EXHIBIT 4.4



                           AMENDED AND RESTATED
                              TRUST AGREEMENT

                                   AMONG

                        MERRY LAND PROPERTIES, INC.
                               AS DEPOSITOR,

                         FIRST UNION NATIONAL BANK
                           AS PROPERTY TRUSTEE,

                              WILLIAM J. REIF
                           AS DELAWARE TRUSTEE,

                                    AND

                 THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                       DATED AS OF ___________, 1999

                         MERRY LAND CAPITAL TRUST




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                         MERRY LAND CAPITAL TRUST

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

TRUST INDENTURE                                   TRUST AGREEMENT
ACT SECTION                                               SECTION

Section 310 (a)(1)..............................................8.7
     (a)(2) ....................................................8.7
     (a)(3) ....................................................Not Applicable
     (a)(4) ................................................... 2.7(a)(ii)
     (b)........................................................8.8
Section 311 (a).................................................8.12
     (b)........................................................8.12
Section 312 (a) ................................................5.7
     (b)........................................................5.7
     (c)........................................................5.7
Section 313 (a). ...............................................8.13(a)
     (b)........................................................8.13(b)
     (c)........................................................10.8
     (d)........................................................8.13(c)
Section 314 (a) ................................................8.14
     (b)........................................................Not Applicable
     (c)(1). ...................................................Not Applicable
     (c)(2). ...................................................8.15
     (c)(3) ....................................................Not Applicable
     (d)........................................................Not Applicable
     (e)........................................................1.1, 8.15
Section 315 (a) ................................................8.1(a),8.3(a)
     (b)........................................................8.2, 10.8
     (c)........................................................8.1(a)
     (d)........................................................8.1, 8.3
     (e)........................................................Not Applicable
Section 316 (a) ................................................6.1(b)
     (a)(1)(A). ................................................6.1(b)
     (a)(1)(B)..................................................6.1(b)
     (a)(2). .................................................. Not Applicable
     (b)........................................................6.8
     (c)........................................................6.7
Section 317 (a)(1).  ...........................................2.7
     (b)........................................................5.9
Section 318 (a). .............................................. 10.10

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


                             TABLE OF CONTENTS


ARTICLE 1 DEFINED TERMS................................................. 1
          SECTION 1.1. DEFINITIONS.....................................  1

ARTICLE 2 ESTABLISHMENT OF THE TRUST.................................... 9
          SECTION 2.1. NAME............................................. 9
          SECTION  2.2.  OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
          BUSINESS.......................................................9
          SECTION 2.3. ORGANIZATIONAL EXPENSES......................... 10
          SECTION 2.4. ISSUANCE OF THE PREFERRED SECURITIES............ 10
          SECTION 2.5. SUBSCRIPTION AND PURCHASE OF DEBENTURES; ISSUANCE OF
          THE COMMON SECURITIES. .......................................10
          SECTION 2.6. DECLARATION OF TRUST............................ 10
          SECTION 2.7. AUTHORIZATION  TO  ENTER  INTO CERTAIN TRANSACTIONS.
          ..............................................................11
          SECTION 2.8. ASSETS OF TRUST................................  14
          SECTION 2.9. TITLE TO TRUST PROPERTY........................  14

ARTICLE 3 PAYMENT ACCOUNT.............................................. 14
          SECTION 3.1. PAYMENT ACCOUNT................................. 14

ARTICLE 4 DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION.............. 15
          SECTION 4.1. DISTRIBUTIONS..................................  15
          SECTION 4.2. REDEMPTION...................................... 16
          SECTION 4.3. CONVERSION...................................... 18
     SECTION 4.4. SPECIAL EVENT EXCHANGE OR REDEMPTION................  20
          SECTION 4.5. SUBORDINATION OF COMMON SECURITIES.............. 21
          SECTION 4.6. PAYMENT PROCEDURES.............................. 22
          SECTION 4.7. TAX RETURNS AND REPORTS......................... 22
          SECTION 4.8. PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST..... 22
          SECTION 4.9. PAYMENTS UNDER INDENTURE........................ 22

ARTICLE 5 TRUST SECURITIES CERTIFICATES................................ 22
          SECTION 5.1. INITIAL OWNERSHIP............................... 22
          SECTION 5.2. THE TRUST SECURITIES CERTIFICATES............... 22
          SECTION 5.3. DELIVERY OF TRUST SECURITIES CERTIFICATES....... 23
          SECTION 5.4. REGISTRATION OF TRANSFER AND  EXCHANGE  OF PREFERRED
          SECURITIES....................................................23
          SECTION   5.5.   MUTILATED,   DESTROYED,  LOST  OR  STOLEN  TRUST
          SECURITIES CERTIFICATES.......................................24
          SECTION 5.6. PERSONS DEEMED SECURITY HOLDERS................. 24
          SECTION  5.7.  ACCESS  TO LIST OF  SECURITY  HOLDERS'  NAMES  AND
          ADDRESSES.....................................................24
          SECTION 5.8. MAINTENANCE OF OFFICE OR AGENCY................. 25
          SECTION 5.9. APPOINTMENT OF PAYING AGENT..................... 25
          SECTION 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.... 25
          SECTION 5.11. COMMON SECURITIES CERTIFICATE.................. 26
          SECTION 5.12. RIGHTS OF SECURITY HOLDERS..................... 26

ARTICLE 6 ACT OF SECURITY HOLDERS; MEETINGS; VOTING.................... 26
          SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.................... 26
          SECTION 6.2. NOTICE OF MEETINGS.............................. 28
          SECTION 6.3. MEETINGS OF PREFERRED SECURITY HOLDERS.......... 28
          SECTION 6.4. VOTING RIGHTS................................... 28
          SECTION 6.5. PROXIES, ETC.................................... 29
          SECTION 6.6. SECURITY HOLDER ACTION BY WRITTEN CONSENT....... 29
          SECTION 6.7. RECORD DATE FOR VOTING AND OTHER PURPOSES....... 29
          SECTION 6.8. ACTS OF SECURITY HOLDERS........................ 29
          SECTION 6.9. INSPECTION OF RECORDS........................... 30

ARTICLE 7 REPRESENTATIONS AND WARRANTIES............................... 30
          SECTION  7.1. REPRESENTATIONS  AND  WARRANTIES  OF  THE  PROPERTY
          TRUSTEE AND THE DELAWARE TRUSTEE..............................30
          SECTION 7.2. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR......31

