "Description of the Preferred Securities", "Description of
the Guarantee" and "Description of the Junior Subordinated
Debentures", insofar as they purport to constitute a summary of the
terms of the securities therein described, and under the caption
"Underwriting" (other than statements based on information furnished
by an Underwriter expressly for use therein), insofar as they purport
to describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair; and the statements set forth
in the Prospectus under the caption "United States Taxation", insofar
as they purport to constitute a summary of the laws referred to
therein, are accurate in all material respects;

(p) Other than as set forth in the Prospectus, there are no
legal or governmental proceedings pending to which the Guarantor or
any of the Guarantor's subsidiaries is a party or of which any
property of the Guarantor or any of the Guarantor's subsidiaries is
the subject, other than litigation which, in the opinion of the
Guarantor, will not individually or in the aggregate have a material
adverse effect on the current or future consolidated financial
position, stockholders' equity or results of operations of the
Guarantor and its subsidiaries considered as a whole, and, to the best
of the Guarantor's knowledge, no such

5
<PAGE> 6
proceedings are threatened or contemplated by governmental authorities
or threatened by others;

(q) Neither the Trust nor the Guarantor is, and after giving
effect to the offering and sale of the Securities, neither the Trust
nor the Guarantor will be, an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in
the Investment Company Act of 1940, as amended (the "Investment
Company Act");

(r) Neither the Trust, the Guarantor nor any of the
Guarantor's affiliates does business with the Government of Cuba or
with any person or affiliate located in Cuba within the meaning of
Section 517.075, Florida Statutes;

(s) There are no contracts, agreements or understandings
between the Trust or the Guarantor and any person that grant such
person the right to require the Trust or the Guarantor to file a
registration statement under the Act with respect to any undivided
beneficial interests in the assets of the Trust owned or to be owned
by such person or to require the Trust or the Guarantor to include
such securities in the securities registered pursuant to the
Registration Statement or in any securities being registered pursuant
to any other registration statement filed by the Trust or the
Guarantor under the Act; and

(t) Ernst & Young, who have certified certain financial
statements of the Trust, the Guarantor and the Guarantor's
subsidiaries, are independent public accountants as required by the
Act and the rules and regulations of the Commission thereunder.

2. Subject to the terms and conditions herein set forth, (a) the
Trust and the Guarantor agree that the Trust shall issue and sell to each of
the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Trust, at a purchase price of $25.00 per
preferred security, the number of Firm Securities set forth opposite the name
of such Underwriter in Schedule I hereto and (b) in the event and to the extent
that the Underwriters shall exercise the election to purchase Optional
Securities as provided below, the Trust and the Guarantor agree to issue and
sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase at the purchase price per preferred
security set forth in clause (a) of this Section 2, that portion of the number
of Optional Securities as to which such election shall have been exercised (to
be adjusted by you so as to eliminate fractional preferred securities)
determined by multiplying such number of Optional Securities by a fraction the
numerator of which is the maximum number of Optional Securities which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Securities that all of the Underwriters are entitled to
purchase hereunder.

The Trust and the Guarantor hereby grant to the Underwriters the right
to purchase at their election up to 660,000 Optional Securities, at the
purchase price per Preferred Security set forth in the paragraph above plus
accrued dividends to the date of such purchase, for the sole purpose of
covering overallotments in the sale of the Firm Securities. Any such election
to purchase Optional Securities may be exercised only by written notice from
you to the Guarantor, given within a period of 30 calendar days after the date
of this Agreement, setting forth the aggregate number of Optional Securities to
be purchased and the date on which such Optional Securities are to be
delivered, as determined by you but in no event earlier than the First Time of
Delivery (as defined in Section 4 hereof) or, unless you and the Guarantor
otherwise agree in writing, earlier than two or later than ten business days
after the date of such notice.

As compensation to the Underwriters for their commitments hereunder,
and in view of the fact that the proceeds of the sale of the Securities will be
used by the Trust to purchase the Subordinated Debentures of the Guarantor, the
Guarantor hereby agrees to pay at each Time of Delivery (as defined in Section
4 hereof) to Goldman, Sachs & Co., for the accounts of the several

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<PAGE> 7
Underwriters, an amount equal to $0.7875 per preferred security for the
Securities to be delivered at each Time of Delivery.

3. Upon the authorization by you of the release of the Securities,
the several Underwriters propose to offer the Securities for sale upon the
terms and conditions set forth in the Prospectus.

4. (a) The Securities to be purchased by each Underwriter hereunder,
in definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours'
prior notice to the Guarantor, shall be delivered by or on behalf of the Trust
to Goldman, Sachs & Co., through the facilities of The Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf
of such Underwriter of the purchase price therefor by certified or official
bank check or checks, payable to the order of the Trust in New York Clearing
House (next day) funds. The Trust will cause the certificates representing the
Securities to be made available for checking and packaging at least twenty-four
hours prior to the Time of Delivery (as defined below) with respect thereto at
the office of DTC or its designated custodian (the "Designated Office"). The
time and date of such delivery and payment shall be, with respect to the Firm
Securities, 9:30 a.m., New York time, on , 1995 or such other time and
date as Goldman, Sachs & Co. and the Guarantor may agree upon in writing, and,
with respect to the Optional Securities, 9:30 a.m., New York time, on the date
specified by Goldman, Sachs & Co. in the written notice given by Goldman, Sachs
& Co. of the Underwriters' election to purchase such Optional Securities, or
such other time and date as Goldman, Sachs & Co. and the Guarantor may agree
upon in writing. Such time and date for delivery of the Firm Securities is
herein called the "First Time of Delivery", such time and date for delivery of
the Optional Securities, if not the First Time of Delivery, is herein called
the "Second Time of Delivery", and each such time and date for delivery is
herein called a "Time of Delivery".

At each Time of Delivery, the Guarantor will pay, or cause to be paid,
the commission payable at such Time of Delivery the Underwriters under Section
2 hereof by certified or official bank check or checks, payable to the order of
Goldman, Sachs & Co., in New York Clearing House (next day) funds.

(b) The documents to be delivered at each Time of Delivery by or on
behalf of the parties hereto pursuant to Section 7 hereof, including the
cross-receipt for the Securities and any additional documents requested by the
Underwriters pursuant to Section 7(k) hereof, and the check or checks specified
in subsection (a) above, will be delivered at the offices of White & Case, 1155
Avenue of the Americas, New York, NY 10036 (the "Closing Location"), and the
Securities will be delivered at the Designated Office, all at such Time of
Delivery. A meeting will be held at the Closing Location at 2:00 p.m., New
York City time, on the New York Business Day next preceding such Time of
Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in New York are generally authorized or obligated by
law or executive order to close.

5. The Trust and the Guarantor jointly and severally agree with each
of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to
file such Prospectus pursuant to Rule 424(b) under the Act not later
than the Commission's close of business on the second business day
following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
under the Act; to make no further amendment or any supplement to the
Registration Statement or the Prospectus prior to the last Time of
Delivery which shall be disapproved by you promptly after reasonable
notice thereof; so long as the delivery of a prospectus is required in
connection with the offering or sale of the Securities, to advise you
promptly after it receives notice

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<PAGE> 8
thereof, of the time when any amendment to the Registration Statement
has been filed or becomes effective or any supplement to the
Prospectus or any amended prospectus has been filed and to furnish you
with copies thereof; in the case of the Guarantor, to file promptly
all reports and any definitive proxy or information statements
required to be filed by the Guarantor with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of the Prospectus and for so long as the delivery of a
prospectus is required in connection with the offering or sale of the
Securities; to advise you, promptly after it receives notice thereof,
of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or
prospectus, of the suspension of the qualification of the Registered
Securities for offering or sale in any jurisdiction, of the initiation
or threatening of any proceeding for any such purpose, or of any
request by the Commission for the amending or supplementing of the
Registration Statement or Prospectus or for additional information;
and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any prospectus relating to the
Registered Securities or suspending any such qualification, promptly
to use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may
reasonably request to qualify the Registered Securities for offering
and sale under the securities laws of such jurisdictions as you may
request and to comply with such laws so as to permit the continuance
of sales and dealings therein in such jurisdictions for as long as may
be necessary to complete the distribution of the Securities, provided
that in connection therewith neither the Trust nor the Guarantor shall
be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction;

(c) Prior to 10:00 a.m., New York City time, on the New York
Business Day next succeeding the date of this Agreement and from time
to time, to furnish the Underwriters with copies of the Prospectus, in
New York City in such quantities as you may reasonably request, and,
if the delivery of a prospectus is required at any time prior to the
expiration of nine months after the time of issue of the Prospectus in
connection with the offering or sale of the Securities and if at such
time any event shall have occurred as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made when such Prospectus is delivered, not
misleading, or, if for any other reason it shall be necessary during
such period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus
in order to comply with the Act or the Exchange Act, to notify you and
upon your request to file such document and to prepare and furnish
without charge to each Underwriter and to any dealer in securities as
many copies as you may from time to time reasonably request of an
amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance, and in
case any Underwriter is required to deliver a prospectus in connection
with sales of any of the Securities at any time nine months or more
after the date of the Prospectus, upon your request but at the expense
of such Underwriter, to prepare and deliver to such Underwriter as
many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;

(d) In the case of the Guarantor, to make generally available
to its securityholders as soon as practicable, but in any event not
later than eighteen months after the effective date of the
Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Guarantor and its subsidiaries (which need
not be audited) complying with Section 11(a) of the Act and the rules
and regulations thereunder (including at the option of the Guarantor,
Rule 158 under the Act);

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<PAGE> 9
(e) During the period beginning from the date hereof and
continuing to and including the earlier of (i) the date, after the
First Time of Delivery, on which the distribution of the Securities
ceases, as determined by you, and (ii) 90 days after the First Time of
Delivery, not to offer, sell, contract to sell or otherwise dispose of
any securities, any other beneficial interests of the Trust, or any
preferred securities or any other securities of the Trust or the
Guarantor, as the case may be, that are substantially similar to the
Securities, including the Guarantee, or any securities that are
convertible into or exchangeable for, or that represent the right to
receive securities, preferred securities or any such substantially
similar securities of either the Trust or BFG;

(f) During a period of five years from the effective date of
the Registration Statement, to furnish to you copies of all reports or
other communications (financial or other) furnished to holders of
capital stock of the Guarantor, and to deliver to you (i) as soon as
they are available, copies of any reports and financial statements
furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Trust or the
Guarantor is listed; and (ii) such additional information concerning
the business and financial condition of the Trust as you may from time
to time reasonably request (such financial statements to be on a
consolidated basis to the extent the accounts of the Trust and the
Guarantor and its subsidiaries are consolidated in reports furnished
to their securityholders generally or to the Commission);

(g) In the case of the Guarantor, to issue the Guarantee
concurrently with the issue and sale of the Securities as contemplated
herein;

(h) To use the net proceeds received by it from the sale of
the Securities, in the case of the Trust, and the Subordinated
Debentures, in the case of the Guarantor, pursuant to this Agreement
in the manner specified in the Prospectus under the caption "Use of
Proceeds"; and

(i) To use its best efforts to list, subject to notice of
issuance, the Securities on the New York Stock Exchange.

6. The Guarantor covenants and agrees with the several Underwriters
that it will pay the following: (i) the fees, disbursements and expenses of the
Trust's and the Guarantor's counsel and their accountants in connection with
the registration of the Registered Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and any
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) one-half of the fees,
disbursements and expenses of Richards, Layton & Finger in connection with the
rendering of the opinions required under Section 7(e) of this Agreement and
under Item 601(b)(5) of Regulation S-K, such one-half not to exceed $10,000;
(iii) the cost of printing or producing any Agreement among Underwriters, this
Agreement, the Indenture, the Legal Investment and Blue Sky Memoranda, closing
documents (including compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Registered
Securities; (iv) all expenses in connection with the qualification of the
Registered Securities for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Legal Investment and Blue Sky surveys; (v) any fees charged
by securities rating services for rating the Securities; (vi) the filing fees
incident to securing any required review by the National Association of
Securities Dealers, Inc. of the terms of the sale of the Securities; (vii) the
cost and charges of the transfer agent or registrar; (viii) the cost of
qualifying the Securities with The Depository Trust Company; (ix) all fees and
expenses of the Trustees, the Debenture Trustee and the Guarantee Trustee and
their counsel; (x) all fees and expenses in connection with the listing of the
Securities on the New York Stock Exchange and the cost of registering the
Securities under Section 12 of the

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<PAGE> 10
Exchange Act; (xi) the cost of preparing certificates for the Securities and
the Subordinated Debentures; and (xii) all other costs and expenses incident to
the performance of its obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees
of their counsel, the balance of the fees of Richards, Layton & Finger referred
to in clause (ii) above, stamp, documentary, transfer and similar taxes on
resale of any of the Securities by them, and any advertising expenses connected
with any offers they may make.

7. The obligations of the Underwriters hereunder, as to the
Securities to be delivered at each Time of Delivery, shall be subject, in their
discretion, to the condition that all representations and warranties and other
statements of the Trust and the Guarantor herein are, at and as of such Time of
Delivery, true and correct, the condition that the Trust and the Guarantor
shall have performed all of their obligations hereunder theretofore to be
performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed
for such filing by the rules and regulations under the Act and in
accordance with Section 5(a) hereof; no stop order suspending the
effectiveness of the Registration Statement or any part thereof shall
have been issued and no proceeding for that purpose shall have been
initiated or threatened by the Commission; and all requests for
additional information on the part of the Commission shall have been
complied with to your reasonable satisfaction;

(b) Sullivan & Cromwell, counsel for the Underwriters, shall
have furnished to you such opinion or opinions (a draft of each such
opinion is attached as Annex II(a) hereto), dated such Time of
Delivery, with respect to: the incorporation of the Guarantor and the
formation of the Trust; insofar as the federal laws of the United
States, the laws of the State of New York or the State of Delaware are
concerned, the validity of the Registered Securities and the
Subordinated Debentures; the Registration Statement and the
Prospectus; and other related matters as you may reasonably request;
and such counsel shall have received such papers and information as
they may reasonably request to enable them to pass upon such matters;

(c) Nicholas J. Calise, Esq., Vice President, Associate
General Counsel and Secretary of the Guarantor, shall have furnished
to you his written opinion (a draft of such opinion is attached as
Annex II(b) hereto), dated such Time of Delivery, in form and
substance satisfactory to you, to the effect that:

(i) The Guarantor has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of New York, with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus;

(ii) The Trust is not a party to or bound by any agreement
or instrument other than the Trust Agreement, this Agreement
and the agreements and instruments contemplated by the Trust
Agreement and the Prospectus and the Indenture; and to the
best of such counsel's knowledge, there are no legal or
governmental proceedings to which the Trust is a party or of
which any property of the Trust is the subject and no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others;

(iii) The Guarantor has an authorized capitalization as set
forth in the Registration Statement;

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<PAGE> 11
(iv) The Guarantor Agreements have each been duly
authorized, executed and delivered by the Guarantor and such
Agreements constitute valid and legally binding obligations of
the Guarantor, enforceable in accordance with their respective
terms, subject, as to enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar
laws of general applicability relating to or affecting
creditors' rights and to general equity principles; the
Subordinated Debentures are entitled to the benefits provided
by the Indenture; and the Guarantor Agreements conform in all
material respects to the descriptions thereof in the
Prospectus;