ARTICLE 8 THE TRUSTEES................................................. 31
          SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES............. 31
          SECTION 8.2. NOTICE OF DEFAULTS.............................. 33
          SECTION 8.3. CERTAIN RIGHTS OF PROPERTY TRUSTEE.............. 35
          SECTION  8.4.   NOT  RESPONSIBLE  FOR  RECITALS  OR  ISSUANCE  OF
          SECURITIES....................................................37
          SECTION 8.5. MAY HOLD SECURITIES............................. 37
          SECTION 8.6. COMPENSATION; INDEMNITY; FEES..................  37
          SECTION 8.7. PROPERTY  TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.
          ..............................................................38
          SECTION 8.8. CONFLICTING INTERESTS........................... 38
          SECTION 8.9. RESIGNATION  AND  REMOVAL; APPOINTMENT OF SUCCESSOR.
          ..............................................................39
          SECTION 8.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........40
          SECTION 8.11. MERGER, CONVERSION,  CONSOLIDATION OR SUCCESSION TO
          BUSINESS......................................................41
          SECTION 8.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR
          OR TRUST. ....................................................41
          SECTION 8.13. REPORTS BY PROPERTY TRUSTEE.....................41
          SECTION 8.14. REPORTS TO THE PROPERTY TRUSTEE................ 42
          SECTION 8.15. EVIDENCE OF COMPLIANCE  WITH  CONDITIONS PRECEDENT.
          ..............................................................42
          SECTION 8.16. NUMBER OF TRUSTEES............................. 42
          SECTION 8.17. DELEGATION OF POWER............................ 42

ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER.......................... 43
          SECTION 9.1. DISSOLUTION UPON EXPIRATION DATE................ 43
          SECTION 9.2. EARLY DISSOLUTION................................43
          SECTION 9.3. DISSOLUTION..................................... 43
          SECTION 9.4. LIQUIDATION......................................43
          SECTION 9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR
          REPLACEMENTS OF THE TRUST.....................................45

ARTICLE 10 MISCELLANEOUS PROVISIONS.................................... 45
          SECTION 10.1. LIMITATION OF RIGHTS OF SECURITY HOLDERS........45
          SECTION 10.2. AMENDMENT.......................................46
          SECTION 10.3. SEPARABILITY....................................47
          SECTION 10.4. GOVERNING LAW...................................47
          SECTION 10.5. PAYMENTS DUE ON NON-BUSINESS DAY................47
          SECTION 10.6. SUCCESSORS......................................47
          SECTION 10.7. HEADINGS........................................47
          SECTION 10.8. REPORTS, NOTICES AND DEMANDS....................47
          SECTION 10.9. AGREEMENT NOT TO PETITION.......................48
          SECTION 10.10. TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE
          ACT...........................................................48
          SECTION  10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE
          AND INDENTURE. ...............................................49
          SECTION 10.12. COUNTERPARTS.................................. 49

EXHIBIT A -- Certificate of Trust of Merry Land Capital Trust...........51

EXHIBIT B -- Form of Common Securities of Merry Land Capital Trust......52

EXHIBIT C -- Form of Preferred Securities of Merry Land Capital Trust...54

EXHIBIT D -- Form of Notice of Conversion.............................. 54


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     THIS AMENDED AND  RESTATED  TRUST  AGREEMENT  is dated as of ________,
1999  among:  (i)  Merry  Land  Properties,  Inc.,  a  Georgia  corporation
(including any successors or assigns, the "Depositor");  (ii)  First  Union
National Bank, a national banking association, as property trustee (in such
capacity,  the "Property Trustee" and, in its personal capacity and not  in
its capacity  as  Property  Trustee, the "Bank"); (iii) William J. Reif, as
Delaware  trustee  (in such capacity,  the  "Delaware  Trustee");  (iv)  W.
Tennent Houston, Michael  N.  Thompson,  and Dorrie E. Green, each of whose
address  is c/o Merry Land Properties, Inc.,  624  Ellis  Street,  Augusta,
Georgia 30901  (each,  an  "Administrative  Trustee" and, collectively, the
"Administrative Trustees" and, collectively with  the  Property Trustee and
Delaware  Trustee,  the  "Trustees")  and  (iv)  the  several  Holders   as
hereinafter defined.

                           W I T N E S S E T H:

     WHEREAS, the Depositor and the Delaware Trustee have duly declared and
created a business trust pursuant to the Delaware Business Trust Act by the
entering into a certain trust agreement dated as of September 20, 1999 (the
"Original  Trust  Agreement"),  and  by  the  execution  and  filing by the
Delaware  Trustee  with the Secretary of State of the State of Delaware  of
the Certificate of Trust,  filed on September 20, 1999, attached as Exhibit
A,  for  the  sole  purpose  of  issuing  and  selling  certain  securities
representing undivided beneficial  interests in the assets of the Trust and
investing the proceeds thereof in the Debentures (as defined herein); and

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

     NOW, THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged,  each  party, for the benefit of the other
parties and for the benefit of the Holders  of  the  Preferred  Securities,
hereby agrees as follows:

                          ARTICLE 1 DEFINED TERMS

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

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

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

          (c)  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 6.8.

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

     "ADMINISTRATIVE TRUSTEE" means each of W. Tennent  Houston, Michael N.
     Thompson,  and  Dorrie  E.  Green,  each  solely  in  his capacity  as
     Administrative  Trustee  of  the  Trust  and  not  in  his  individual
     capacity,  or  such Administrative Trustee's successor in interest  in
     such capacity, or  any  successor in interest in such capacity, or any
     successor administrative trustee appointed as herein provided.

     "AFFILIATE" of any specified Person means any other Person directly or
     indirectly controlling or  controlled  by  or under direct or indirect
     common control with such specified Person, provided,  however  that an
     Affiliate  of  the Depositor shall be deemed not to include the Trust.
     For the purposes  of this definition, "control" when used with respect
     to any specified Person  means  the power to direct the management and
     policies of such Person, directly  or  indirectly, whether through the
     ownership  of voting securities, by contract  or  otherwise;  and  the
     terms "controlling"  and "controlled" have meanings correlative to the
     foregoing.

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

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

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

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

     "BANKRUPTCY LAWS" has the meaning specified in Section 10.9.

     "BOARD  OF DIRECTORS" means either  the  board  of  directors  of  the
     Depositor  or  any  committee  of  that  board  duly authorized to act
     hereunder.

     "BUSINESS DAY" means any day other than a Saturday  or Sunday or a day
     on which banking institutions in the city of New York  are  authorized
     or  required  by  law or executive order to remain closed or a day  on
     which the Corporate  Trust  Office  of  the  Property  Trustee  or the
     corporate  trust  office  of  the  Debenture  Trustee,  is  closed for
     business.

     "CLOSING DATE" means the date of execution and delivery of this  Trust
     Agreement.

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

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

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

     "COMMON STOCK" means the Common Shares,  without  par  value,  of  the
     Depositor.

     "CONVERSION AGENT" has the meaning specified in Section 4.3.

     "CONVERSION DATE" has the meaning specified in Section 4.3.

     "CONVERSION PRICE" has the meaning specified in Section 4.3.

     "CORPORATE  TRUST  OFFICE" means the office of the Property Trustee at
     which at any particular time its duties and responsibilities hereunder
     are to be administered,  which office at the date hereof is located at
     999 Peachtree Street, N.E., Suite 1100, Atlanta, Georgia 30309.

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

     "DEBENTURE EVENT OF DEFAULT" means a "Debenture Event  of  Default" as
     defined in the Indenture.

     "DEBENTURE  REDEMPTION DATE" means, with respect to any Debentures  to
     be redeemed under the Indenture, the date fixed for redemption thereof
     under the Indenture.

     "DEBENTURE TRUSTEE"  means  First  Union  National  Bank,  a  national
     banking association, as trustee under the Indenture.

     "DEBENTURES"  means  all  of  the  Depositor's ___% junior convertible
     subordinated  debentures,  $___________   principal   amount,   issued
     pursuant to the Indenture.

     "DELAWARE  BUSINESS  TRUST  ACT"  means  Chapter 38 of Title 12 of the
     Delaware Code, 12 Del. C. Section 3801, et. seq., as it may be amended
     from time to time.

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

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

     "DIRECT ACTION" has the meaning specified in Section 6.8.

     "DISTRIBUTION DATE" has the meaning specified in Section 4.1(a).

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

     "EARLY DISSOLUTION EVENT" has the meaning specified in Section 9.2.

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

     "EXCHANGE NOTICE" has the meaning specified in Section 4.4(b).

     "EXPIRATION DATE" has the meaning specified in Section 9.1.

     "GUARANTEE" means the Guarantee Agreement  executed  and  delivered by
     the  Depositor  and  First  Union  National  Bank,  a national banking
     association,   as  guarantee  trustee,  contemporaneously   with   the
     execution and delivery of this Trust Agreement, for the benefit of the
     Holders of the Preferred Securities, as amended from time to time.

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

     "INDENTURE" means the Junior Convertible Subordinated Indenture, dated
     as of ___________ ___, 1999 between  the  Depositor  and the Debenture
     Trustee, as amended or supplemented from time to time.

     "INVESTMENT COMPANY EVENT" means the receipt by the Property  Trustee,
     on  behalf  of the Trust, of an Opinion of Counsel, rendered by a  law
     firm having a  national  tax and securities practice (which Opinion of
     Counsel shall not have been rescinded by such law firm), to the effect
     that, as a result of the occurrence  of  a change in law or regulation
     or a change in interpretation or application  of  law or regulation by
     any  legislative  body,  court,  governmental  agency  or   regulatory
     authority  (a  "Change  in  1940  Act  Law"),  there  is  more than an
     insubstantial  risk  that  the  Trust  is  or  will  be considered  an
     "investment company" that is required to be registered  under the 1940
     Act,  which Change in 1940 Act Law becomes effective on or  after  the
     date of original issuance of the Preferred Securities under this Trust
     Agreement.

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

     "LIQUIDATION AMOUNT" means an amount with respect to the assets of the
     Trust equal to $10 per Trust Security.

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

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

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

     "NOTICE OF CONVERSION" means the notice given by a Holder of Preferred
     Securities to the  Conversion  Agent directing the Conversion Agent to
     exchange such Preferred Security  for  Debentures  and to convert such
     Debentures into Common Stock on behalf of such holder.  Such notice is
     substantially in the form set forth in Exhibit D.

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

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

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

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

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

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

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

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

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

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

     "OPTIONAL  REDEMPTION  PRICE"  means  with  respect   to   the   Trust
     Securities,  $10  per  Trust  Security,  plus  accumulated  and unpaid
     Distributions  (including  any  Additional Sums), if any, to the  date
     fixed  for  redemption.   In  the  event  of  a  redemption  of  Trust
     Securities upon the occurrence of a  Tax Event, Trust Securities shall
     be redeemed at the redemption price of  $10 per Trust Security and all
     accumulated and unpaid Distributions (including  any Additional Sums),
     if  any,  to  the  date  fixed  for  redemption.  In the  event  of  a
     Provisional Redemption, Trust Securities  shall  be  redeemed  at  the
     redemption  price  of  $10  per  Trust  Security, plus accumulated and
     unpaid Distributions (including any Additional  Sums),  if any, to the
     date fixed for redemption.

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

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

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

          (c)  Trust  Securities  which  have been exchanged for Debentures
          pursuant to Section 4.4; and

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

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

     "PAYING AGENT" means any paying agent  or  co-paying  agent  appointed
     pursuant to Section 5.9.

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

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

     "PREFERRED  SECURITIES  CERTIFICATE"  means  a certificate  evidencing
     ownership of Preferred Securities, substantially  in the form attached
     as  Exhibit  C,  issued  in  certificated,  fully registered  form  as
     provided in Section 5.2.

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

     "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 and
     not  in its individual capacity, or its successor in interest in  such
     capacity,  or  any  successor  property  trustee  appointed  as herein
     provided.

     "PROVISIONAL REDEMPTION" has the meaning specified in the Indenture.

     "REDEMPTION  DATE"  means,  with  respect to any Trust Security to  be
     redeemed, each Debenture Redemption Date.

     "REDEMPTION PRICE" means, with respect  to any Trust Security, $10 per
     Trust Security, plus accumulated and unpaid  Distributions  (including
     any Additional Sums) to the date of redemption.

     "RELEVANT TRUSTEE" has the meaning specified in Section 8.9.

     "RESPONSIBLE  OFFICER"  means  any  officer  assigned to the corporate
     trust  office,  including  any  managing  director,   vice  president,
     assistant vice president, assistant treasurer, assistant  secretary or
     any  other  officer  of  the  Property Trustee or the Delaware Trustee
     customarily performing functions  similar to those performed by any of
     the above designated officers and having direct responsibility for the
     administration of this Trust Agreement,  and  also,  with respect to a
     particular matter, any other officer, to whom such matter  is referred
     because  of  such  officer's  knowledge  of  and familiarity with  the
     particular subject.

     "SECURITIES REGISTER" and "SECURITIES REGISTRAR"  have  the respective
     meanings specified in Section 5.4.

     "SECURITY  HOLDER"  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.

     "SPECIAL EVENT" means a Tax Event or an Investment Company Event.

     "SUCCESSOR PROPERTY TRUSTEE" has the meaning specified in Section 8.9.

     "SUCCESSOR DELAWARE TRUSTEE" has the meaning specified in Section 8.9.

     "SUCCESSOR SECURITIES" has the meaning specified in Section 9.5.

     "SUPER MAJORITY" has the meaning specified in Section 8.2.