(v) The Guarantor has been duly qualified as a foreign
corporation for the transaction of business and is in good
standing under the laws of each jurisdiction in the United
States other than New York in which it owns or leases plants
or other major real property (such counsel being entitled to
rely in respect of the opinion in this clause upon opinions of
local counsel and in respect of matters of fact upon
certificates of officers of the Guarantor, provided that such
counsel shall state that he believes that both you and he are
justified in relying upon such opinions and certificates);

(vi) Each Material Subsidiary of the Guarantor has been
duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of
incorporation; all of the issued shares of capital stock of
each such Material Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable, and
(except for directors' qualifying shares or as otherwise
described in the Prospectus) are owned directly or indirectly
by the Guarantor, free and clear of all liens, encumbrances,
equities or claims;

(vii) To the best of such counsel's knowledge, there are no
legal or governmental proceedings pending to which the
Guarantor or any of its subsidiaries is a party or of which
any property of the Guarantor or any of its subsidiaries is
the subject, other than as set forth in the Prospectus and
other than litigation which in the aggregate is not material
to the Guarantor and its subsidiaries considered as a whole;
and, to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others;

(viii) This Agreement has been duly authorized, executed and
delivered by the Guarantor;

(ix) The issue and sale by the Trust of the Securities
being delivered at such Time of Delivery, the compliance by
the Trust with all of the provisions of this Agreement, the
purchase by the Trust of the Subordinated Debentures and the
consummation of the transactions contemplated herein and in
the Trust Agreement will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument known to such
counsel to which the Trust is a party or by which the Trust is
bound or to which any of the property or assets of the Trust
is subject;

(x) The issuance by the Guarantor of the Guarantee and
the Subordinated Debentures, the compliance by the Guarantor
with all of the provisions of this Agreement, the execution,
delivery and performance by the Guarantor of the Guarantor
Agreements and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a
breach of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust,

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<PAGE> 12
loan agreement or other agreement or instrument known
to such counsel to which the Guarantor or any of its Material
Subsidiaries is a party or by which the Guarantor or any of
its Material Subsidiaries is bound or to which any of the
property or assets of the Guarantor or any of its Material
Subsidiaries is subject, nor will such action result in any
violation of the provisions of the Guarantor's Certificate of
Incorporation or by-laws or any statute or any order, rule or
regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Guarantor or any
of its Material Subsidiaries or any of their properties;

(xi) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue of the
Guarantee or the consummation by the Guarantor of the
transactions contemplated herein and in the Guarantor
Agreements, except the registration under the Act of the
Registered Securities, the qualification of the Trust
Agreement, the Indenture and the Guarantee under the TIA, and
such consents, approvals, authorizations, registrations or
qualifications as have been obtained or may be required under
state securities or Blue Sky laws in connection with the
purchase of the Securities and the distribution of the
Securities by the Underwriters;

(xii) Neither the Trust, the Guarantor nor any of the
Guarantor's Material Subsidiaries is in violation of its
organizational documents or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any indenture, mortgage, deed of trust,
loan agreement, material lease or other material agreement or
instrument to which it is a party or by which it or any of its
properties may be bound;

(xiii) The statements set forth in the Prospectus under the
captions "Description of the Preferred Securities",
"Description of the Guarantee" and "Description of the Junior
Subordinated Debentures", insofar as they purport to
constitute a summary of the terms of the securities therein
described, and under the caption "Underwriting" (other than
statements based on information furnished by an Underwriter
expressly for use therein), insofar as they purport to
describe the provisions of the laws and documents referred to
therein, are accurate, complete and fair in all material
respects;

(xiv) Neither the Trust nor the Guarantor is an "investment
company" or an entity "controlled" by an "investment company"
required to be registered under the Investment Company Act;
and

(xv) The documents incorporated by reference in the
Prospectus or any further amendment or supplement thereto made
by the Trust or the Guarantor prior to such Time of Delivery
(other than the financial statements and related schedules
therein, as to which such counsel need express no opinion),
when they became effective or were filed with the Commission,
as the case may be, complied as to form in all material
respects with the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission
thereunder; and such counsel has no reason to believe that any
of such documents, when such documents became effective or
were so filed, as the case may be, contained, in the case of a
registration statement which became effective under the Act,
an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading, or, in the case of
other documents which were filed under the Exchange Act with
the Commission, an untrue statement of a material fact or
omitted to state a material fact necessary in

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<PAGE> 13
order to make the statements therein, in the light of the
circumstances under which they were made when such documents
were so filed, not misleading;

In rendering such opinion, such counsel may state that his
opinion is limited to the laws of the States of Ohio and New York and the
federal laws of the United States.

(d) White & Case, special counsel for the Trust and the
Guarantor, shall have furnished to you their written opinion (a draft of such
opinion is attached as Annex II(c) hereto), dated such Time of Delivery, in
form and substance satisfactory to you, to the effect that:

(i) Such firm confirms its opinion set forth in the
Prospectus under the caption "United States Taxation"; and

(ii) The Registration Statement and the Prospectus and
any further amendments and supplements thereto made by the
Trust or the Guarantor prior to such Time of Delivery (other
than the financial statements and related schedules therein,
as to which such counsel need express no opinion) comply as to
form in all material respects with the requirements of the Act
and the rules and regulations thereunder; although such
counsel does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus except for those
referred to in the opinions in Subsection (xv) of Section
7(c) and Subsection (i) of Section 7(d), such counsel has no
reason to believe that, as of its effective date, the
Registration Statement or any further amendment thereto made
by the Trust or the Guarantor prior to such Time of Delivery
(other than the financial statements and related schedules and
other financial data contained or incorporated by reference
therein, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading or
that, as of its date, the Prospectus or any further amendment
or supplement thereto made by the Trust prior to such Time of
Delivery (other than the financial statements and related
schedules and other financial data contained or incorporated
by reference therein, as to which such counsel need express
no opinion) contained an untrue statement of a material fact
or omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading or that, as of such Time
of Delivery either the Registration Statement or the
Prospectus or any further amendment or supplement thereto made
by the Trust or the Guarantor prior to such Time of Delivery
(other than the financial statements and related schedules and
other financial data contained or incorporated by reference
therein, as to which such counsel need express no opinion)
contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading; and such counsel does not know of any
amendment to the Registration Statement required to be filed
or of any contracts or other documents of a character required
to be filed as an exhibit to the Registration Statement or
required to be incorporated by reference into the Prospectus
or required to be described in the Registration Statement or
the Prospectus which are not filed or incorporated by
reference or described as required.

In rendering such opinion, such counsel may state that their
opinion is limited to the laws of the State of New York, and the federal law of
the United States.

(e) Richards, Layton & Finger, special Delaware Counsel to the
Trust and the Guarantor, shall have furnished to you, the Guarantor and the
Trust their written opinion (a

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<PAGE> 14
draft of such opinion is attached as Annex II(d) hereto), dated such
Time of Delivery, in form and substance satisfactory to you, to the
effect that

(i) The Trust has been duly created and is validly
existing as a statutory business trust in good standing under
the Delaware Business Trust Act with the power and authority to
own property and conduct its business as described in the
prospectus;

(ii) All of the outstanding undivided beneficial
interests in the assets of the Trust have been duly and validly
authorized and issued, are fully paid and non-assessable and
conform in all material respects to the descriptions thereof
contained in the Prospectus;

(iii) The Securities have been duly and validly
authorized by the Trust, and, when issued and delivered against
payment therefor as provided herein, will be duly and validly
issued, fully paid and non-assessable and will conform to the
description thereof contained in the Prospectus; the Securities
have the rights set forth in the Trust Agreement and the terms
of the Securities are valid and binding on the Trust;

(iv) This Agreement has been duly authorized,
executed and delivered by the Trust;

(v) The issue and sale by the Trust of the
Securities being delivered at such Time of Delivery, the
compliance by the Trust with all of the provisions of this
Agreement, the purchase by the Trust of the Subordinated
Debentures and the consummation of the transactions
contemplated herein and in the Trust Agreement will not result
in any violation of the provisions of the Trust Agreement or
certificate of trust of the Trust or any statute or any order,
rule or regulation known to such counsel of any court or
governmental agency or body having jurisdiction over the Trust
or any of its properties; and

(vi) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale
of the Securities and the Common Securities by the Trust, the
purchase of the Subordinated Debentures by the Trust or the
consummation by the Trust of the transactions contemplated by
this Agreement, except the registration under the Act and the
Exchange Act of the Registered Securities, the qualification of
the Trust Agreement, the Indenture and the Guarantee under the
Trust Indenture Act of 1939, as amended (the "TIA") and such
consents, approvals, authorizations, registrations or
qualifications as have been obtained or may be required under
state securities or Blue Sky laws in connection with the
purchase of the Securities and the distribution of the
Securities by the Underwriters.

(f) On the date of the Prospectus at a time prior
to the execution of this Agreement, at 9:30 a.m., New York City time,
on the effective date of any post-effective amendment to the
Registration Statement filed subsequent to the date of this Agreement
(other than any post-effective amendment filed to remove from
registration any of the Registered Securities which remain unsold at
the termination of the offering under this Agreement) and also at such
Time of Delivery, Ernst & Young shall have furnished to you a letter
or letters, dated the respective dates of delivery thereof, in form
and substance satisfactory to you, to the effect set forth in Annex I
hereto (the executed copy of the letter delivered prior to the
execution of this Agreement is attached as Annex I(a) hereto and a
draft of the form of letter to be delivered on the effective date of
any post-effective amendment to the Registration Statement and as of
each Time of Delivery is attached as Annex I(b) hereto);

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(g) The Trust Agreement, the Guarantee and the Indenture shall have been
executed and delivered, in each case in a form reasonably satisfactory to you;

(h) (i) Neither the Trust nor the Guarantor and its subsidiaries
considered as a whole shall have sustained since the date of the latest
audited financial statements included or incorporated by reference in the
Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have been any
change in the capital stock or long-term debt of the Guarantor and its
subsidiaries considered as a whole or any change, or any development involving
a prospective change, in or affecting the general affairs, management,
financial position or securityholder's equity of the Trust or the general
affairs, management, consolidated financial position, stockholders' equity or
results of operations of the Guarantor and its subsidiaries considered as a
whole, otherwise than as set forth or contemplated in the Prospectus, the
effect of which, in any such case described in Clause (i) or (ii), is in your
judgment so material and adverse as to make it impracticable or inadvisable to
proceed with the public offering of the Securities or the delivery of the
Securities being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

(i) On or after the date hereof (i) no downgrading shall have occurred
in the rating accorded the Securities or any of the Guarantor's debt securities
or preferred stock by any "nationally recognized statistical rating
organization," as that term is defined by the Commission for purposes of Rule
436(g)(2) under the Act, and (ii) no such organization shall have publicly
announced that it has under surveillance or review, with possible negative
implications, its rating of the Securities or any of the Guarantor's debt
securities or preferred stock;

(j) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange; (ii) a suspension or material
limitation in trading in the Guarantor's securities on the New York Stock
Exchange; (iii) a general moratorium on commercial banking activities in New
York declared by either Federal or New York State authorities; or (iv) the
outbreak or escalation of hostilities involving the United States or the
declaration by the United States of a national emergency or war, if the effect
of any such event specified in this Clause (iv) in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the
public offering of the Securities or the delivery of the Securities being
delivered at such Time of Delivery on the terms and in the manner contemplated
in the Prospectus;

(k) The Securities to be sold by the Trust at such Time of Delivery
shall have been duly listed, subject to notice of issuance, on the New York
Stock Exchange; and

(l) The Trust and the Guarantor shall have furnished or caused to be
furnished to you at such Time of Delivery certificates of officers of the
Guarantor and the Trust satisfactory to you, as to the accuracy of the
representations and warranties of the Trust and the Guarantor herein at and as
of such Time of Delivery, as to the performance by the Trust and the Guarantor
of all of their obligations hereunder to be performed at or prior to such Time
of Delivery, as to the matters set forth in subsections (a) and (g) of this
Section and as to such other matters as you may reasonably request.

(m) The Company shall have used its best efforts to comply with the
provisions of Section 5(c) hereof with respect to the furnishing of
prospectuses on the New York Business Day next succeeding the date of this
Agreement.

15
<PAGE> 16
8. (a) The Trust and the Guarantor will jointly and severally
indemnify and hold harmless each Underwriter against any losses, claims,
damages or liabilities, joint or several, to which such Underwriter may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, the Registration Statement or the Prospectus, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that
neither the Trust nor the Guarantor shall be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Trust or the Guarantor by
any Underwriter through Goldman, Sachs & Co. expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the
Trust and the Guarantor against any losses, claims, damages or liabilities to
which the Trust or the Guarantor may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement, or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Trust or the Guarantor by such Underwriter through Goldman,
Sachs & Co. expressly for use therein; and will reimburse the Trust and the
Guarantor for any legal or other expenses reasonably incurred by the Trust or
the Guarantor in connection with investigating or defending any such action or
claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under such subsection. In case any such
action shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the written consent of the indemnified party,
effect the settlement or compromise of, or consent to the entry of any judgment
with respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and

16
<PAGE> 17
(ii) does not include a statement as to, or an admission of, fault, culpability
or a failure to act by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Trust and the Guarantor on the one hand
and the Underwriters on the other from the offering of the Securities. If,
however, the allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall
contribute to such amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of the Trust and the Guarantor on the one hand and the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Trust and the Guarantor on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as (i)
the total proceeds from the offering (before deducting expenses) received by
the Trust less the total underwriting compensation paid by the Guarantor bear
to (ii) the total underwriting compensation received by the Underwriters, in
each case as set forth in, or in footnotes to, the table on the cover page of
the Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Trust and the Guarantor on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission. The Trust, the Guarantor and the Underwriters agree that it would
not be just and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
subsection (d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages or liabilities (or actions in respect thereof)
referred to above in this subsection (d) shall be deemed to include any legal
or other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim. Notwithstanding the
provisions of this subsection (d), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) The obligations of the Trust and the Guarantor under this
Section 8 shall be in addition to any liability which the Trust and the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
8 shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Trust or the Guarantor and to each person, if any,
who controls the Trust or the Guarantor within the meaning of the Act.

9. (a) If any Underwriter shall default in its obligation to
purchase the Securities which it has agreed to purchase hereunder at a Time of
Delivery, you may in your discretion arrange for you or another party or other
parties to purchase such Securities on the terms contained herein. If within

17
<PAGE> 18
thirty-six hours after such default by any Underwriter you do not arrange for
the purchase of such Securities, then the Trust and the Guarantor shall be
entitled to a further period of thirty-six hours within which to procure
another party or other parties satisfactory to you to purchase such Securities
on such terms. In the event that, within the respective prescribed periods,
you notify the Trust and the Guarantor that you have so arranged for the
purchase of such Securities, or the Trust or the Guarantor notifies you that it
has so arranged for the purchase of such Securities, you or the Trust and the
Guarantor shall have the right to postpone such Time of Delivery for a period
of not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Trust and the Guarantor agree to file
promptly any amendments to the Registration Statement or the Prospectus which
in your opinion may thereby be made necessary. The term "Underwriter" as used
in this Agreement shall include any person substituted under this Section with
like effect as if such person had originally been a party to this Agreement
with respect to such Securities.