     "TAX EVENT"  means  the  receipt by the Property Trustee, on behalf of
     the Trust, of an Opinion of  Counsel,  rendered by a law firm having a
     national tax and securities practice (which  Opinion  of Counsel shall
     not have been rescinded by such law firm), to the effect  that,  as  a
     result  of  any  amendment  to,  or  change  (including  any announced
     prospective  change)  in, the laws (or any regulations thereunder)  of
     the United States or any  political  subdivision  or  taxing authority
     thereof or therein affecting taxation, or as a result of  any official
     administrative  pronouncement  or  judicial  decision interpreting  or
     applying  such  laws  or  regulations, which amendment  or  change  is
     effective or such pronouncement  or  decision is announced on or after
     the  date of issuance of the Preferred  Securities  under  this  Trust
     Agreement  and  does  not  pertain  to  the use of the proceeds of the
     issuance of the Debentures, there is more  than  an insubstantial risk
     in each case after the date thereof that (i) the Trust  is, or will be
     within 90 days after the date thereof, subject to United State Federal
     income  tax  with  respect  to  income  received  or  accrued  on  the
     Debentures,  (ii)  interest payable by the Depositor on the Debentures
     is  not, or within 90  days  after  the  date  thereof  will  not  be,
     deductible,  in whole or in part, for United States Federal income tax
     purposes or (iii)  the  Trust  is, or will be within 90 days after the
     date thereof, subject to more than  DE  MINIMIS amount of other taxes,
     duties, assessments or other governmental charges.

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

     "TRUST AGREEMENT" means this Amended and Restated  Trust Agreement, as
     the same may be modified, amended or supplemented in  accordance  with
     the  applicable  provisions  hereof,  including  all  exhibits hereto,
     including,  for  all  purposes  of  this  Trust  Agreement  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 (a) the Debentures, (b) any cash on deposit in,
     or owing to, the  Payment  Account  and (c) all proceeds and rights in
     respect of the foregoing to be held by  the  Property Trustee pursuant
     to the terms of this Trust Agreement for the benefit  of  the Security
     Holders.

     "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.

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

                   ARTICLE 2 ESTABLISHMENT OF THE TRUST

     SECTION 2.1. NAME. The Trust continued hereby shall be known as "Merry
Land Capital Trust," as such  name may be modified from time to time by the
Administrative Trustees following  written  notice  to the Holders of Trust
Securities and the other Trustees, in which name the  Trustees  may conduct
the business of the Trust, make and execute contracts and other instruments
on behalf of the Trust and sue and be sued.

     SECTION  2.2.  OFFICE  OF  THE  DELAWARE  TRUSTEE; PRINCIPAL PLACE  OF
BUSINESS. The address of the Delaware Trustee in  the  State of Delaware is
c/o  The Corporation Trust Company, Corporation Trust Center,  1209  Orange
Street,  Wilmington,  Delaware 19801, or such other address in the State of
Delaware as the Delaware  Trustee  may  designate  by written notice to the
Depositor. The principal executive office of the Trust is 624 Ellis Street,
Augusta, Georgia 30901

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

     SECTION 2.4. ISSUANCE OF THE PREFERRED  SECURITIES.  Contemporaneously
with the execution and delivery of this Trust Agreement, an  Administrative
Trustee,  on behalf of the Trust, shall execute in accordance with  Section
5.2 and deliver  Preferred  Securities  Certificates  to  Persons  who have
validly  subscribed  for the Preferred Securities in accordance with rights
distributed to holders  of  the  Common  Stock,  in  an aggregate amount of
______  Preferred  Securities  having  an aggregate Liquidation  Amount  of
$____,000,  against  receipt  of  the  aggregate  purchase  price  of  such
Preferred Securities of $____,000, which amount the Administrative Trustees
shall promptly deliver to the Property Trustee.

     SECTION 2.5. SUBSCRIPTION AND PURCHASE  OF DEBENTURES; ISSUANCE OF THE
COMMON SECURITIES. Contemporaneously with the  execution  and  delivery  of
this  Trust  Agreement,  an Administrative Trustee, on behalf of the Trust,
shall subscribe to and purchase  Debentures  from the Depositor, registered
in the name of the Property Trustee (in its capacity as such) and having an
aggregate principal amount equal to $__________,  and,  in  satisfaction of
the purchase price for such Debentures, the Property Trustee,  on behalf of
the  Trust,  shall  deliver  to  the  Depositor  the  sum  of $___________.
Contemporaneously  therewith, an Administrative Trustee, on behalf  of  the
Trust, shall execute  in  accordance  with  Section  5.2 and deliver to the
Depositor  Common Securities Certificates registered in  the  name  of  the
Depositor, in  an  aggregate  amount  of __,000 Common Securities having an
aggregate Liquidation Amount of $_,_00,000 against receipt of the aggregate
purchase price of such Common Securities  from the Depositor of Debentures,
registered in the name of the Property Trustee  (in  its  capacity as such)
and having an aggregate principal amount equal to $_,_00,000.

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

     SECTION 2.7. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

     (a) The Trustees shall conduct the affairs of the Trust  in accordance
     with the terms of this Trust Agreement. Subject to the limitations set
     forth  in  Section  2.6  and  paragraph  (b)  of this Section, and  in
     accordance with the following provisions (i) and  (ii),  the  Trustees
     shall  have  the exclusive power, duty and the authority to cause  the
     Trust to engage in the following activities:

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

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

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

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

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

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

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

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

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

                    (i)  causing the Trust  not  to  be  deemed  to  be  an
                    Investment  Company required to be registered under the
                    1940 Act;

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

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

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

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

               (A) the establishment of the Payment Account;

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

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

               (D) the distribution from the Trust Property of amounts owed
               to the Security Holders in respect of the Trust Securities;

               (E) the exercise of all of the rights, powers and privileges
               of a holder of the Debentures;

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

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

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

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

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

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

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

               (A)  file  a  Certificate  of Trust in the form attached  as
               Exhibit A with the Delaware Secretary of State;

               (B) file an amendment to the  Certificate  of  Trust  of the
               Trust if so requested by the Administrative Trustees; and

               (C)  forward  notices  received  in his capacity as Delaware
               Trustee to the Administrative Trustees.


     (b) So long as this Trust Agreement remains  in  effect, the Trust (or
     the Trustees acting on behalf of the Trust) shall  not  undertake  any
     business,  activities  or  transaction  except  as  expressly provided
     herein or contemplated hereby. In particular, the Trust shall not, and
     the  Trustees  shall not, cause the Trust to (i) invest  any  proceeds
     received  by the  Trust  from  holding  the  Debentures  (rather,  the
     Trustees shall  distribute  all  such proceeds to the Security Holders
     pursuant  to  the  terms  of  this  Trust   Agreement  and  the  Trust
     Securities), acquire any investments or engage  in  any activities not
     authorized  by  this  Trust  Agreement,  (ii) sell, assign,  transfer,
     exchange, mortgage, pledge, set-off or otherwise dispose of any of the
     Trust Property or interests therein, including  to  Security  Holders,
     except as expressly provided herein, (iii) take any action that  would
     cause  the  Trust to fail or cease to qualify as a "grantor trust" for
     United States  Federal  income  tax  purposes,  (iv) make any loans or
     incur any indebtedness for borrowed money or issue any other debt, (v)
     take or consent to any action that would result in  the placement of a
     Lien on any of the Trust Property, (vi) possess any power or otherwise
     act  in  such a way as to vary the Trust assets or the  terms  of  the
     Trust Securities  in  any  way  whatsoever  except as permitted by the
     terms of this Trust Agreement, or (vii) issue  any securities or other
     evidences of beneficial ownership of, or beneficial  interest  in, the
     Trust  other  than  the  Trust Securities. The Administrative Trustees
     shall  defend all claims and  demands  of  all  Persons  at  any  time
     claiming any Lien on any of the Trust Property adverse to the interest
     of the Trust  or  the  Security  Holders in their capacity as Security
     Holders.

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

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

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

          (iii) to the extent necessary, to prepare for filing by the Trust
          with  the Commission and to execute on  behalf  of  the  Trust  a
          registration  statement  on Form 8-A relating to the registration
          of the Preferred Securities  under  Section 12(b) or 12(g) of the
          Securities  Exchange  Act  of  1934,  as amended,  including  any
          amendments thereto (it being understood  that  neither  the Trust
          nor the Depositor has any obligation under the Indenture  or  the
          Trust  Agreement  to  register  any  Trust  Securities  under the
          Securities Exchange Act of 1934, as amended or to list any  Trust
          Securities on any securities exchange);

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

     (d)   Notwithstanding   anything   herein   to   the   contrary,   the
     Administrative  Trustees  are  authorized  and directed to conduct the
     affairs of the Trust and to operate the Trust  so  that the Trust will
     not be deemed to be an "investment company" required  to be registered
     under  the  1940  Act, or taxed as a corporation or a partnership  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 their discretion  to  be necessary or desirable
     for such purposes, so long as such action does not adversely affect in
     any  material respect the interests of the Holders  of  the  Preferred
     Securities except as otherwise provided in Section 10.2(a).

     SECTION 2.8. ASSETS OF TRUST. The assets of the Trust shall consist of
only the Trust Property.

     SECTION  2.9.  TITLE  TO  TRUST  PROPERTY.  Legal  title  to all Trust
Property  shall  be  vested  at  all times in the Property Trustee (in  its
capacity  as  such) and shall be held  and  administered  by  the  Property
Trustee for the benefit of the Trust and the Security Holders in accordance
with this Trust  Agreement. The Security Holders shall not have legal title
to any part of the  assets  of  the  Trust,  but  shall  have  an undivided
beneficial interest in the assets of the Trust.

                         ARTICLE 3 PAYMENT ACCOUNT

     SECTION 3.1. PAYMENT ACCOUNT.

     (a)  On  or  prior  to  the  Closing  Date, the Property Trustee shall
     establish the Payment Account. The Property  Trustee  and any agent of
     the  Property Trustee shall have exclusive control and sole  right  of
     withdrawal  with  respect  to  the  Payment Account for the purpose of
     making  deposits  in  and  withdrawals from  the  Payment  Account  in
     accordance with this 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  Security  Holders  and  for  distribution  as  herein
     provided, including (and subject to) any priority of payments provided
     for herein.

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


         ARTICLE 4 DISTRIBUTIONS; REDEMPTION; EXCHANGE; CONVERSION

     SECTION 4.1. DISTRIBUTIONS.

     (a) Distributions on the  Trust  Securities  shall  be cumulative, and
     shall  accrue from the date of original issuance, or the  most  recent
     Distribution  Date  (as  defined herein) and, except in the event that
     the Depositor exercises its  right to defer the payment of interest on
     the Debentures pursuant to the  Indenture,  shall be payable quarterly
     in arrears on September 30, December 31, March 31, and June 30 of each
     year, commencing on December 31, 1999 (which  dates  correspond to the
     interest payment dates on the Debentures), when, as and  if  available
     for payment by the Property Trustee, as further described in paragraph
     (c)  of  this  Section  4.1.  If  any  date on which Distributions are
     otherwise payable on the Trust Securities  is not a Business Day, then
     the payment of such Distributions shall be made on the next succeeding
     day  which is a Business Day (and no interest  shall  accrue  for  the
     period  from  and  after  such date until the next succeeding Business
     Day) with the same force and effect as if made on such date (each date
     on which Distributions are  payable  in  accordance  with this Section
     4.1(a), a "Distribution Date").

     (b) The Trust Securities represent undivided beneficial  interests  in
     the  Trust  Property,  and  the  Distributions on the Trust Securities
     shall be payable at a rate of ___% per annum of the Liquidation Amount
     of the Trust Securities; provided, however if the Depositor defers the
     payment  of  interest on the Debentures,  the  interest  rate  on  the
     Debentures will  increase  to  a  rate  that  will yield an annualized
     return  of  ___%  compounded  quarterly, and the rate  of  accrual  of
     distributions on the Trust Securities  will  be  adjusted  to the same
     extent.   No interest will accrue on unpaid interest.  Whenever  there
     is unpaid deferred  interest  outstanding,  the  interest  rate on the
     Debentures  (and  the  rate  of  accrual  of  dividends  on  the Trust
     Securities)  will  be adjusted quarterly to the rate corresponding  to
     the number of quarters  for  which  interest  has  been  deferred,  as
     follows:

<TABLE>
<CAPTION>
   Quarters of                      Quarters of
DEFERRED INTEREST ADJUSTED RATE  DEFERRED INTEREST       ADJUSTED RATE
<S>                    <C>               <C>                    <C>
        0            9.0000000%         11                  11.4957945
        1             9.2025000         12                  11.7544499
        2             9.4095563         13                  12.0189250
        3             9.6212713         14                  12.2893508
        4             9.8377499         15                  12.5658612
        5            10.0590992         16                  12.8485931
        6            10.2854290         17                  13.1376865
        7            10.5168511         18                  13.4332844
        8            10.7534803         19                  13.7355333
        9            10.9954336         20                  14.0445828
       10            11.2428308
</TABLE>

     The  interest  rate  on  the  Debentures  (and the rate of accrual of
     dividends on the Trust Securities) will be  effective  beginning  the
     calendar  day  subsequent  to  the  due date of the interest payment.
     Upon payment of all deferred interest on the Debentures, the interest
     rate  thereon (and the rate of accrual  of  dividends  on  the  Trust
     Securities)  will  return  to _____% per annum, effective on the date
     all deferred interest is paid.   The  amount of Distributions payable
     for any period shall be computed on the  basis  of  a 360-day year of
     twelve   30-day   months.   For  periods  less  than  a  full  month,
     Distributions shall reflect interest  on  Debentures  computed on the
     basis of the actual number of elapsed days based on a 360-day year.

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

     (d)  Distributions  on  the  Trust   Securities  with  respect  to  a
     Distribution Date shall be payable to  the  Holders  thereof  as they
     appear  on  the  Securities  Register for the Trust Securities on the
     relevant record date, which shall  be the date which is the fifteenth
     day (whether or not a Business Day)  next preceding such Distribution
     Date.

     SECTION 4.2. REDEMPTION.