(b) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by you
and the Trust and the Guarantor as provided in subsection (a) above, the
aggregate number of such Securities which remains unpurchased does not exceed
one-eleventh of the aggregate number of all the Securities to be purchased at
such Time of Delivery, then the Trust and the Guarantor shall have the right to
require each non-defaulting Underwriter to purchase the number of shares which
such Underwriter agreed to purchase hereunder at such Time of Delivery and, in
addition, to require each non-defaulting Underwriter to purchase its pro rata
share (based on the number of Securities which such Underwriter agreed to
purchase hereunder) of the Securities of such defaulting Underwriter or
Underwriters for which such arrangements have not been made; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the
purchase of the Securities of a defaulting Underwriter or Underwriters by you
and the Trust and the Guarantor as provided in subsection (a) above, the
aggregate number of such Securities which remains unpurchased exceeds
one-eleventh of the aggregate number of all the Securities to be purchased at
such Time of Delivery, or if the Trust and the Guarantor shall not exercise the
right described in subsection (b) above to require non-defaulting Underwriters
to purchase Securities of a defaulting Underwriter or Underwriters, then this
Agreement (or, with respect to the Second Time of Delivery, the obligations of
the Underwriters to purchase and of the Trust and the Guarantor to sell the
Optional Securities) shall thereupon terminate, without liability on the part
of any non-defaulting Underwriter, the Trust or the Guarantor, except for the
expenses to be borne by the Trust, the Guarantor and the Underwriters as
provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter
from liability for its default.

10. The respective indemnities, agreements, representations,
warranties and other statements of the Trust, the Guarantor and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them,
respectively, pursuant to this Agreement, shall remain in full force and
effect, regardless of any investigation (or any statement as to the results
thereof) made by or on behalf of any Underwriter or any controlling person of
any Underwriter, or the Trust, the Guarantor or any officer or director or
controlling person of the Trust or the Guarantor, and shall survive delivery of
and payment for the Securities.

11. If this Agreement shall be terminated pursuant to Section
9 hereof, neither the Trust nor the Guarantor shall then be under any liability
to any Underwriter except as provided in Section 6 and Section 8 hereof; but
if, for any other reason, any Securities are not delivered by or on behalf of
the Trust as provided herein, the Trust and the Guarantor will reimburse the
Underwriters through you for all out-of-pocket expenses approved in writing by
you, including fees and disbursements of counsel, reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Securities not so delivered, but the Trust and the Guarantor shall then be
under no

18
<PAGE> 19
further liability to any Underwriter in respect of the Securities not so
delivered except as provided in Section 6 and Section 8 hereof.

12. In all dealings hereunder, you shall act on behalf of
each of the Underwriters, and the parties hereto shall be entitled to act and
rely upon any statement, request, notice or agreement on behalf of any
Underwriter made or given by you.

All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by
mail, telex or facsimile transmission to you as the representatives in care of
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, Attention:
Registration Department; and if to the Trust or the Guarantor by mail to it at
the address of the Trust or the Guarantor set forth in the Registration
Statement, Attention: Secretary; provided, however that any notice to an
Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in
its Underwriters' Questionnaire, or telex constituting such Questionnaire,
which address will be supplied to the Trust and the Guarantor by you upon
request. Any such statements, requests, notices or agreements shall take effect
upon receipt thereof.

13. This Agreement shall be binding upon, and inure solely to
the benefit of, the Underwriters, the Trust, the Guarantor and, to the extent
provided in Sections 8 and 10 hereof, the officers and directors of the
Guarantor or the Trust and each person who controls the Trust, the Guarantor or
any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person shall acquire or have any right
under or by virtue of this Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.

14. Time shall be of the essence of this Agreement. As used
herein, the term "business day" shall mean any day when the Commission's office
in Washington, D.C. is open for business.

15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement may be executed by any one or more of the
parties hereto in any number of counterparts, each of which shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.

If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon the acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof shall constitute a binding agreement between each of the
Underwriters, on the one hand, and the Trust and the Guarantor, on the other.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement
among Underwriters, the form of which shall be submitted to the Trust

19
<PAGE> 20
and the Guarantor for examination upon request, but without warranty on your
part as to the authority of the signers thereof.

Very truly yours,

BFGoodrich Capital

By: The B.F. Goodrich Company,
as Depositor

By:____________________________
Name:
Title:

The B.F.Goodrich Company

By:____________________________
Name:
Title:
Accepted as of the date hereof:

_____________________________________
(Goldman, Sachs & Co.)
On behalf of each of the Underwriters

20
<PAGE> 21
<TABLE>
SCHEDULE I
<CAPTION>
Number of Optional
Securities to be
Total Number of Purchased if
Firm Securities Maximum Option
Underwriter to be Purchased Exercised
----------- --------------- -------------------
<S> <C> <C>
Goldman, Sachs & Co. . . . . . . . . . . . . . . . . . . .

--------- -----------
Total . . . . . . . . . . . . . . . . . . 4,400,000 660,000
=========== ===========
</TABLE>

21
<PAGE> 22
ANNEX I

[Form of letter of Ernst & Young
to be delivered pursuant to Section 7(f)]

Pursuant to Section 7(f) of the Underwriting Agreement, the
accountants shall furnish letters to the Underwriters to the effect that:

(i) They are independent certified public accountants with
respect to the Guarantor and its subsidiaries within the meaning of
the Act and the applicable published rules and regulations thereunder;

(ii) In their opinion, the financial statements and any
supplementary financial information and schedules (and, if applicable,
financial forecasts and/or pro forma financial information) examined
by them and included or incorporated by reference in the Registration
Statement or the Prospectus comply as to form in all material respects
with the applicable accounting requirements of the Act or the Exchange
Act, as applicable, and the related published rules and regulations
thereunder; and, if applicable, they have made a review in accordance
with standards established by the American Institute of Certified
Public Accountants of the unaudited consolidated interim financial
statements, selected financial data, pro forma financial information,
financial forecasts and/or condensed financial statements derived from
audited financial statements of the Guarantor for the periods
specified in such letter, as indicated in their reports thereon,
copies of which have been separately furnished to the representatives
of the Underwriters (the "Representatives");

(iii) They have made a review in accordance with standards
established by the American Institute of Certified Public Accountants
of the unaudited condensed consolidated statements of income,
consolidated balance sheets and consolidated statements of cash flows
included in the Prospectus and/or included in the Guarantor's
quarterly report on Form 10-Q incorporated by reference into the
Prospectus as indicated in their reports thereon copies of which have
been separately furnished to the Representatives and on the basis of
specified procedures including inquiries of officials of the Guarantor
who have responsibility for financial and accounting matters regarding
whether the unaudited condensed consolidated financial statements
referred to in paragraph (vi)(A)(i) below comply as to form in all
material respects with the applicable accounting requirements of the
Act and the Exchange Act and the related published rules and
regulations, nothing came to their attention that caused them to
believe that the unaudited condensed consolidated financial statements
do not comply as to form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and the
related published rules and regulations;

(iv) The unaudited selected financial information with respect to
the consolidated results of operations and financial position of the
Guarantor for the five most recent fiscal years included in the
Prospectus and included or incorporated by reference in Item 6 of the
Guarantor's Annual Report on Form 10-K for the most recent fiscal year
agrees with the corresponding amounts (after restatement where
applicable) in the audited consolidated financial statements for such
five fiscal years which were included or incorporated by reference in
the Guarantor's Annual Reports on Form 10-K for such fiscal years;

(v) They have compared the information in the Prospectus under
selected captions with the disclosure requirements of Regulation S-K
and on the basis of limited procedures specified in such letter
nothing came to their attention as a result of the foregoing
procedures that caused

22
<PAGE> 23
them to believe that this information does not conform in all material
respects with the disclosure requirements of Items 301, 302 and 503(d)
respectively, of Regulation S-K;

(vi) On the basis of limited procedures, not constituting an
examination in accordance with generally accepted auditing standards,
consisting of a reading of the unaudited financial statements and
other information referred to below, a reading of the latest available
interim financial statements of the Guarantor and its subsidiaries,
inspection of the minute books of the Guarantor and its subsidiaries
since the date of the latest audited financial statements included or
incorporated by reference in the Prospectus, inquiries of officials of
the Guarantor and its subsidiaries responsible for financial and
accounting matters and such other inquiries and procedures as may be
specified in such letter, nothing came to their attention that caused
them to believe that:

(A) (i) the unaudited condensed consolidated
statements of income, consolidated balance sheets and
consolidated statements of cash flows included in the
Prospectus and/or incorporated by reference in the Guarantor's
Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act and the related published rules and regulations
or (ii) any material modifications should be made to the
unaudited consolidated statements of income, consolidated
balance sheet and consolidated statements of cash flows
included in the Prospectus or included in the Guarantor's
Quarterly Reports on Form 10-Q incorporated by reference in
the Prospectus, for them to be in conformity with generally
accepted accounting principles;

(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated
financial statements included or incorporated by reference in
the Guarantor's Annual Report on Form 10-K for the most recent
fiscal year;

(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived the
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited financial statements included or
incorporated by reference in the Guarantor's Annual Report on
Form 10-K for the most recent fiscal year;

(D) any unaudited pro forma consolidated condensed
financial statements included or incorporated by reference in
the Prospectus do not comply as to form in all material
respects with the applicable accounting requirements of the
Act and the published rules and regulations thereunder or the
pro forma adjustments have not been properly applied to the
historical amounts in the compilation of those statements;

(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock (other than issuances of
capital stock upon exercise of options and stock appreciation
rights, upon earn-outs of performance shares and upon
conversions of convertible securities, in each case which were
outstanding on the date of the latest balance sheet included
or incorporated by reference in the Prospectus), or any
increase in the consolidated long-term debt of the Guarantor
and its subsidiaries, or any decreases in consolidated net
current assets or stockholders' equity or other items
specified by the Representatives, or any increases

23
<PAGE> 24
in any items specified by the Representatives, in each case as
compared with amounts shown in the latest balance sheet
included or incorporated by reference in the Prospectus,
except in each case for changes, increases or decreases which
the Prospectus discloses have occurred or may occur or which
are described in such letter; and

(F) for the period from the date of the latest
financial statements included or incorporated by reference in
the Prospectus to the specified date referred to in Clause (E)
there were any decreases in consolidated net revenue or other
items specified by the Representatives, or any increases in
any items specified by the Representatives, in each case as
compared with the comparable period in the preceding year and
with any other period of corresponding length specified by the
Representatives, except in each case for increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter; and

(vii) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the
limited procedures, inspection of minute books, inquiries and other
procedures referred to in paragraphs (iii), (iv), (v) and (vi) above,
they have carried out certain specified procedures, not constituting
an examination in accordance with generally accepted auditing
standards, with respect to certain amounts, percentages and financial
information specified by the Representatives which are derived from
the general accounting records of the Guarantor and its subsidiaries,
which appear in the Prospectus (excluding documents incorporated by
reference) or in Part II of, or in exhibits and schedules to, the
Registration Statement specified by the Representatives or in
documents incorporated by reference in the Prospectus specified by the
Representatives, and have compared certain of such amounts,
percentages and financial information with the accounting records of
the Guarantor and its subsidiaries and have found them to be in
agreement.

All references in this Annex I to the Prospectus shall be deemed to
refer to the Prospectus (including the documents incorporated by reference
therein) as defined in the Underwriting Agreement as of the date of the letter
delivered on the date of the Underwriting Agreement and to the Prospectus as
amended or supplemented (including all documents incorporated by reference
therein) for the purposes of the letter delivered either (i) on the effective
date of any post-effective amendment to the Registration Statement filed
subsequent to the date of the Underwriting Agreement or (ii) at each Time of
Delivery, as the case may be.

<PAGE> 1
S&C Draft of June 27, 1995

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

AMENDED AND RESTATED

TRUST AGREEMENT

between

THE B.F.GOODRICH COMPANY, as Depositor

and

THE BANK OF NEW YORK
THE BANK OF NEW YORK (DELAWARE)

_____________________

and

____________________, as Trustees

Dated as of _________ __, 1995

BFGOODRICH CAPITAL

================================================================================
<PAGE> 2
<TABLE>
BFGoodrich Capital

Certain Sections of this Trust Agreement relating to
Sections 310 through 318 of the
Trust Indenture Act of 1939:

<CAPTION>
Trust Indenture Trust Agreement
ACT SECTION Section
- --------------- ---------
<S> <C> <C>
Section 310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . 8.07
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . 8.09
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.08
Section 311(a) . . . . . . . . . . . . . . . . . . . . . . . . 8.13
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.13
Section 312(a) . . . . . . . . . . . . . . . . . . . . . . . . 5.07
(b) . . . . . . . . . . . . . . . . . . . . . . . . 5.07
(c) . . . . . . . . . . . . . . . . . . . . . . . . 5.07
Section 313(a) . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a)
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.14(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 8.14(a), 8.14(b)
Section 314(a) . . . . . . . . . . . . . . . . . . . . . . . . 8.15
(b) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . 8.16
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . 8.16
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . 8.16
(d) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 315(a) . . . . . . . . . . . . . . . . . . . . . . . . 8.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . 8.02, 8.14(b)
(c) . . . . . . . . . . . . . . . . . . . . . . . . 8.01(a)
(d) . . . . . . . . . . . . . . . . . . . . . . . . 8.01, 8.03
(e) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 316(a) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
Section 317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . 5.09
Section 318(a) . . . . . . . . . . . . . . . . . . . . . . . . 10.10

- --------------

<FN>
Note: This reconciliation and tie shall not, for any purpose,
be deemed to be a part of the Trust Agreement.
</TABLE>

<PAGE> 3
<TABLE>
TABLE OF CONTENTS

<CAPTION>
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ARTICLE I.

Defined Terms

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II.

Establishment of the Trust

Section 2.01. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.02. Office of the Delaware Trustee; Principal Place of Business . . . . . . . . . . . . . . 11
Section 2.03. Initial Contribution of Trust Property; Organizational Expenses . . . . . . . . . . . . 12
Section 2.04. Issuance of the Preferred Securities . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2.05. Subscription and Purchase of Debentures; Issuance of the Common Securities . . . . . . 12
Section 2.06. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.07. Authorization to Enter into Certain Transactions . . . . . . . . . . . . . . . . . . . 13
Section 2.08. Assets of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.09. Title to Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE III.

Payment Account

Section 3.01. Payment Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE IV.

Distributions; Redemption

Section 4.01. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.02. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.03. Subordination of Common Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4.04. Payment Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 4.05. Tax Returns and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

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<TABLE>
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ARTICLE V.

Trust Securities Certificates

Section 5.01. Initial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.02. The Trust Securities Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.03. Execution of Trust Securities Certificates . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.04. Registration of Transfer and Exchange of Preferred Securities Certificates . . . . . . . 24
Section 5.05. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates . . . . . . . . . . . 25
Section 5.06. Persons Deemed Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 5.07. Access to List of Securityholders' Names and Addresses . . . . . . . . . . . . . . . . . 25
Section 5.08. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.09. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.10. Ownership of Common Securities by Depositor . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.11. Book-Entry Preferred Securities Certificates; Common Securities Certificate . . . . . . . 27
Section 5.12 Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.13. Definitive Preferred Securities Certificates . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.14. Rights of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE VI.

Acts of Securityholders; Meetings; Voting

Section 6.01. Limitations on Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.02. Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 6.03. Meetings of Preferred Security-holders . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.05. Proxies, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 6.06. Securityholder Action by Written Consent . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.07. Record Date for Voting and Other Purposes . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.08. Acts of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 6.09. Inspection of Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

-ii-

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<TABLE>
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ARTICLE VII.

Representations and Warranties of the Bank
and the Trustees

ARTICLE VIII.