     (a) Upon an optional redemption (as set  forth  in  the Indenture) of
     Debentures,  the  proceeds from such redemption shall be  applied  to
     redeem Trust Securities  having an aggregate Liquidation Amount equal
     to the aggregate principal  amount  of  the Debentures so redeemed by
     the Depositor, including pursuant to Section  4.4,  at  the  Optional
     Redemption  Price,  and upon a mandatory redemption (as set forth  in
     the Indenture) of Debentures, the proceeds from such redemption shall
     be  applied  to  redeem   Trust   Securities,   having  an  aggregate
     Liquidation  Amount equal to the aggregate principal  amount  of  the
     Debentures so redeemed by the Depositor, at the Redemption Price. The
     Trust may not  redeem fewer than all the Outstanding Trust Securities
     unless all accrued  and  unpaid  Distributions  have been paid on all
     Trust  Securities for all quarterly Distribution periods  terminating
     on or prior to the date of redemption.

     (b) Notice  of redemption (which notice will be irrevocable) 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 the Depositor and  each  Holder  of  Trust  Securities  to be
     redeemed,  at  such  Holder's address as it appears in the Securities
     Register. All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption  Price  or the Optional Redemption Price, as
          the case may be;

          (iii) the record date for the  determination of Holders entitled
          to  receive  payment  of  the  Redemption   Price   or  Optional
          Redemption  Price,  as  the case may be, as provided in  Section
          4.2(d);

          (iv) the CUSIP number;

          (v) if less than all of the  Outstanding Trust Securities are to
          be redeemed, the identification  and  the  aggregate Liquidation
          Amount of the particular Trust Securities to be redeemed;

          (vi)  the  Conversion  Price  and  that  a Holder  of  Preferred
          Securities  who  desires  to  convert such Preferred  Securities
          called  for  redemption  must  satisfy   the   requirements  for
          conversion contained in Section 4.3 below;

          (vii) that on the Redemption Date the Redemption  Price  or  the
          Optional  Redemption  Price, as the case may be, will become due
          and payable upon each such  Trust  Security  to  be redeemed and
          that  Distributions  thereon will cease to accrue on  and  after
          said date; and

          (viii) the place or places where such Trust Securities are to be
          surrendered for payment  of the Redemption Price or the Optional
          Redemption Price, as the case may be.

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

     (d) If the Property Trustee  gives  a notice of redemption in respect
     of any Trust Securities, then, by 12:00  noon, Eastern Standard Time,
     on  the  Redemption  Date, subject to Section  4.2(c),  the  Property
     Trustee  will  irrevocably   deposit  with  the  Paying  Agent  funds
     sufficient  to  pay  the  applicable  Redemption  Price  or  Optional
     Redemption Price, as the case  may  be,  on  the Trust Securities and
     will give the Paying Agent irrevocable instructions  and authority to
     pay  the  Redemption Price or the Optional Redemption Price,  as  the
     case may be,  to  the  Holders  thereof upon surrender of their Trust
     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 Securities 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 Security Holders holding Trust Securities  so  called  for
     redemption  will cease, except (i) the right of such Security Holders
     to receive the  Redemption Price or the Optional Redemption Price, as
     the case may be,  but without interest, and (ii) the right to convert
     such Preferred Securities into Common Stock in the manner provided in
     Section 4.3 through the close of business on the Redemption Date; and
     such Trust Securities will cease to be Outstanding. In the event that
     any date on which any  Redemption  Price  or  the Optional Redemption
     Price,  as the case may be, is payable is not a  Business  Day,  then
     payment of  the Redemption Price or the Optional Redemption Price, as
     the case may  be,  payable  on  such  date  will  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, such payment
     shall  be made on the immediately preceding  Business  Day,  in  each
     case, with the same force and effect as if made on such date. Payment
     of the Redemption Price or the Optional Redemption Price, as the case
     may be, shall be made to the Holders of such Trust Securities as they
     appear on  the  Securities  Register  for the Trust Securities on the
     relevant record date, which shall be the  date which is the fifteenth
     day (whether or not a Business Day) preceding such Redemption Date.

     (e)  If  less than all the Outstanding Trust  Securities  are  to  be
     redeemed on  a Redemption Date, then the aggregate Liquidation Amount
     of Trust Securities  to  be redeemed shall be allocated on a PRO RATA
     basis (based on Liquidation  Amounts) among the Common Securities and
     the Preferred Securities that  are  to  be  redeemed.  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  lot or by such other method as the Property  Trustee
     shall  deem fair and  appropriate  and  which  may  provide  for  the
     selection  for  redemption  of  portions (equal to $10 or an integral
     multiple of $10 in excess thereof)  of  the Liquidation Amount of the
     Preferred Securities. The Property Trustee  shall promptly notify the
     Securities  Registrar  and the Conversion Agent  in  writing  of  the
     Preferred Securities selected  for redemption and, in the case of any
     Preferred Securities selected for partial redemption, the Liquidation
     Amount  thereof  to  be redeemed. For  all  purposes  of  this  Trust
     Agreement, unless the  context  otherwise  requires,  all  provisions
     relating  to the redemption of Preferred Securities shall relate,  in
     the case of  any Preferred Securities redeemed or to be redeemed only
     in part, to the  portion  of  the  Liquidation  Amount  of  Preferred
     Securities which has been or is to be redeemed. In the event  of  any
     redemption  in  part,  the  Trust shall not be required to (i) issue,
     register the transfer of or exchange  any Preferred Security during a
     period  beginning  at  the opening of business  15  days  before  any
     selection for redemption  of  Preferred  Securities and ending at the
     close of business on the earliest date in  which  the relevant notice
     of  redemption  is  deemed  to  have  been  given  to all Holders  of
     Preferred Securities to be so redeemed or (ii) register  the transfer
     of   or   exchange  of  any  Preferred  Securities  so  selected  for
     redemption,  in  whole  or in part, except for the unredeemed portion
     any Preferred Securities being redeemed in part.

     (f) In the event of any redemption,  the  Trust shall not be required
     to issue, register the transfer of or exchange any Preferred Security
     during a period beginning at the opening of  business  15 days before
     any  Redemption  Date  and  ending at the close of business  on  such
     Redemption Date.

     SECTION 4.3. CONVERSION. The  Holders of Trust Securities, subject to
the limitations set forth in this Section,  shall have the right, at their
option,  to  cause the Conversion Agent to convert  Trust  Securities,  on
behalf of the  converting  Holders,  into  shares  of  Common Stock in the
manner  described  herein  on  and  subject  to  the following  terms  and
conditions:

     (i)  The Trust Securities will be convertible  into  fully  paid  and
     nonassessable  shares  of  Common  Stock  pursuant  to  the  Holder's
     direction  to  the Conversion Agent to exchange such Trust Securities
     for a portion of  the  Debentures  having a principal amount equal to
     the  aggregate  Liquidation  Amount of  such  Trust  Securities,  and
     immediately convert such amount  of  Debentures  into  fully paid and
     nonassessable shares of Common Stock at an initial rate  of  ________
     shares  of  Common Stock for each Trust Security (which is equivalent
     to a conversion  price  of  approximately  $  _____ per $10 principal
     amount of Debentures), subject to all of the adjustments with respect
     to  the  conversion  price  of the Debentures, as set  forth  in  the
     Indenture (as so adjusted, "Conversion Price").