The Trustees

Section 8.01. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . 37
Section 8.02. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.03. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.04. Not Responsible for Recitals or Issuance of Securities . . . . . . . . . . . 40
Section 8.05. May Hold Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.06. Compensation; Fees; Indemnity . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 8.07. Corporate Trustee Required; Eligibility of Trustees . . . . . . . . . . . . . 41
Section 8.08. Conflicting Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 8.09. Co-Trustees and Separate Trustee . . . . . . . . . . . . . . . . . . . . . . 42
Section 8.10. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . 44
Section 8.11. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . 45
Section 8.12. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . 46
Section 8.13. Preferential Collection of Claims Against Depositor or Trust . . . . . . . . 46
Section 8.14. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 8.15. Periodic Reports to the Property Trustee . . . . . . . . . . . . . . . . . . 47
Section 8.16. Evidence of Compliance with Conditions Precedent . . . . . . . . . . . . . . 48
Section 8.17. Number of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 8.18. Delegation of Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE IX.

Termination and Liquidation

Section 9.01. Termination Upon Expiration Date . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.02. Early Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 9.03. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 9.04. Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
</TABLE>

-iii-

<PAGE> 6
<TABLE>
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ARTICLE X.

Miscellaneous Provisions

Section 10.01. Guarantee by the Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.02. Limitation of Rights of Securityholders . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.04. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 10.05. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.06. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.07. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.08. Notice and Demand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.09. Agreement Not to Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . 55

Exhibit A Certificate of Trust
Exhibit B Form of Certificate Depository Agreement
Exhibit C Form of Common Securities Certificate
Exhibit D Form of Expense Agreement
Exhibit E Form of Preferred Securities Certificate
</TABLE>

-iv-

<PAGE> 7

AMENDED AND RESTATED TRUST AGREEMENT, dated as of ___________ __, 1995, among
(i) The B.F.Goodrich Company, a New York corporation (the "Depositor" or
"BFG"), (ii) The Bank of New York, a banking corporation duly organized and
existing under the laws of New York, as trustee (the "Property Trustee" and, in
its separate corporate capacity and not in its capacity as Trustee, the
"Bank"), (iii) The Bank of New York (Delaware), a banking corporation duly
organized under the laws 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) Scott Kuechle, an individual, John
Shamanis, an individual, and Thomas E. Williams, an individual each of whose
address is c/o The B.F.Goodrich Company, 3925 Embassy Parkway, Akron, Ohion
44333-1799 (each an "Administrative Trustee" and together 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.

WITNESSETH:
----------

WHEREAS, the Depositor, the Bank and the Delaware Bank 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, filed as of
June 1, 1995 (the "Original Trust Agreement"), and by the execution and filing
by the Property Trustee and the Delaware Trustee with the Secretary of State of
the State of Delaware of the Certificate of Trust, dated May 31, 1995, attached
as Exhibit A; and

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

NOW THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the sufficiency of which
is hereby

<PAGE> 8
acknowledged, each party, for the benefit of the other party and for the
benefit of the Securityholders, hereby amends and restates the Original Trust
Agreement in its entirety and agrees as follows:

ARTICLE I.

Defined Terms

Section 1.01. DEFINITIONS. For all purposes of this Trust Agreement,
except as otherwise expressly provided or unless the context otherwise
requires:

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

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

(c) 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 6.08.

"ADDITIONAL AMOUNT" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Subordinated Indenture) paid by the Depositor on a Like Amount
of Debentures for such period.

"ADMINISTRATIVE TRUSTEE" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in
their capacities as Administrative Trustees of the Trust formed hereunder and
not in their individual capacities, or such trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

"AFFILIATE" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with

<PAGE> 9
such specified Person. For the purposes of this definition, "control" when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"BANK" has the meaning specified in the preamble to this Trust Agreement.

"BANKRUPTCY EVENT" means, with respect to any Person:

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

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

"BANKRUPTCY LAWS" has the meaning specified in Section 10.09.

"BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board

-3-

<PAGE> 10
of Directors or a duly authorized committee thereof and to be in full force and
effect on the date of such certification, and delivered to the Trustee.

"BOOK ENTRY PREFERRED SECURITIES CERTIFICATES" means a beneficial interest
in the Preferred Securities Certificates, ownership and transfers of which
shall be made through book entries by a Clearing Agency as described in Section
5.11.

"BUSINESS DAY" means a day other than (x) a Saturday or a Sunday, (y) a day
on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (z) a day on which the Property Trustee's
Corporate Trust Office or the Debenture Trustee's principal corporate trust
office is closed for business.

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

"CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
The Depository Trust Company will be the initial Clearing Agency.

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

"CLOSING DATE" means the First Time of Delivery as defined in the
Underwriting Agreement, which date is also the date of execution and delivery
of this Trust Agreement.

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

"COMMISSION" means the Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, 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.

-4-

<PAGE> 11
"COMMON SECURITY" means an ownership interest in the Trust having a
Liquidation Amount of $25 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 C.

"CORPORATE TRUST OFFICE" means the principal office of the Property Trustee
located in New York, New York.

"DEBENTURE EVENT OF DEFAULT" means an "Event of Default" as defined in the
Subordinated Indenture.

"DEBENTURE REDEMPTION DATE" means "Redemption Date" as defined in the
Subordinated Indenture.

"DEBENTURE TRUSTEE" means The Bank of New York, a banking corporation duly
organized and existing under the laws of New York.

"DEBENTURES" means the $113,402,075 aggregate principal amount (or up to
$130,412,375 aggregate principal amount if and to the extent the overallotment
option granted by the Trust to the underwriters of the Preferred Securities is
exercised) of BFG's ___% Junior Subordinated Debentures, Series A, Due 2025,
issued pursuant to the Subordinated Indenture.

"DEFINITIVE PREFERRED SECURITIES CERTIFICATES" means either or both (as the
context requires) of (i) Preferred Securities Certificates issued in
certificated, fully registered form as provided in Section 5.11(a) and (ii)
Preferred Securities Certificates issued in certificated, fully registered form
as provided in Section 5.13.

"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 Del. C. Section 3801, ET SEQ., as it may be amended from time to
time.

"DELAWARE TRUSTEE" means the banking corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust formed hereunder and not in its individual

-5-

<PAGE> 12
capacity, or its successor in interest in such capacity, or any successor
trustee appointed as herein provided.

"DEPOSITOR" has the meaning specified in the preamble to this Trust
Agreement and includes The B.F.Goodrich Company in its capacity as Holder of
the Common Securities.

"DISTRIBUTION DATE" has the meaning specified in Section 4.01(a).

"DISTRIBUTIONS" means amounts payable in respect of the Trust Securities as
provided in Section 4.01.

"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):

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

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

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

(iv) 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 whose performance or breach is dealt with
in clause (ii) or (iii), 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 10% in Liquidation Amount of the Outstanding Preferred Securities a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

(v) the occurrence of a Bankruptcy Event with respect to the Property
Trustee.

"EXPENSE AGREEMENT" means the Agreement as to Expenses and Liabilities
between BFG and the Trust,

-6-

<PAGE> 13
substantially in the form attached as Exhibit D, as amended from time to time.

"GUARANTEE" means the Guarantee Agreement executed and delivered by BFG and
The Bank of New York, a New York banking corporation, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Preferred Securityholders, as amended from time to time.

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

"LIKE AMOUNT" means (i) Trust Securities having a Liquidation Amount equal
to the principal amount of Debentures to be contemporaneously redeemed in
accordance with the Subordinated Indenture and the proceeds of which will be
used to pay the Redemption Price of such Trust Securities, or (ii) Debentures
having a principal amount equal to the Liquidation Amount of the Trust
Securities of the Holder to whom such Debentures are distributed, as the case
may be.

"LIQUIDATION AMOUNT" means the stated amount of $25 per Trust Security.

"LIQUIDATION DATE" means the Date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a dissolution and liquidation
of the Trust pursuant to Section 9.04(a).

"LIQUIDATION DISTRIBUTION" has the meaning specified in Section 9.04(d).

"OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Depositor, and delivered to the appropriate Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 8.16 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:

-7-

<PAGE> 14
(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 a written opinion of counsel, who may be counsel
for the Trust, the Trustee or the Depositor, but not an employee of the Trust
or the Trustee, and who shall be reasonably acceptable to the Trustee.

"ORIGINAL TRUST AGREEMENT" has the meaning specified in the recitals to this
Trust Agreement.

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

(i) Preferred Securities theretofore cancelled by the Administrative
Trustees or delivered to the Administrative Trustees for cancellation;

(ii) 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 Preferred Securities; PROVIDED that,
if such Preferred Securities are to be redeemed, notice of such redemption
has been duly given pursuant to this Trust Agreement; and

(iii) Preferred Securities which have been paid pursuant to Section 5.05
or in exchange for or in lieu of which other Preferred Securities have been
authenticated and delivered pursuant to this Trust Agreement;

-8-

<PAGE> 15
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder,
Preferred Securities owned by the 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 Preferred Securities which 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 Preferred Securities are owned by the
Depositor, one or more of the Trustees and/or any such Affiliate. 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 act with respect to such
Preferred Securities and that the pledgee is not the Depositor or any Affiliate
of the Depositor.

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

"PAYING AGENT" means any paying agent or co-paying agent appointed pursuant
to Section 5.09 and shall initially be The Bank of New York.

"PAYMENT ACCOUNT" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Section 4.01.

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

"PREFERRED SECURITY" means an ownership interest in the Trust having a
Liquidation Amount of $25 and having rights provided therefor in this Trust
Agreement, including

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the right to receive Distributions and a Liquidation Distribution as provided
herein.

"PREFERRED SECURITIES CERTIFICATE" means a certificate evidencing ownership
of Preferred Securities, substantially in the form attached as Exhibit E.

"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 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.

"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 shall be a Redemption Date for a
Like Amount of Trust Securities.

"REDEMPTION PRICE" means, with respect to any date fixed for redemption of
any Trust Security, the Liquidation Amount of such Trust Security, plus
accumulated and unpaid Distributions to such date.

"RELEVANT TRUSTEE" shall have the meaning specified in Section 8.10.

"SECURITIES REGISTER" and "SECURITIES REGISTRAR" have the respective meanings
specified in Section 5.04.

"SECURITYHOLDER" or "HOLDER" means a Person in whose name a Trust Security
or Securities is registered in the Securities Register; any such Person shall
be deemed to be a beneficial owner within the meaning of the Delaware Business
Trust Act.

"SUBORDINATED INDENTURE" means the Indenture, dated as of _________ ___,
1995, between BFG and the Debenture Trustee, as trustee, as amended or
supplemented from time to time.

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

"TRUST AGREEMENT" means this 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

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

"TRUST PROPERTY" means (i) the Debentures, (ii) any cash on deposit in, or
owing to, the Payment Account and (iii) all proceeds and rights in respect of
the foregoing and any other property and assets for the time being held or
deemed to be held by the Property Trustee pursuant to the trusts of this Trust
Agreement.

"TRUST SECURITY" means any one of the Common Securities or the Preferred
Securities.

"TRUST SECURITIES CERTIFICATE" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

"UNDERWRITING AGREEMENT" means the Underwriting Agreement, dated as of
____________, 1995, among the Trust, BFG and the underwriters named therein.

ARTICLE II.

Establishment of the Trust

Section 2.01. NAME. The Trust created and continued hereby shall be known
as "BFGoodrich Capital", as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities, in which name the Trustees may conduct the business of the Trust,
make and execute contracts and other instruments on behalf of the Trust and sue
and be sued.

Section 2.02. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.
The office of the Delaware Trustee in the State of Delaware is White Clay
Center, Route 273, Newark, Delaware 19711, or at such other address in Delaware
as the Delaware Trustee may designate by written notice to the Securityholders
and the Depositor. The

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principal place of business of the Trust is c/o The B.F.Goodrich Company, 3925
Embassy Parkway, Akron, Ohio 44333.

Section 2.03. INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
EXPENSES. The Property Trustee acknowledges 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.

Section 2.04. ISSUANCE OF THE PREFERRED SECURITIES. On ______, 1995 the
Depositor, 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, the Administrative Trustees, on
behalf of the Trust, shall execute and deliver to the underwriters named
therein Preferred Securities Certificates, registered in the name of the
nominee of the initial Clearing Agency, in an aggregate amount of 4,400,000
Preferred Securities having an aggregate Liquidation Amount of $110,000,000,
against receipt of the aggregate purchase price of such Preferred Securities of
$110,000,000, which amount the Administrative Trustees shall promptly deliver
to the Property Trustee. In the event and to the extent the overallotment
option granted by the Trust pursuant to the Underwriting Agreement is exercised
by such underwriters, the Administrative Trustees, on behalf of the Trust,
shall execute and deliver to such underwriters Preferred Securities
Certificates, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of up to 660,000 Preferred Securities having an
aggregate Liquidation Amount of up to $16,500,000, against receipt of the
aggregate purchase price of such Preferred Securities of up to $16,500,000,
which amount the Administrative Trustees shall promptly deliver to the Property
Trustee, on the date specified pursuant to the Underwriting Agreement.

Section 2.05. SUBSCRIPTION AND PURCHASE OF DEBENTURES; ISSUANCE OF THE
COMMON SECURITIES. Contemporaneously with the execution and delivery of this
Trust Agreement, the

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Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Debentures, registered in the name of the Trust and
having an aggregate principal amount equal to $113,402,075, and, in
satisfaction of the purchase price for such Debentures, (x) the Administrative
Trustees, on behalf of the Trust, shall execute and deliver to the Depositor
Common Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of 136,083 Common Securities having an aggregate Liquidation
Amount of $3,402,075, and (y) the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $113,402,075. In the event the
overallotment option granted by the Trust with respect to the Preferred
Securities pursuant to the Underwriting Agreement is exercised by the
underwriters named therein, the Administrative Trustees, on behalf of the
Trust, in amounts determined on a PRO RATA basis to the extent the
overallotment is exercised, and contemporaneously with the delivery to the
underwriters of such Preferred Securities, shall subscribe to and purchase from
the Depositor Debentures, registered in the name of the Trust and having an
aggregate principal amount up to $17,010,300, and, in satisfaction of the
purchase price for such Debentures, (x) the Administrative Trustees, on behalf
of the Trust, shall execute and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount
of up to 156,495 Common Securities having an aggregate Liquidation Amount of up
to $3,912,375, and (y) the Property Trustee, on behalf of the Trust, shall
deliver to the Depositor the sum of up to $17,010,300.

Section 2.06. 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, convenient 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. The Property Trustee hereby declares that it will
hold the Trust Property in trust upon and subject to the conditions set forth
herein for the benefit of the Securityholders. The 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 the Delaware Business Trust Act.

Section 2.07. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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(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 (c) of this Section, and in accordance with the following provisions
(A) and (B), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees
under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

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

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

(ii) to cause the Trust to enter into, and to execute,
deliver and perform on behalf of the Trust, the Expense Agreement and
the Certificate Depository Agreement and such other agreements as may
be necessary or desirable in connection with the consummation hereof;

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

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

(v) 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;

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

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

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<PAGE> 21
(viii) 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;

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

(x) the taking of any action incidental to the
foregoing as the Trustee may from time to time determine is necessary
or advisable to 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).

(B) 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:

(i) the establishment of the Payment Account;

(ii) the receipt of the Debentures;

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

(iv) the distribution of amounts owed to the
Securityholders in respect of the Trust Securities;

(v) 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;

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

(vii) as 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; and

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(viii) the taking of any action incidental to the
foregoing as the Trustee may from time to time determine is necessary
or advisable to product and conserve the Trust Property for the
benefit of the Securityholders (without consideration of the effect of
any such action on any particular Securityholder).

(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 any
investments or engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, 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 be treated as an association taxable as a corporation for United
States federal income tax purposes, (iv) incur any indebtedness for borrowed
money or (v) take or consent to any action that would result in the placement
of a Lien on any of the Trust Property. The Trustees shall defend all claims
and demands of all Persons at any time claiming any Lien on any of the Trust
Property adverse to the interest of the Trust or the Securityholders in their
capacity as Securityholders.

(c) In connection with the issue and sale of the Preferred
Securities, the Depositor shall have the right and responsibility to assist the
Trust with respect to, or effect on behalf of the Trust, the following (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) to prepare for filing by the Trust with the
Commission a registration statement on Form S-3 in relation to the
Preferred Securities, including any amendments thereto;

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

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(iii) to prepare for filing by the Trust an application
to the New York Stock Exchange or any other national stock exchange or
the Nasdaq National Market for listing upon notice of issuance of any
Preferred Securities;

(iv) to prepare for filing by the Trust with the
Commission a registration statement on Form 8-A relating to the
registration of the Preferred Securities under Section 12(b) of the
Exchange Act, including any amendments thereto;

(v) to negotiate the terms of the Underwriting
Agreement and Pricing Agreement providing for the sale of the
Preferred Securities; and

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

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

Section 2.08. ASSETS OF TRUST. The assets of the Trust shall
consist of the Trust Property.

Section 2.09. 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.

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ARTICLE III.

Payment Account

Section 3.01. PAYMENT ACCOUNT.

(a) On or prior to the Closing Date, the Property Trustee
shall establish the Payment Account. The Property Trustee and any agent of the
Property Trustee shall have exclusive control and sole right of withdrawal with
respect to the Payment Account for the purpose of making deposits in and
withdrawals from the Payment Account in accordance with this 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 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 4.01. DISTRIBUTIONS.

(a) Distributions on the Trust Securities shall be
cumulative, and will accumulate whether or not there are funds of the Trust
available for the payment of Distributions. Distributions shall accrue from
____________, 1995, and, except in the event that BFG exercises its right to
extend the interest payment period for the Debentures pursuant to Section 301
of the Subordinated Indenture, shall be payable quarterly in arrears on March
31, June 30, September 30 and December 31 of each year, commencing on _________
__, 1995. If any date on which Distributions are 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 which 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, payment of such
distribution shall be made on the immediately preceding Business Day, in each
case, with the same force and effect as if made on such date (each date

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on which distributions are payable in accordance with this Section 4.01(a) a
"Distribution Date").

(b) Distributions payable on the Trust Securities shall be
fixed at a rate of __% per annum of the Liquidation Amount of the Trust
Securities. The amount of Distributions payable for any full quarterly period
shall be computed on the basis of twelve 30-day months and a 360-day year. If
the interest payment period for the Debentures is extended pursuant to Section
301 of the Subordinated Indenture, then the rate per annum at which
Distributions on the Trust Securities accumulate shall be increased by an
amount such that the aggregate amount of Distributions that accumulate on all
Trust Securities during any such extended interest payment period is equal to
the aggregate amount of interest (including interest payable on unpaid interest
at the percentage rate per annum set forth above, compounded monthly) that
accrues during any such extended interest payment period on the Debentures.
The amount of Distributions payable for any period shall include the Additional
Amounts, if any.

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

(d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be one Business Day prior to such Distribution Date; PROVIDED, HOWEVER,
that in the event that the Preferred Securities do not remain in
book-entry-only form, the relevant record date shall be the date 15 days prior
to the relevant Distribution Date.

Section 4.02. REDEMPTION. (a) On each Debenture Redemption
Date, the Trust will be required to redeem a Like Amount of Trust Securities at
the Redemption Price.

(b) Notice of redemption shall be given by the Property
Trustee 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 Security Register. All
notices of redemption or liquidation shall state:

(i) the Redemption Date;

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(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 total Liquidation Amount of the
particular Trust Securities to be redeemed; and

(v) that on the Redemption Date the Redemption Price will
become due and payable upon each such Trust Security to be redeemed
and that interest thereon will cease to accrue on and after said date.

(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 deemed payable on each
Redemption Date only to the extent that the Trust has funds immediately
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 Preferred Securities, then, by 12:00 noon, New York time, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry-only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price and, at the direction of the Depositor, shall
give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the holders thereof. If the Preferred Securities are no
longer in book-entry-only form, the Property Trustee, subject to Section
4.02(c), shall irrevocably deposit with the Paying Agent funds sufficient to
pay the applicable Redemption Price and will give the Paying Agent irrevocable
instructions to pay the Redemption Price to the holders thereof upon surrender
of their Preferred Securities Certificates. Notwithstanding the foregoing,
Distributions payable on or prior to the redemption date for any Trust
Securities called for redemption shall be payable to the Holders of 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, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price, but without interest, and such Securities will
cease

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to be outstanding. In the event that any date on which any Redemption Price is
payable is not a Business Day, then payment of the Redemption Price payable on
such date shall be made on the next succeeding day which 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, payment of
such distribution shall be made on the immediately preceding Business Day, 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 will continue to accrue, 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 will 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 recordholders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to the relevant Redemption Date; PROVIDED, HOWEVER, that
in the event that the Preferred Securities do not remain in book-entry-only
form, the relevant record date shall be the fifteenth day prior to the
Redemption Date.

(f) 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 3% to the Common Securities
and 97% to the Preferred Securities. The particular 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 Preferred Securities not
previously called for redemption, by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for a
redemption of portions (equal to $25 or integral multiple thereof) of the
Liquidation Amount of Preferred Securities of a denomination larger than $25.
The Property Trustee shall promptly notify the Security Registrar in writing of
the Preferred Securities selected for redemption and, in the case of any
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of

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Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities which has been or is to be redeemed.

Section 4.03. 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 PRO
RATA based on the Liquidation Amount of the Trust Securities; PROVIDED,
HOWEVER, that if on any Distribution Date or Redemption Date 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 payment in full in cash of all accumulated and unpaid Distributions
(including Additional Amounts, if applicable) on all Outstanding Preferred
Securities for all distribution periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities, shall have been made or provided
for, and all funds immediately available to the Property Trustee shall first be
applied to the payment in full in cash of all Distributions (including
Additional Amounts, if applicable) on, or Redemption Price of, Preferred
Securities then due and payable.

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

Section 4.04. PAYMENT PROCEDURES. Payments in respect of the
Preferred Securities shall be made by check mailed to the address of the Person
entitled thereto as such address shall appear on the Securities Register or, if
the Preferred Securities are held by a Clearing Agency, such Distributions
shall be made to the Clearing Agency, which shall credit the relevant Persons'
accounts at such Clearing

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Agency 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 4.05. 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 or filed) the Internal Revenue Service Form 1041 (or any successor
form) required to be filed in respect of the Trust in each taxable year of the
Trust and (b) prepare and furnish (or cause to be prepared and furnished) to
the Securityholder the related Internal Revenue Service Schedule K-1 (Form
1041) Beneficiaries' Share of Income, Deductions, Etc., or any successor form
or the information to be required on such form. The Administrative Trustees
shall provide the Depositor and the Property Trustee with a copy of all such
returns, reports and schedules promptly after such filing or furnishing. The
Trustees shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Securityholders under the Trust Securities.

ARTICLE V.

Trust Securities Certificates

Section 5.01. INITIAL OWNERSHIP. Upon the formation of the
Trust and the contribution by the Depositor pursuant to Section 2.03 and until
the issuance of the Trust Securities, and at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole beneficial owner of
the Trust.

Section 5.02. THE TRUST SECURITIES CERTIFICATES. The
Preferred Securities Certificates shall be issued in minimum denominations of
$1,000 Liquidation Amount and integral multiples of $25 in excess thereof, and
the Common Securities Certificates shall be issued in denominations of $25
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 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

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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 Section 5.04.

Section 5.03. DELIVERY OF TRUST SECURITIES CERTIFICATES. On
the Closing Date and on any date on which Preferred Securities are required to
be delivered pursuant to the exercise of the overallotment option provided for
in the Underwriting Agreement, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.04 and 2.05, to be executed on behalf of the Trust and delivered to
or upon the written order of the Depositor signed by its chairman of the board,
its president or any vice president, without further corporate action by the
Depositor, in authorized denominations.

Section 5.04. REGISTRATION OF TRANSFER AND EXCHANGE OF
PREFERRED SECURITIES CERTIFICATES. The Securities Registrar shall keep or
cause to be kept, at the office or agency maintained pursuant to Section 5.08,
a Securities Register in which, subject to such reasonable regulations as it
may prescribe, the Securities Registrar shall provide for the registration of
Preferred Securities Certificates and the Common Securities Certificates
(subject to Section 5.10 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Preferred Securities Certificates as
herein provided. The Administrative Trustees, acting together, shall be the
initial Securities Registrar.

Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, 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
Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by the Administrative
Trustee or Trustees. The Securities Registrar shall not be required to
register the transfer of any Preferred Securities that have been called for
redemption. At the option of a Holder, Preferred Securities Certificates may
be exchanged for other

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Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

Every Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange shall be accompanied by a
written instrument of transfer in form satisfactory to the Administrative
Trustees and the Securities Registrar duly executed by the Holder or his
attorney duly authorized in writing. Each Preferred Securities Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Administrative Trustees in accordance with its
customary practice.

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

Section 5.05. 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, the Administrative Trustees or the Securities
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an undivided beneficial interest in the assets of the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Securities Certificate shall be found at any time.

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Section 5.06. PERSONS DEEMED SECURITYHOLDERS. Prior to due
presentation of a Trust Securities Certificate for registration of transfer,
the Trustees or 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 5.07. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
ADDRESSES. The Administrative Trustees shall furnish or cause to be furnished
(x) to the Depositor, within 15 days after receipt by any Administrative
Trustee of a request therefor from the Depositor in writing, a list, in such
form as the Depositor or the Property Trustee (as applicable) may reasonably
require, of the names and addresses of the Securityholders as of the most
recent Record Date and (y) to the Property Trustee, promptly after receipt by
any Administrative Trustee of a request therefor from the Property Trustee in
order to enable the Property Trustee to discharge its obligations under this
Trust Agreement. If three or more Securityholders or one or more Holders of
Trust Securities Certificates evidencing not less than 25% of the outstanding
Liquidation Amount apply in writing to any Administrative Trustee, and such
application states that the applicants desire to communicate with other
Securityholders with respect to their rights under this Trust Agreement or
under the Trust Securities Certificates and such application is accompanied by
a copy of the communication that such applicants propose to transmit, then the
Administrative Trustees shall, within five Business Days after the receipt of
such application, afford such applicants access during normal business hours to
the current list of Securityholders. Each Holder, by receiving and holding a
Trust Securities Certificate, shall be deemed to have agreed not to hold either
the Depositor or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

Section 5.08. MAINTENANCE OF OFFICE OR AGENCY. The
Administrative Trustees shall maintain in the Borough of Manhattan, The City of
New York, an office or offices or agency or agencies where Preferred Securities
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Administrative Trustees initially
designate The Bank of New York, 101 Barclay Street, 21 West, New York, New York

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10286 as their principal 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.

Section 5.09. 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 Agreement in any material respect. The Paying Agent shall initially
be The Bank of New York, and it may choose any co-paying agent that is
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as a 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 Bank of New York 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 will hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to 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 8.01, 8.03 and
8.06 shall apply to the Bank also in its role as Paying Agent, for so long as
the Bank 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.

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Section 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.
On the Closing Date and on each other date provided for in Section 2.05, the
Depositor shall acquire, and thereafter retain, beneficial and record ownership
of the Common Securities. Any attempted transfer of the Common Securities
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 5.11. BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES;
COMMON SECURITIES CERTIFICATE. (a) The Preferred Securities Certificates,
upon original issuance, will be issued in the form of a typewritten Preferred
Securities Certificate or Certificates representing Book-Entry Preferred
Securities Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Trust. Such Preferred
Securities Certificate or Certificates shall initially be registered on the
Securities Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Owner will receive a definitive Preferred Securities
Certificate representing such Owner's interest in such Preferred Securities,
except as provided in Section 5.13. Unless and until Definitive Preferred
Securities Certificates have been issued to Owners pursuant to Section 5.13:

(i) the provisions of this Section 5.11(a) shall be in full
force and effect;

(ii) the Securities Registrar and the Trustees shall be entitled
to deal with the Clearing Agency for all purposes of this Trust
Agreement relating to the Book-Entry Preferred Securities Certificates
(including the payment of principal of and interest on the Book-Entry
Preferred Securities and the giving of instructions or directions to
Owners of Book-Entry Preferred Securities) as the sole Holder of
Book-Entry Preferred Securities and shall have no obligations to the
Owners thereof;

(iii) to the extent that the provisions of this Section 5.11
conflict with any other provisions of this Trust Agreement, the
provisions of this Section 5.11 shall control;

(iv) the rights of the Owners of the Book-Entry Preferred
Securities Certificates 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 and/or the Clearing

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Agency Participants. Pursuant to the Certificate Depository
Agreement, unless and until Definitive Preferred Securities
Certificates are issued pursuant to Section 5.13, the initial Clearing
Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments on the Preferred
Securities to such Clearing Agency Participants; and

(v) whenever this Trust Agreement requires or permits actions
to be taken based upon instructions or directions of Holders of Trust
Certificates evidencing a specified percentage of the aggregate
Liquidation Amount, the Clearing Agency shall be deemed to represent
such percentage only to the extent that it has received instructions
to such effect from Owners and/or Clearing Agency Participants owning
or representing, respectively, such required percentage of the
beneficial interest in the applicable class of Trust Certificates and
has delivered such instructions to the Administrative Trustees.

(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 5.12 NOTICES TO CLEARING AGENCY. To the extent a
notice or other communication to the Owners is required under this Trust
Agreement, unless and until Definitive Preferred Securities Certificates shall
have been issued to Owners pursuant to Section 5.13, the Trustees shall give
all such notices and communications specified herein to be given to Owners to
the Clearing Agency, and shall have no obligations to the Owners.

Section 5.13. DEFINITIVE PREFERRED SECURITIES CERTIFICATES.
If (i) the Depositor advises the Trustees in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities with
respect to the Preferred Securities Certificates, and the Depositor is unable
to locate a qualified successor, (ii) the Depositor at its option advises the
Trustees in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of a Debenture Event of
Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interest of the Owners of
Preferred Securities Certificates,

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then the Clearing Agency shall notify all Owners of Preferred Securities
Certificates and the Trustees of the occurrence of any such event and of the
availability of the Definitive Preferred Securities Certificates to Owners of
such class or classes, as applicable, requesting the same. Upon surrender to
the Administrative Trustees of the typewritten Preferred Securities Certificate
or Certificates representing the Book Entry Preferred Securities Certificates
by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees, or any one of them, shall execute the Definitive
Preferred Securities Certificates in accordance with the instructions of the
Clearing Agency. Neither the Securities Registrar or the Trustees shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Preferred Securities Certificates, the Trustees shall recognize
the Holders of the Definitive Preferred Securities Certificates as
Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administration Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

Section 5.14. RIGHTS OF SECURITYHOLDERS. The legal title to
the Trust Property is vested exclusively in the Property Trustee (in its
capacity as such) in accordance with Section 2.09, and the Securityholders
shall not have any right or title therein other than the interest in 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 rights and when issued and delivered
to Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. Except as othewise provided in the
Expense Agreement and Section 10.01 hereof, the Holders of the Trust Securities
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.

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ARTICLE VI.

Acts of Securityholders; Meetings; Voting

Section 6.01. LIMITATIONS ON VOTING RIGHTS. (a) Except as
provided in this Section, in Sections 10.03 and 8.10 hereof, and in the
Subordinated Indenture, and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of
an association.