     (ii) In order to convert Trust  Securities  into  Common  Stock,  the
     Holder  of such Trust Securities shall submit to the Conversion Agent
     an irrevocable  Notice  of  Conversion to convert Trust Securities on
     behalf of such Holder, together with such certificates. The Notice of
     Conversion shall (i) set forth  the  number of Trust Securities to be
     converted and the name or names, if other  than  the Holder, in which
     the  shares  of  Common  Stock should be issued and (ii)  direct  the
     Conversion Agent (a) to exchange  such Trust Securities for a portion
     of  the  Debentures held by the Property  Trustee  (at  the  rate  of
     exchange specified in the preceding paragraph) and (b) to immediately
     convert such  Debentures, on behalf of such Holder, into Common Stock
     (at the conversion  rate  specified  in the preceding paragraph). The
     Conversion Agent shall notify the Property  Trustee in writing of the
     Holder's election to exchange Trust Securities  for  a portion of the
     Debentures  held  by  the  Property Trustee and the Property  Trustee
     shall, upon receipt of such written notice, deliver to the Conversion
     Agent the appropriate principal  amount of Debentures for exchange in
     accordance with this Section. The  Conversion  Agent  shall thereupon
     notify  the  Depositor  of  the  Holder's  election  to convert  such
     Debentures  into shares of Common Stock. Holders of Trust  Securities
     at the close  of  business on a Distribution payment record date will
     be entitled to receive the Distribution paid on such Trust Securities
     on the corresponding Distribution Date notwithstanding the conversion
     of such Trust Securities  on  or following such record date but prior
     to such Distribution Date. Except  as  provided  above,  neither  the
     Trust  nor  the  Depositor  will  make,  or  be required to make, any
     payment, allowance or adjustment upon any conversion  on  account  of
     any  accumulated  and  unpaid Distributions whether or not in arrears
     accrued on the Trust Securities  surrendered  for  conversion,  or on
     account  of  any  accumulated  and  unpaid dividends on the shares of
     Common Stock issued upon such conversion.  Trust Securities submitted
     for  conversion  prior  to  the  expiration of conversion  rights  as
     provided in Section 4.3(iii) shall  be  deemed to have been converted
     immediately prior to the close of business  on  the  day  on which an
     irrevocable Notice of Conversion relating to such Trust Securities is
     received  by  the  Conversion  Agent in accordance with the foregoing
     provision (the "Conversion Date").  The Person or Persons entitled to
     receive the Common Stock issuable upon  conversion  of the Debentures
     shall be treated for all purposes as the record holder  or holders of
     such  Common  Stock  on  the  date  of  conversion.  As  promptly  as
     practicable  on  or  after  the Conversion Date, the Depositor  shall
     issue and deliver at the office of the Conversion Agent a certificate
     or  certificates  for the number  of  full  shares  of  Common  Stock
     issuable upon such  conversion,  together  with  the cash payment, if
     any,  in lieu of any fraction of any share to the Person  or  Persons
     entitled to receive the same, unless otherwise directed by the Holder
     in the notice of conversion and the Conversion Agent shall distribute
     such certificate or certificates to such Person or Persons.

     (iii) The  conversion  rights  of  holders  of the Debentures and the
     corresponding conversion rights of Holders of  Trust Securities shall
     expire at the close of business on the date set for redemption of the
     Trust  Securities upon the mandatory or optional  redemption  of  the
     Debentures.

     (iv) Each  Holder  of  a  Trust  Security  by  its acceptance thereof
     initially  appoints  the  Property  Trustee,  not in  its  individual
     capacity but solely as conversion agent, (the "Conversion Agent") for
     the  purpose  of  effecting  the  conversion of Trust  Securities  in
     accordance  with  this  Section.  In  effecting  the  conversion  and
     transactions described in this Section, the Conversion Agent shall be
     acting as agent of the Holders of Trust  Securities  directing  it to
     effect  such  conversion transactions. The Conversion Agent is hereby
     authorized (i)  to  exchange  Trust  Securities from time to time for
     Debentures held by the Trust in connection  with  the  conversion  of
     such  Trust  Securities  in  accordance with this Section and (ii) to
     convert all or a portion of the  Debentures  into  Common  Stock  and
     thereupon  to  deliver such shares of Common Stock in accordance with
     the provisions of this Section and to deliver to the Property Trustee
     any  new  Debenture  or  Debentures  for  any  resulting  unconverted
     principal amount  delivered  to the Conversion Agent by the Debenture
     Trustee.

     (v) No fractional shares of Common  Stock  will be issued as a result
     of conversion, but, in lieu thereof, such fractional interest will be
     paid in cash by the Depositor to the Conversion  Agent  in  an amount
     equal  to  the  Current  Market Price of the fractional share of  the
     Common Stock, and the Conversion Agent will in turn make such payment
     to the Holder or Holders of Trust Securities so converted.

     (vi) Nothing in this Section  4.3  shall limit the requirement of the
     Trust to withhold taxes pursuant to the terms of the Trust Securities
     or as set forth in this Trust Agreement  or otherwise required of the
     Property Trustee or the Trust to pay any amounts  on  account of such
     withholdings.

     SECTION 4.4. SPECIAL EVENT EXCHANGE OR REDEMPTION.

     (a)  If  a Special Event shall occur and be continuing, the  Property
     Trustee shall direct the Conversion Agent to exchange all Outstanding
     Trust Securities  for  Debentures  having a principal amount equal to
     the  aggregate  Liquidation Amount of  the  Trust  Securities  to  be
     exchanged and with  accrued interest in an amount equal to any unpaid
     Distribution on the Trust Securities; provided, however, that, in the
     case of a Tax Event, the Depositor shall have the right to (i) direct
     that less than all, or  none, as appropriate, of the Trust Securities
     be so exchanged if and for  so  long  as  the  Depositor  shall  have
     elected to pay any Additional Sums (as defined in the Indenture) such
     that  the  amount  received  by  Holders  of  Trust Securities not so
     exchanged in respect of Distributions and other distributions are not
     reduced as a result of such Tax Event, and shall not have revoked any
     such election or failed to make such payments or (ii) cause the Trust
     Securities to be redeemed in the manner set forth  below.  If  a  Tax
     Event  shall  occur  or  be  continuing, the Depositor shall have the
     right, upon not less than 30 nor more than 60 days' notice, to redeem
     the  Debentures,  in  whole or in  part,  for  cash  within  90  days
     following the occurrence  of  such Tax Event. Promptly following such
     redemption, Trust Securities with  an  aggregate  Liquidation  Amount
     equal to the aggregate principal amount of the Debentures so redeemed
     will  be  redeemed  by  the  Trust  at  the Optional Redemption Price
     applicable in the event of a redemption upon  the occurrence of a Tax
     Event on a pro rata basis.