(b) So long as any Debentures are held by the Property
Trustee, 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 Section
513 of the Subordinated 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
Subordinated Indenture or the Debentures, where such consent shall be required,
without, in each case, obtaining the prior approval of the Holders of at least
66 2/3% in Liquidation Amount of the Preferred Securities; PROVIDED, HOWEVER,
that where a consent under the Subordinated Indenture would require the consent
of each holder of Debentures affected thereby, no such consent shall be given
by the Trustee without the prior written consent of each holder of Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Preferred Securities, except pursuant to a subsequent
vote of the Preferred Securities. The Property Trustee shall notify all
Holders of the 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 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 will not be classified as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

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to effect, (i) any action that would adversely affect the powers, preferences
or special rights of the 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 Preferred Securities as a class will
be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of the Holders of at
least 66 2/3% in Liquidation Amount of the outstanding Preferred Securities.
No amendment to this Trust Agreement may be made if, as a result of such
amendment, the Trust would be classified as an association taxable as a
corporation for United States federal income tax purposes.

Section 6.02. NOTICE OF MEETINGS. Notice of all meetings of
the Preferred Securityholders, stating the time, place and purpose of the
meeting, shall be given by the Administrative Trustees pursuant to Section
10.08 to each 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.

Any and all notices to which any Preferred Securityholder
hereunder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Preferred
Securityholder of record at his last known address as recorded on the
Securities Register.

Section 6.03. MEETINGS OF PREFERRED SECURITYHOLDERS. No
annual meeting of Securityholders is required to be held. The Administrative
Trustees, however, shall call a meeting of Securityholders to vote on any
matter upon the written request of the Preferred Securityholders of record of
25% of the Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time in their
discretion, call a meeting of Preferred Securityholders to vote on any matters
as to the which Preferred Securityholders are entitled to vote.

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

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If a quorum is present at a meeting, an affirmative vote by
the Preferred Securityholders of record present, in person or by proxy, holding
more than 66 2/3% of the Preferred Securities (based upon their Liquidation
Amount) held by the 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 6.04. VOTING RIGHTS. Securityholders shall be
entitled to one vote for each $25 of Liquidation Amount represented by their
Trust Securities in respect of any matter as to which such Securityholders are
entitled to vote.

Section 6.05. 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. Pursuant to a resolution
of the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Securityholders
of record shall be entitled to vote. When Trust Securities are held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of such Trust Securities, but if more than one of them shall be
present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall not be
received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger.

Section 6.06. 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 66 2/3% of all Outstanding Trust
Securities (based upon their Liquidation Amount) entitled to vote in respect of
such action (or such larger proportion thereof as shall be required by any
express provision of this Trust Agreement) shall consent to the action in
writing.

Section 6.07. RECORD DATE FOR VOTING AND OTHER PURPOSES. For
the purposes of determining the

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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
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 6.08. ACTS OF SECURITYHOLDERS. 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 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 the 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 8.01) conclusive in favor of the Trustees, if made in the manner
provided in this Section.

The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgements 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.

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

Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Securityholder

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

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

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

Section 6.09. INSPECTION OF RECORDS. Subject to Section 5.07
concerning access to the list of Securityholders, upon reasonable notice to the
Administrative Trustees and the Property Trustee, the other records of the
Trust shall be open to inspection by Securityholders during normal business
hours for any purpose reasonably related to such Securityholder's interest as a
Securityholder.

ARTICLE VII.

Representations and Warranties of the Banks, the Property
Trustee and the Delaware Trustee

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

(a) the Bank is a banking corporation or trust company duly
organized, validly existing and in good standing under the laws of the
State of New York, and the Delaware Bank is a banking corporation or
trust company duly organized, validly existing and in good standing
under the laws of the State of Delaware;

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(b) each of the Bank and 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 each of the Bank and the Delaware Bank and
constitutes the valid and legally binding agreement of each of the
Bank and the Delaware Bank 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 Trust Securities Certificates issued on the Closing
Date on behalf of the Trust have been, and any Trust Securities
Certificates to be issued at the time of exercise, if any, of the
overallotment option under the Underwriting Agreement will be, duly
authorized and will have been, as of each such date, duly and validly
executed, issued and delivered by the Trustees pursuant to the terms
and provisions of, and in accordance with the requirements of, this
Trust Agreement and the Securityholders will be, as of each such date,
entitled to the benefits of this Trust Agreement;

(e) the execution, delivery and performance by each of the
Bank and the Delaware Bank of this Trust Agreement have been duly
authorized by all necessary corporate action on the part of the Bank,
the Property Trustee, the Delaware Bank and the Delaware Trustee and
do not require any approval of stockholders of the Bank or the
Delaware Bank and such execution, delivery and performance will not
(i) violate the Bank's or 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 Property Trustee, the Bank, the Delaware Trustee or the Delaware
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
New York or Delaware, as the case may be, governing the banking or
trust powers of the Bank and the Trustee or the

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Delaware Bank and the Delaware Trustee (as appropriate in context) or
any order, judgment or decree applicable to the Property Trustee, the
Bank, the Delaware Trustee or the Delaware Bank;

(f) neither the authorization, execution or delivery by the
Bank or the Delaware Bank of this Trust Agreement nor the consummation
of any of the transactions by the Bank, the Property Trustee, the
Delaware Trustee or the Delaware Bank (as appropriate in context)
contemplated herein or therein nor the issuance of the Trust
Securities Certificates pursuant to this Trust Agreement require 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 Delaware Bank or under the
laws of the State of New York or Delaware;

(g) 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 New York or Delaware or any political
subdivision thereof in connection with the execution, delivery and
performance by the Bank, the Property Trustee, the Delaware Bank or
the Delaware Trustee, as the case may be, of this Trust Agreement.
Under existing law and assuming compliance with this Trust Agreement,
and assuming that the Trust will be classified for federal income tax
purposes as a grantor trust, or partnership, (i) neither the Trust nor
any of its assets will be subject to taxation by the State of Delaware
or any political subdivision or taxing authority thereof or therein
and (ii) a Securityholder that would not be subject to taxation by the
State of Delaware or any political subdivision or taxing authority
thereof or therein but for its ownership of a Certificate will not be
subject to such taxation as a result of such ownership; and

(h) there are no proceedings pending or, to the best of each
of the Bank's and the Delaware Bank's knowledge, threatened against or
affecting the Bank, the Property Trustee, 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 Bank or the Delaware
Bank to enter into or perform its

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obligations as one of the Trustees under this Trust Agreement.

ARTICLE VIII.

The Trustees

Section 8.01. 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
it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
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.

(b) All payments made by the Property Trustee or a Paying
Agent in respect of the Trust Securities shall be made only from the income and
proceeds from the Trust Property and only to the extent that there shall be
sufficient income or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it will
look solely to the income and proceeds from the Trust Property to the extent
legally available for distribution to it as herein provided and that the
Trustees are not personally liable to it for any amount distributable in
respect of any Trust Security or for any other liability in respect of any
Trust Security. This Section 8.01(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.

Section 8.02. NOTICE OF DEFAULTS. Within five Business Days
after the occurrence of any Event of Default, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.08, notice of
any default known to the Property Trustee to the Securityholders, the
Administrative Trustees and the Depositor, unless such

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default shall have been cured or waived. For the purpose of this Section, the
term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

Section 8.03. CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to
the provisions of Section 8.01 and except as provided by law:

(i) 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 or other
paper or document believed by it to be genuine and to
have been signed or presented by the proper party or
parties;

(ii) if (A) in performing its duties under this Trust
Agreement the Property Trustee is required to decide
between alternative courses of action or (B) in
construing any of the provisions in this Trust
Agreement the Property Trustee finds the same
ambiguous or inconsistent with any other provisions
contained herein or (C) 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 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.
The Property Trustee shall take such action, or
refrain from taking such action, as the Property
Trustee shall be instructed in writing to take, or to
refrain from taking, by the Depositor; PROVIDED,
HOWEVER, that if the Property Trustee does not
receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or
such reasonably shorter period of time set forth in
such notice (which to the extent practicable shall
not be less than two Business Days), it may, but
shall be under no duty to, take or refrain from
taking such action not inconsis-

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<PAGE> 46
tent 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;

(iii) the Property Trustee may consult with counsel of its
selection and the written advice of such counsel or
any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good
faith and in reliance thereon;

(iv) 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;

(v) 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 or other paper or document, unless
requested in writing to do so by one or more
Securityholders;

(vi) 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.

Section 8.04. 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 Trust

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of the proceeds of the Trust Securities in accordance with Section 2.05.

Section 8.05. MAY HOLD SECURITIES. Except as provided in the
definitions of the term "Outstanding" in Article I, 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 may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

Section 8.06. COMPENSATION; FEES; INDEMNITY. The Depositor
agrees:

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

(2) 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 its negligence or bad faith; and

(3) to indemnify the Trustees for, and to hold the Trustees
harmless against, any and all loss, damage, claims, liability or
expense incurred without negligence or bad faith on its part, 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.

Section 8.07. 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 has a combined capital and surplus of at least
$50,000,000. If any such Person publishes reports of condition at

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least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Property
Trustee with respect to the Trust Securities shall cease to be
eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect hereinafter
specified in this Article.

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

Section 8.08. 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 Indenture.

Section 8.09. CO-TRUSTEES AND SEPARATE TRUSTEE. 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 Holder of the Common Securities and the Administrative Trustees
shall, by agreed action of the majority of such Trustees, have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees 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 act as separate trustee of any such
property, in

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<PAGE> 49
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. 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 an Event of Default under the Subordinated Indenture has occurred and is
continuing, the Administrative Trustees alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall satisfy the requirements of Section 8.07.

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.

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:

(1) 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.

(2) 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 Property 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.

(3) The Property Trustee at any time, by an instrument in
writing executed by it, with the

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written concurrence of the Depositor, may accept the resignation of or
remove any co-trustee or separate trustee appointed under this
Section, and, in case an Event of Default under the Subordinated
Indenture has occurred and is continuing, the Property Trustee shall
have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the
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.

(4) 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.

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

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

Section 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR. No resignation or removal of any Trustee (the "Relevant Trustee")
and no appointment of a successor Relevant Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Relevant Trustee in accordance with the applicable requirements of Section
8.11.

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 a successor Relevant Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 30
days after the giving of such notice of resignation, the resigning Relevant
Trustee may petition any court of competent jurisdiction for the appointment of
a successor Relevant Trustee with respect to the Trust Securities.

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Unless an Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at any time by Act of the
Common Securityholder. If an Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at such time by Act of the
Securityholders of a majority in Liquidation Amounts of the Preferred
Securities Certificates, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust).

If the Relevant Trustee shall resign, be removed or become
incapable of continuing to act as Relevant Trustee at a time when no Event of
Default shall have occurred and be continuing, the Common Securityholder, by
Act of the Common Securityholder 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 the retiring Relevant Trustee shall
comply with the applicable requirements of Section 8.11. If the Relevant
Trustee shall resign, be removed or become incapable of continuing to act as
the Relevant Trustee at a time when an Event of Default shall have occurred and
be continuing, the Preferred Securityholders, by Act of the Securityholders of
a majority in Liquidation Amount of the 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 the Relevant Trustee shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Preferred Securityholders and accepted appointment in the manner required by
Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee with respect to the Trust
Securities.

The retiring Relevant Trustee shall give notice of each
resignation and each removal of the Relevant Trustee with respect to the Trust
Securities and the Trust and each appointment of a successor Trustee with
respect to the Trust Securities and the Trust to all Securityholders in the
manner provided in Section 10.08 and shall give notice to the Depositor. Each
notice shall include the name of the successor Relevant Trustee with respect to
the Trust Securities and the Trust and the address of its Corporate Trust
Office.

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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 incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (i)
the unanimous act of remaining Administrative Trustees if there are at least
two of them or (ii) otherwise by the Depositor (with the successor in each case
being an individual who satisfies the eligibility requirement for
Administrative Trustees set forth in Section 8.07). Additionally,
notwithstanding the foregoing or any other provision of this Trust Agreement,
in the event the Depositor believes that any Administrative Trustee has become
incompetent or incapacitated, the Depositor, by notice to the remaining
Trustees, may terminate the status of such Person as an Administrative Trustee
(in which case the vacancy so created will be filled in accordance with the
preceding sentence).

Section 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In
case of the appointment hereunder of a successor Relevant Trustee with respect
to all Trust Securities and the Trust, every such successor Relevant Trustee so
appointed shall execute, acknowledge and deliver to the Trust and to the
retiring Relevant Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Relevant Trustee shall
become effective and such successor Relevant Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee; but, on the request of the Depositor
or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Relevant Trustee all the rights, powers and trusts of the retiring
Relevant Trustee and shall duly assign, transfer and deliver to such successor
Relevant Trustee all property and money held by such retiring Relevant Trustee
hereunder.

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 Trustee with respect to the Trust
Securities shall execute and deliver an amendment hereto wherein each successor
Relevant Trustee shall accept such appointment and which (1) 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 (2) shall add to or change any of the provisions of this

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Trust Agreement as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees of the same trust and that each such Relevant
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Relevant Trustee
and upon the execution and delivery of such amendment the resignation or
removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Relevant Trustee 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 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.

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 first or second preceding paragraph, as the case may
be.

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

Section 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS. Any corporation into which the Property Trustee, Delaware Trustee
or any Administrative Trustee which is not a natural person may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Relevant Trustee
shall be a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

Section 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
DEPOSITOR OR TRUST. If and when the Property

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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 the provisions of the Trust Indenture Act regarding the
collection of claims against the Depositor or Trust (or any such other
obligor).

Section 8.14. REPORTS BY PROPERTY TRUSTEE. (a) Within 60
days after December 31 of each year commencing with December 31, 1995 the
Property Trustee shall transmit by mail to all Securityholders, as their names
and addresses appear in the Securities Register, and to the Depositor, a brief
report dated as of such December 31 with respect to:

(i) its eligibility under Section 8.07 or, in lieu thereof,
if to the best of its knowledge it has continued to be eligible under
said Section, a written statement to such effect;

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

(iii) 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 each stock
exchange upon which the Trust Securities are listed, with the Commission and
with the Depositor.

Section 8.15. 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 (if any) and the compliance certificate required by

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Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

Section 8.16. 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 may be given in the
form of an Officers' Certificate.

Section 8.17. NUMBER OF TRUSTEES.

(a) The number of Trustees shall be five, provided that
Depositor, by written instrument may increase or decrease the number of
Administrative Trustees.

(b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 8.17(a),
or if the number of Trustees is increased pursuant to Section 8.17(a), a
vacancy shall occur. The vacancy shall be filled with a Trustee appointed in
accordance with Section 8.10.

(c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative
Trustees shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.10, 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 8.18 DELEGATION OF POWER.

(a) Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 2.07(a), including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing; and

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<PAGE> 56
(b) the Administrative Trustees shall have power to delegate
from time to time to such of their number 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.

ARTICLE IX.

Termination and Liquidation

Section 9.01. TERMINATION UPON EXPIRATION DATE. The Trust
shall automatically terminate on December 31, 2030 (the "Expiration Date")
following the distribution of the Trust Property in accordance with Section
9.04.

Section 9.02. EARLY TERMINATION. Upon the first to occur of
any of the following events (such first occurrence, an "Early Termination
Event"):

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

(ii) the redemption of all of the Preferred Securities; then the
Trustee shall take such action as is required by Section 9.04.

Section 9.03. TERMINATION. The respective obligations and
responsibilities of the Trustees and the Trust created hereby shall terminate
upon the latest to occur of the following: (i) the distribution by the Property
Trustee to Securityholders upon the liquidation of the Trust pursuant to
Section 9.04, or upon the redemption of all of the Trust Securities pursuant to
Section 4.02, of all amounts required to be distributed hereunder upon the
final payment of the Trust Securities; (ii) the payment of any expenses owed by
the Trust; and (iii) 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.

Section 9.04. LIQUIDATION. (a) If an Early Termination
Event specified in clause (i) of Section 9.02 occurs, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by

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distributing to each Securityholder a Like Amount of Debentures, subject to
Section 9.04(d). Notice of liquidation shall be given by the Administrative
Trustees 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 will no longer be deemed to be outstanding and any Trust
Securities Certificates not surrendered for exchange will be deemed to
represent a Like Amount of Debentures; and

(iii) provide such information with respect to the mechanics by
which Holders may exchange Trust Securities Certificates for
Debentures, or if Section 9.04(d) applies receive a Liquidation
Distribution, as the Administrative Trustee or the Property Trustee
shall deem appropriate.

(b) Except where Section 9.04(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

(c) Except where Section 9.04(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
any Trust Securities Certificates not so surrendered for exchange will 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 Certificates until such certificates are so
surrendered (and until such certificates are so surrendered, no payments or
interest or principal will be made to Holders of Trust Securities Certificates
with respect to such Debentures) and (iv) all rights of Securityholders holding
Trust Securities

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will 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 9.04, 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 will
be entitled to receive out of the assets of the Trust available for
distribution to Securityholders, after satisfaction of liabilities to
creditors, an amount equal to the Liquidation Amount per Trust Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If, upon any such dissolution, winding
up or termination, the Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be
paid on a PRO RATA basis (based upon Liquidation Amounts). The Holder of the
Common Securities will be entitled to receive Liquidation Distributions upon
any such dissolution, winding-up or termination PRO RATA (determined as
aforesaid) with Holders of Preferred Securities, except that, if an Event of
Default has occurred and is continuing, the Preferred Securities shall have a
priority over the Common Securities.

ARTICLE X.

Miscellaneous Provisions

Section 10.01. GUARANTEE BY THE DEPOSITOR. Subject to the
terms and conditions hereof, the Depositor irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Guarantee Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Guarantee Beneficiaries. As used in this Section, "Obligations" means any
indebtedness, expenses or liabilities of the Trust, OTHER THAN obligations of
the Trust to pay to holders of any Preferred Securities or other similar
interests in the Trust the amounts due such

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<PAGE> 59
holders pursuant to the terms of the Preferred Securities or such other similar
interests, as the case may be. This guarantee is intended to be for the
benefit of, and to be enforceable by, all such Guarantee Beneficiaries, whether
or not such Guarantee Beneficiaries have received notice hereof.

Section 10.02. LIMITATION OF RIGHTS OF SECURITYHOLDERS. The
death or incapacity of any person having an interest, beneficial or otherwise,
in a Trust Security 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 10.03. 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)
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, which shall not be inconsistent with the other provisions
of this Trust Agreement or (ii) to modify, eliminate or add to any provisions
of this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will not be classified for United States federal income tax purposes as
an association taxable as a corporation at any time that any Trust Securities
are outstanding; PROVIDED, HOWEVER, that, except in the case of clause (ii),
such amendment or action shall not adversely affect in any material respect the
interests of any Securityholder and, in the case of clause (i), any amendments
of this Trust Agreement shall become effective when notice thereof is given to
the Securityholders.

(b) Except as provided in Section 10.03(c) hereof, any
provision of this Trust Agreement may be amended by the Trustees and the
Depositor with (i) the consent of Trust Securityholders representing not less
than 66-2/3% (based upon Liquidation Amounts) of the Trust Securities then
outstanding and (ii) receipt by the Trustees of an Opinion of Counsel to the
effect that such amendment or the exercise of any power granted to the Trustees
in accordance with such amendment will not affect the Trust's status as a
grantor trust for federal income tax purposes or the Trust's

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<PAGE> 60
exemption from status of an "investment company" under the Investment Company
Act of 1940, as amended.

(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 6.03 or 6.06 hereof),
this Trust Agreement may not be amended to (i) change the amount or timing of
any Distribution on the Trust Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Trust
Securities as of a specified date or (ii) restrict the right of a
Securityholder to institute suit for the enforcement of any such payment on or
after such date; notwithstanding any other provision herein without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with Section 6.03 or 6.06 hereof), paragraph (b) of this Section
10.03 may not be amended.

(d) Notwithstanding any other provisions of this Trust
Agreement, no Trustee shall not 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 of 1940, as amended, afforded by Rule 3a-5 thereunder.

(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.

Section 10.04. SEPARABILITY. In case any provision in this
Trust Agreement or in the Trust Securities Certificates shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

SECTION 10.05. 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.

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<PAGE> 61
Section 10.06. SUCCESSORS. This Trust Agreement shall be
binding upon and shall inure to the benefit of any successor to the Trust or
the Relevant Trustee or both, including any successor by operation of law.

Section 10.07. HEADINGS. The Article and Section headings
are for convenience only and shall not affect the construction of this Trust
Agreement.

Section 10.08. NOTICE AND DEMAND. 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 any Securityholder or the
Depositor may be given or served in writing by deposit thereof, postage
prepaid, in the United States mail, hand delivery or facsimile transmission, in
each case, addressed, (i) in the case of a Preferred Securityholder, to such
Preferred Securityholder as such Securityholder's name and address may appear
on the Securities Register and (ii) in the case of the Common Securityholder or
the Depositor, to The B.F.Goodrich Company, 3925 Embassy Parkway, Akron, Ohio
44333-1799, Attention: Treasurer, facsimile no. 216-374-4087, with a copy to
the Secretary, facsimile no. 216-374-3456. 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: (i) with respect to the Property Trustee
and the Delaware Trustee, The Bank of New York, 101 Barclay Street, 21 West,
New York, NY 10286, Attention: Corporate Trust Department with a copy to: The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department; and (ii) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of BFGoodrich Capital
c/o Treasury Department". Such notice, demand or other communication to or
upon the Trust or the Property Trustee shall be deemed to have been
sufficiently given or made only upon actual receipt of the writing by the Trust
or the Property Trustee.

Section 10.09. 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

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<PAGE> 62
day after the Trust has been terminated in accordance with Article IX, they
shall not file, or join in the filing of, a petition against the Trust under
any bankruptcy, reorganization, arrangement, insolvency, liquidation or other
similar law (including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such petition
by the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action
and should be stopped and precluded therefrom and such other defenses, if any,
as counsel for the Trustee or the Trust may assert. The provisions of this
Section 10.09 shall survive the termination of this Trust Agreement.

Section 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST
INDENTURE ACT.

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

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

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<PAGE> 63
THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY OR ON
BEHALF OF A SECURITYHOLDER OR ANY 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 THE
AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS
AND PROVISIONS SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST
AND SUCH SECURITYHOLDER AND SUCH OTHERS.

THE B.F.GOODRICH COMPANY

By:

Title:

THE BANK OF NEW YORK,
as Property Trustee

By:

Title:

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:

Title:

________________________________________
as Administrative Trustee

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<PAGE> 64
EXHIBIT A
CERTIFICATE OF TRUST

BFGOODRICH CAPITAL

THIS CERTIFICATE OF TRUST of BFGoodrich Capital (the "Trust"),
dated __________, 1995, is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12
Del. Code Section 3801 et seq.).

1. Name. The name of the business trust being formed hereby
is BFGoodrich Capital.

2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of
Delaware is The Bank of New York (Delaware), White Clay Center, Route 273,
Newark, Delaware 19711.

3. Effective Date. This Certificate of Trust shall be
effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee

By:___________________________
Name:
Title:

THE BANK OF NEW YORK,
as Trustee

By:___________________________
Name:
Title:

<PAGE> 65
EXHIBIT B

_____ ___, 1995

The Depository Trust Company,
55 Water Street, 49th Floor,
New York, New York 10041-0099.

Attention: ____________
General Counsel's Office

Re: BFGoodrich Capital ___% Cumulative Quarterly
Income Preferred Securities, Series A
---------------------------------------------

Ladies and Gentlemen:

The purpose of this letter is to set forth certain matters
relating to the issuance and deposit with The Depository Trust Company ("DTC")
of the BFGoodrich Capital ___% Cumulative Quarterly Income Preferred
Securities, Series A (the "Preferred Securities"), of BFGoodrich Capital, a
Delaware business trust (the "Issuer"). The payment of distributions on the
Preferred Securities and payments due upon liquidation of the Issuer or
redemption of the Preferred Securities are guaranteed by The B.F.Goodrich
Company ("BFG") to the extent set forth in a Guarantee Agreement dated ________
___, 1995 by BFG and The Bank of New York, as guarantee trustee, with respect
to the Preferred Securities. BFG and the Issuer propose to sell the Preferred
Securities to certain Underwriters (the "Underwriters") pursuant to an
Underwriting Agreement dated ________ ___, 1995 by and among the Underwriters,
and BFG dated ________ ___, 1995, and the Underwriters wish to take delivery of
the Preferred Securities through DTC. The Administrative Trustees, acting
together, are acting as transfer agent and registrar with respect to the
Preferred Securities (the "Transfer Agent and Registrar").

To induce DTC to accept the Preferred Securities as eligible
for deposit at DTC, and to act in accordance

<PAGE> 66
with DTC's rules with respect to the Preferred Securities, the Issuer, the
Transfer Agent and Registrar and DTC agree among each other as follows:

1. Prior to the closing of the sale of the Preferred
Securities to the Underwriters, which is expected to occur on or about ________
___, 1995, there shall be deposited with DTC one or more global certificates
(individually and collectively, the "Global certificate") registered in the
name of DTC's nominee, Cede & Co., representing an aggregate of _________
Preferred Securities and bearing the following legend:

Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Issuer or its agent for
registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.

2. The Amended and Restated Trust Agreement of
BFGoodrich Capital provides for the voting by holders of the Preferred
Securities under certain limited circumstances. The Issuer shall establish a
record date for such purposes and shall, to the extent possible, give DTC
notice of such record date not less than 15 calendar days in advance of such
record date.

3. In the event of a stock split, conversion,
recapitalization, reorganization or any other similar transaction resulting in
the cancellation of all or any part of the Preferred Securities outstanding,
the Issuer or the Transfer Agent and Registrar shall send DTC a notice of such
event at least 5 business days prior to the effective date of such event.

4. In the event of distribution on, or an offering or
issuance of rights with respect to, the Preferred Securities outstanding, the
Issuer or the Transfer Agent and Registrar shall send DTC a notice specifying:
(a) the amount of and conditions, if any, applicable to the payment of any such
distribution or any such offering or issuance of rights; (b) any applicable
expiration or

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<PAGE> 67
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means (E.G.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such
notice shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than 30
calendar days nor more than 60 calendar days prior to the payment of any such
distribution or any such offering or issuance of rights with respect to the
Preferred Securities. After establishing the amount of payment to be made on
the Preferred Securities, the Issuer or the Transfer Agent and Registrar will
notify DTC's Dividend Department of such payment 5 business days prior to
payment date. Notices to DTC's Dividend Department by telecopy shall be sent
to (212) 709-1723. Such notices by mail or by any other means shall be sent
to:

Manager, Announcements
Dividend Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

The Issuer or the Transfer Agent and Registrar shall confirm
DTC's receipt of such telecopy by telephoning the Dividend Department at (212)
709-1270.

5. In the event of a redemption by the Issuer of the
Preferred Securities, notice specifying the terms of the redemption and the
Publication Date of such notice shall be sent by the Issuer or the Transfer
Agent and Registrar to DTC not less than 30 calendar days prior to such event
by a secure means in the manner set forth in paragraph 4. Such redemption
notice shall be sent to DTC's Call Notification Department at (516) 227-4164 or
(516) 227-4190, and receipt of such notice shall be confirmed by telephoning
(516) 227-4070. Notice by mail or by any other means shall be sent to:

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<PAGE> 68
Call Notification Department
The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530-4719

6. In the event of any invitation to tender the
Preferred Securities, notice specifying the terms of the tender and the
Publication Date of such notice shall be sent by the Issuer or the Transfer
Agent and Registrar to DTC by a secure means and in a timely manner as
described in paragraph 4. Notices to DTC pursuant to this paragraph and
notices of other corporate actions (including mandatory tenders, exchanges and
capital changes), shall be sent, unless notification to another department is
expressly provided for herein, by telecopy to DTC's Reorganization Department
at (212) 709-1093 or (212) 709-1094 and receipt of such notice shall be
confirmed by telephoning (212) 709-6884, or by mail or any other means to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

7. All notices and payment advices sent to DTC shall
contain the CUSIP number or numbers of the Preferred Securities and the
accompanying designation of the Preferred Securities, which, as of the date of
this letter, is "BFGoodrich Capital ___% Cumulative Quarterly Income Preferred
Securities, Series A".

8. Distribution payments or other cash payments with
respect to the Preferred Securities evidenced by the Global certificate shall
be received by Cede & Co., as nominee of DTC, or its registered assigns in next
day funds on each payment date (or in accordance with existing arrangements
between the Issuer or the Transfer Agent and Registrar and DTC). Such payments
shall be made payable to the order of Cede & Co., and shall be addressed as
follows:

NDFS Redemption Department
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004-2695

9. DTC may by prior written notice direct the Issuer and
the Transfer Agent and Registrar to use any other telecopy number or address of
DTC as the number or address to which notices or payments may be sent.

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<PAGE> 69
10. In the event of a conversion, redemption, or any
other similar transaction (E.G., tender made and accepted in response to the
Issuer's or the Transfer Agent and Registrar's invitation) necessitating a
reduction in the aggregate number of Preferred Securities outstanding evidenced
by the Global certificate, DTC, in its discretion: (a) may request the Issuer
or the Transfer Agent and Registrar to issue and countersign a new Global
certificate; or (b) may make an appropriate notation on the Global certificate
indicating the date and amount of such reduction.

11. DTC may discontinue its services as a securities
depositary with respect to the Preferred Securities at any time by giving at
least 90 days' prior written notice to the Issuer and the Transfer Agent and
Registrar (at which time DTC will confirm with the Issuer or the Transfer Agent
and Registrar the aggregate number of Preferred Securities deposited with it)
and discharging its responsibilities with respect thereto under applicable law.
Under such circumstances, the Issuer may determine to make alternative
arrangements for book-entry settlement for the Preferred Securities, make
available one or more separate global certificates evidencing Preferred
Securities to any Participant having Preferred Securities credited to its DTC
account, or issue definitive Preferred Securities to the beneficial holders
thereof, and in any such case, DTC agrees to cooperate fully with the Issuer
and the Transfer Agent and Registrar and to return the Global certificate, duly
endorsed for transfer as directed by the Issuer or the Transfer Agent and
Registrar, together with any other documents of transfer reasonably requested
by the Issuer or the Transfer Agent and Registrar.

12. In the event that the Issuer determines that
beneficial owners of Preferred Securities shall be able to obtain definitive
Preferred Securities, the Issuer or the Transfer Agent and Registrar shall
notify DTC of the availability of certificates. In such event, the Issuer or
the Transfer Agent and Registrar shall issue, transfer and exchange
certificates in appropriate amounts, as required by DTC and others, and DTC
agrees to cooperate fully with the Issuer and the Transfer Agent and Registrar
and to return the Global certificate, duly endorsed for transfer as directed by
the Issuer or the Transfer Agent and Registrar, together with any other
documents of transfer reasonably requested by the Issuer or the Transfer Agent
and Registrar.

13. This letter may be executed in any number of
counterparts, each of which when so executed shall be deemed

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<PAGE> 70
to be an original, but all such counterparts shall together constitute but one
and the same instrument.

Nothing herein shall be deemed to require the Transfer Agent
and Registrar to advance funds on behalf of the Issuer.

Very truly yours,

BFGoodrich Capital
(As Issuer)

By: The Bank of New York,
Trustee

By: _________________________
Name:
Title:

_________________________________

_________________________________
Administrative Trustees

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By: ________________________
Authorized Officer

B-6

<PAGE> 71
EXHIBIT C

THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number Number of Common Securities
C-1

Certificate Evidencing Common Securities

BFGoodrich Capital

Common Securities
(liquidation amount $25 per Common Security)

BFGoodrich Capital, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that The
B.F.Goodrich Company (the "Holder") is the registered owner of _____ (_____)
common securities of the Trust representing ownership interests in the Trust
and designated the Common Securities (liquidation amount $25 per Common
Security) (the "Common Securities"). In accordance with Section 5.10 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 _______ ___, 1995, 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 will 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.

<PAGE> 72
IN WITNESS WHEREOF, the Administrative Trustees of the Trust
has executed this certificate this ____ day of _________, 1995.

BFGoodrich Capital

By:______________________,
(as Administrative Trustee)

C-2

<PAGE> 73
EXHIBIT D

AGREEMENT AS TO EXPENSES AND LIABILITIES

AGREEMENT dated as of ________ ___, 1995, between The
B.F.Goodrich Company, a New York corporation ("BFG"), and BFGoodrich Capital, a
Delaware business trust (the "Trust").

WHEREAS, the Trust intends to issue its Common Securities (the
"Common Securities") to and receive Debentures from BFG and to issue and sell
BFGoodrich Capital ___% Cumulative Quarterly Income Preferred Securities,
Series A (the "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 ________ __, 1995 as the same may be amended
from time to time (the "Trust Agreement");

WHEREAS, BFG is the issuer of the Debentures;

NOW, THEREFORE, in consideration of the purchase by each
holder of the Preferred Securities, which purchase BFG hereby agrees shall
benefit BFG and which purchase BFG acknowledges will be made in reliance upon
the execution and delivery of this Agreement, BFG and the Trust hereby agree as
follows:

ARTICLE I

Section 1.01. GUARANTEE BY BFG. Subject to the terms and
conditions hereof, BFG hereby irrevocably and unconditionally guarantees to
each person or entity to whom the Trust is now or hereafter becomes indebted or
liable (the "Creditors") the full payment, when and as due, of any and all
Obligations (as hereinafter defined) to such Creditors. As used herein,
"Obligations" means any indebtedness, expenses or liabilities of the Trust,
OTHER THAN obligations of the Trust to pay to holders of any Preferred
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the 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 Creditors, whether or not such
Creditors have received notice hereof.

Section 1.02. TERM OF AGREEMENT. This Agreement shall
terminate and be of no further force and effect upon the date on which there
are no Creditors 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 Preferred Securities or any Creditor

<PAGE> 74
must restore payment of any sums paid under the Preferred Securities, under any
Obligation, under the Guarantee Agreement dated the date hereof by BFG and The
Bank of New York, as guarantee trustee, or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

Section 1.03. WAIVER OF NOTICE. BFG hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and BFG hereby waives presentment, demand for payment, protest, notice
of nonpayment, notice of dishonor, notice of redemption and all other notices
and demands.

Section 1.04. NO IMPAIRMENT. The obligations, covenants,
agreements and duties of BFG 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 Creditors to enforce, assert or exercise any right, privilege,
power or remedy conferred on the Creditors 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 or, or other similar proceedings affecting, the Trust or
any of the assets of the Trust.

There shall be no obligation of the Creditors to give notice to, or obtain the
consent of, BFG with respect to the happening of any of the foregoing.

Section 1.05. ENFORCEMENT. A Creditor may enforce this
Agreement directly against BFG and BFG waives any right or remedy to require
that any action be brought against the Trust or any other person or entity
before proceeding against BFG.

D-2

<PAGE> 75
ARTICLE II

Section 2.01. BINDING EFFECT. All guarantees and agreements
contained in this Agreement shall bind the successors, assigns, receivers,
trustees and representatives of BFG and shall inure to the benefit of the
Creditors.

Section 2.02. AMENDMENT. So long as there remains any
Creditor or any Preferred Securities of any series are outstanding, this
Agreement shall not be modified or amended in any manner adverse to such
Creditor or to the holders of the Preferred Securities.

Section 2.03. NOTICES. Any notice, request or other
communication required or permitted to be given hereunder shall be given in
writing by delivering the same against receipt therefor 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), to wit:

BFGoodrich Capital
c/o The Bank of New York
101 Barclay Street, 21 West
New York, NY 10286
Facsimile No.: _________________.
Attention: Corporate Trust Department

(with a copy to:
The Bank of New York (Delaware)
White Clay Center, Route 273
Newark, Delaware 19711
Facsimile No.: ___________.
Attention: Corporate Trust Department.)

The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799
Facsimile No.: 216-374-4087
Attention: Treasurer
(with a copy to the attention of the
Secretary and to the Administrative Trustees
Facsimile No.: 216-374-3456)

Section 2.04 THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

D-3

<PAGE> 76
THIS AGREEMENT is executed as of the day and year first above
written.

THE B.F.GOODRICH COMPANY

By:______________________
Name:
Title:

BFGoodrich Capital

By:_______________________

_______________________

_______________________
(as Administrative Trustees)

D-4

<PAGE> 77
EXHIBIT E

[IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE
INSERT -] This Preferred Security is a Global Certificate within the meaning
of the Declaration hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository.
This Preferred Security is exchangeable for Preferred Securities registered in
the name of a person other than the Depository or its nominee only in the
limited circumstances described in the Declaration and no transfer of this
Preferred Security (other than a transfer of this Preferred Security as a whole
by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

Unless this Preferred Security is presented by an authorized
representative of The Depository Trust Company (55 Water Street, New York) to
BFGoodrich Capital or its agent for registration of transfer, exchange or
payment, and any Preferred Security issued is registered in the name of Cede &
Co. or such other name as requested by an authorized representative of The
Depository Trust Company and any payment hereon is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein.

Certificate Number Number of Preferred Securities
P-
CUSIP NO.

Certificate Evidencing Preferred Securities

BFGoodrich Capital

___% Cumulative Quarterly Income Preferred Securities,
Series A
(liquidation amount $25 per Preferred Security)

BFGoodrich Capital, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
____________ (the "Holder") is the registered owner of _____ (_____) preferred
securities of the Trust representing an ownership interest in the Trust and
designated the BFGoodrich Capital ___% Cumulative Quarterly Income Preferred
Securities, Series A (liquidation amount $25 per Preferred Security) (the

<PAGE> 78
"Preferred Securities"). The Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney,
upon surrender of this certificate duly endorsed and in proper form for
transfer as provided in Section 5.04 of the Trust Agreement (as defined below).
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Preferred Securities are set forth in, and this
certificate and the Preferred Securities represented hereby are issued 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 _______ ___, 1995, as the
same may be amended from time to time (the "Trust Agreement") including the
designation of the terms of Preferred Securities as set forth therein. The
holder of this certificate is entitled to the benefits of the Guarantee
Agreement entered into by The B.F.Goodrich Company, a New York corporation, and
The Bank of New York, as guarantee trustee, dated as of _______ ___, 1995 (the
"Guarantee") to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the holder of this certificate without
charge upon written request to the Trust at its principal place of business or
registered office.

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

IN WITNESS WHEREOF, the Trustee of the Trust has executed this
certificate this ____ day of _________, 1995.

BFGOODRICH CAPITAL

By: _______________________

_______________________

_______________________
(as Administrative Trustees)

E-2

<PAGE> 79
ASSIGNMENT

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

____________________________________________________________

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

____________________________________________________________

____________________________________________________________
(Insert address and zip code of assignee)

and irrevocably appoints

____________________________________________________________

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

Date:__________________

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

E-3

<PAGE> 1
EXHIBIT 5.1

Richards, Layton & Finger
One Rodney Square
Wilmington, Delaware 19899

June 28, 1995

BFGoodrich Capital
c/o The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799

Re: BFGoodrich Capital
-------------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for The B.F.Goodrich Company, a
New York corporation ("BF Goodrich"), and BFGoodrich Capital, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

(a) The Certificate of Trust of the Trust, dated May 31, 1995 (the
"Certificate"), as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on June 1, 1995;

(b) The Trust Agreement of the Trust, dated as of June 1, 1995, between
BF Goodrich and the trustees of the Trust named therein;

(c) The preliminary prospectus, dated June 28, 1995 (the "Prospectus"),
relating to the % Cumulative Quarterly Income Preferred Securities, Series A
of the Trust representing preferred undivided beneficial interests in the
assets
<PAGE> 2
BFGoodrich Capital
June 28, 1995
Page 2

of the Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities");

(d) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a form of Amended and Restated Trust
Agreement of the Trust, to be entered into among BF Goodrich, the trustees of
the Trust named therein and the holders, from time to time, of the undivided
beneficial interests in the assets of the Trust (the "Trust Agreement"), as
proposed to be filed by BF Goodrich and the Trust with the Securities and
Exchange Commission on or about June 29, 1995; and

(e) A Certificate of Good Standing for the Trust, dated June 28, 1995,
obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) the Trust Agreement and
the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, the due organization or due
formation, as the case may be, and valid existence in good standing of each
party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) the power and
authority of each of the parties to the documents examined by us to execute and
deliver, and to perform its obligations under, such documents, (v) the due
authorization, execution and delivery by all parties thereto of all

<PAGE> 3
BFGoodrich Capital
June 28, 1995
Page 3

documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Securities Certificate for such Preferred Security and
the payment for the Preferred Security acquired by it, in accordance with the
Trust Agreement, the Registration Statement and the Prospectus, and (vii) the
issuance and sale of the Preferred Securities to the Preferred Security Holders
in accordance with the Trust Agreement, the Registration Statement and the
Prospectus. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered only
with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.

Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act, 12 Del. C.
section mark 3801, et. seq.

2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated, pursuant to the Trust Agreement, to (i) provide
indemnity and/or security in connection with and pay taxes or governmental
charges arising from transfers or exchanges of Preferred Securities
Certificates and the issuance of replacement Preferred Securities Certificates,
and (ii) provide security or indemnity in connection with requests of or
directions to the Property Trustee to exercise its rights and powers under the
Trust Agreement.

<PAGE> 4
BFGoodrich Capital
June 28, 1995
Page 4

We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to
the use of our name under the heading "Validity of the Securities" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.

Very truly yours,

RICHARDS, LAYTON & FINGER

WF/WAY/rcd

<PAGE> 1
EXHIBIT 5.2
-----------

Nicholas J. Calise, Esq.
The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799

June 27, 1995

The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799

Dear Sirs:

I have examined the Registration Statement on Form S-3 (Registration Nos.
33-59953 and 33-59953-01) filed by BFGoodrich Capital (the "Trust") and The
B.F.Goodrich Company (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for the registration
of (a) 5,060,000 __% Cumulative Quarterly Income Preferred Securities, Series
A, of the Trust (the "Securities"), (b) the Guarantee Agreement between the
Company and The Bank of New York, as trustee, with respect to the Securities
(the "Guarantee") and (c) the Company's __% Junior Subordinated Debentures,
Series A, Due 2025 (the "Debentures"). The Debentures are to be issued under an
indenture (the "Indenture") between the Company and The Bank of New York, as
trustee.

In my opinion: (a) each of the Guarantee and the Indenture has been duly
authorized, executed and delivered; (b) when the Guarantee has been duly
executed and delivered in connection with the execution, authentication and
delivery of the Securities and the Debentures, the Guarantee will be a valid
and legally binding obligation of the Company; and (c) when the issuance of the
Debentures and approval of the final terms thereof have been duly authorized by
appropriate corporate action and the Debentures have been duly executed,
authenticated and delivered against payment therefor, the Debentures will be
valid and legally binding obligations of the Company entitled to the benefits
provided by the Indenture. The opinions in clauses (b) and (c) of the preceding
sentence

<PAGE> 2
EXHIBIT 5.2
Page 2

are limited to the extent that the enforceability of the Guarantee and the
Debentures may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of the rights of creditors generally and by general principles
of equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to myself under the caption
"Validity of the Securities" in the Registration Statement.

Very truly yours,

Nicholas J. Calise

<PAGE> 1
Exhibit 8.1

White & Case
1155 Avenue of the Americas
New York, NY 10036

June 27, 1995

The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799

BFGoodrich Capital
c/o The B.F.Goodrich Company
3925 Embassy Parkway
Akron, Ohio 44333-1799

Re: BFGoodrich Capital % Cumulative Quarterly Income Preferred Securities
- -----------------------------------------------------------------------------

Dear Sir or Madam:

We have acted as special counsel to The B.F.Goodrich Company (the
"Company") and BFGoodrich Capital (the "Issuer") in connection with the
issuance of up to $126,500,000 aggregate liquidation amount of Cumulative
Quarterly Income Preferred Securities, Series A (the "Preferred Securities") by
the Issuer and the issuance of the Junior Subordinated Debentures, Series A,
Due 2025 (the "Junior Subordinated Debentures") by the Company to the Issuer.
The Preferred Securities are to be sold by the Issuer pursuant to an
Underwriting Agreement among the Issuer, the Company and the Underwriters named
therein (the "Underwriting Agreement"). The Preferred Securities are more fully
described in a Registration Statement on Form S-3 (File Nos. 33-59953 and
33-59953-01) under the Securities Act of 1933, as filed with the Securities and
Exchange Commission on June 5, 1995 (the "Form S-3"). Unless otherwise defined
herein, all terms used herein shall have the meanings ascribed to them in the
Prospectus which forms a part of the Form S-3.

<PAGE> 2
The B.F.Goodrich Company [THIS IS PAGE 2 TO EXHIBIT 8.1]
BFGoodrich Capital
Page 2

In this connection, the Issuer and the Company have furnished us with
copies of (i) the Form S-3; (ii) the Underwriting Agreement; (iii) the Amended
and Restated Trust Agreement among the Company, as Depositor, and the several
trustees named therein; (iv) the Indenture between the Company and The Bank of
New York, as Trustee; and (v) the Guarantee Agreement between the Company, as
Guarantor, and The Bank of New York, as Trustee.

Based upon our examination of the documents listed above and such other
information as we have deemed necessary and appropriate, we hereby confirm our
opinion as set forth in the Prospectus under the caption "United States
Taxation."

We have not considered and render no opinion on any aspect of law other
than as expressly set forth above.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the captions
"United States Taxation" and "Validity of the Securities" in the Prospectus.

Very truly yours,

JTL:JN:lrg WHITE & CASE

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 Nos. 33-59953 and
33-59953-01) and related Prospectus of The B.F.Goodrich Company and BFGoodrich
Capital for the registration of 5,060,000 Quarterly Income Preferred Securities
and to the incorporation by reference therein of our report dated February 3,
1995 with respect to the consolidated financial statements of The B.F.Goodrich
Company incorporated by reference in its Annual Report (Form 10-K) for the year
ended December 31, 1994, filed with the Securities and Exchange Commission.

ERNST & YOUNG LLP

Cleveland, Ohio
June 23, 1995