     (b) Notice of any exchange pursuant to this Section 4.4 (an "Exchange
     Notice")  of  the Trust Securities, which Exchange  Notice  shall  be
     irrevocable, will  be  given  by  the Property Trustee by first-class
     mail to the Depositor and to each record  Holder  of Trust Securities
     to be exchanged not fewer than 30 nor more than 60  days prior to the
     date fixed for exchange thereof. For purposes of the  calculation  of
     the  date  of  exchange  and  the  dates  on  which notices are given
     pursuant to this paragraph (b), an Exchange Notice shall be deemed to
     be given on the day such notice is first mailed  by first-class mail,
     postage  prepaid,  to  each  Holder.  Each Exchange Notice  shall  be
     addressed to each Holder of Trust Securities  at  the address of such
     Holder appearing in the books and records of the Trust. Each Exchange
     Notice  shall  state:  (A)  the  exchange  date;  (B)  the  aggregate
     Liquidation   Amount  and  any  unpaid  Distributions  on  the  Trust
     Securities to be exchanged and the aggregate principal amount and any
     accrued interest on the Debentures to be exchanged therefor; (C) that
     on the exchange date the Trust Securities to be so exchanged shall be
     exchanged  for  Debentures   and  that  Distributions  on  the  Trust
     Securities so exchanged will cease  to  accumulate  on and after said
     date; (D) the record date for the determination of Holders  of  Trust
     Securities to be exchanged as provided in Section 4.4(g); and (E) the
     identity  of  the  Conversion  Agent, if any, and the place or places
     where each Trust Certificate to  be exchanged is to be surrendered in
     exchange for Debentures. No defect  in  the Exchange Notice or in the
     mailing thereof with respect to any Trust  Security  shall affect the
     validity of the exchange proceedings for any other Trust Security.

     (c)  In  the  event  that  fewer  than  all the Outstanding Preferred
     Securities  are  to be exchanged, then, on  the  exchange  date,  the
     particular Preferred  Securities  to be exchanged will be selected by
     the Property Trustee from the Outstanding  Preferred  Securities  not
     previously  called  for  redemption  or exchange on a pro rata basis.
     Any Preferred Securities Certificate that  is to be exchanged only in
     part  shall  be  surrendered with due endorsement  or  by  a  written
     instrument of transfer  fully  executed by the Holder thereof (or its
     attorney duly authorized in writing)  and the Trust shall prepare and
     deliver  to  such Holder, without service  charge,  a  new  Preferred
     Securities  Certificate   or   Certificates   in   aggregate   stated
     Liquidation  Amount  equal  to,  and  in exchange for, the unredeemed
     portion of the Preferred Securities Certificate  so  surrendered. The
     Common Securities shall be exchanged in a similar manner.

     (d) In the event of an exchange pursuant to this Section  4.4, on the
     date  fixed for any such exchange, the certificates representing  the
     Preferred  Securities  to be so exchanged will be deemed to represent
     Debentures having a principal  amount  equal  to the aggregate stated
     Liquidation   Amount   of  such  Preferred  Securities   until   such
     certificates are presented  to  the Conversion Agent for exchange for
     definitive certificates representing Debentures and all rights of the
     Holders of the Preferred Securities  so  exchanged will cease, except
     for  the  right  of  such Holders to receive Debentures.  The  Common
     Securities shall be exchanged in a similar manner.

     (e) Each Holder, by becoming a party to this Trust Agreement pursuant
     to Section 10.11 of this  Trust  Agreement,  will  be  deemed to have
     agreed  to  be  bound by these exchange provisions in regard  to  the
     exchange of Trust  Securities  for  Debentures  pursuant to the terms
     described above.

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

     (g) An exchange of Trust Securities  for  Debentures pursuant to this
     Section  4.4  shall be made to Holders of Trust  Securities  as  they
     appear  on  the Securities  Register  for  Trust  Securities  on  the
     relevant record  date, which shall be the date which is the fifteenth
     day (whether or not a Business Day) preceding the exchange date.

     SECTION  4.5.  SUBORDINATION   OF   COMMON   SECURITIES.  Payment  of
Distributions 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 an Event of Default shall have occurred and be continuing,
no payment of any Distribution  on, or the 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   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  on,  or  the Redemption
Price of, Preferred Securities then due and payable.

     SECTION 4.6. PAYMENT PROCEDURES. Payments in respect of the Preferred
Securities  shall  be  made  by check mailed to the address of the  Person
entitled thereto as such address  shall appear on the Securities Register.
Payments in respect of the Common Securities  shall be made in such manner
as shall be mutually agreed between the Property Trustee and the Holder of
the Common Securities.

     SECTION  4.7.  TAX RETURNS AND REPORTS. The  Administrative  Trustees
shall prepare (or cause  to  be prepared), at the Depositor's expense, and
file  all United States Federal,  State  and  local  tax  and  information
returns and reports required to be filed by or in respect of the Trust. In
this regard,  the  Administrative  Trustees shall (a) prepare and file (or
cause  to be prepared or filed) Form  1041  or  the  appropriate  Internal
Revenue  Service form required to be filed in respect of the Trust in each
taxable year  of  the  Trust  and  (b) prepare and furnish (or cause to be
prepared  and  furnished) to each Security  Holder  a  Form  1099  or  the
appropriate Internal Revenue Service form required to be furnished to such
Security Holder  or  the information required to be provided on such form.
The Administrative Trustees shall provide the Depositor 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 Security Holders under the
Trust Securities.

     SECTION  4.8. PAYMENT OF TAXES,  DUTIES,  ETC.  OF  THE  TRUST.  Upon
receipt under the  Debentures  of  Additional  Sums, the Property Trustee,
upon receipt of written notice from the Depositor  or  the  Administrative
Trustees,  shall promptly pay from such Additional Sums any taxes,  duties
or governmental  charges  of  whatsoever  nature  (other  than withholding
taxes)  imposed  on  the  Trust  by the United States or any other  taxing
authority.

     SECTION 4.9. PAYMENTS UNDER INDENTURE.  Any  amount payable hereunder
to any Holder of Preferred Securities shall be reduced  by  the  amount of
any  corresponding  payment such Holder has directly received pursuant  to
Section 5.8 of the Indenture  in  accordance with the terms of Section 6.8
hereof.


                 ARTICLE 5 TRUST SECURITIES CERTIFICATES

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

     SECTION  5.2.  THE  TRUST  SECURITIES   CERTIFICATES.  The  Preferred
Securities Certificates shall be issued in minimum  denominations  of  $10
Liquidation  Amount  and  integral multiples of $10 in excess thereof, and
the Common Securities Certificates shall be issued in denominations of $10
Liquidation  Amount  and integral  multiples  thereof.  The  consideration
received by the Trust  for  the  issuance  of  the  Trust Securities shall
constitute  a  contribution  to  the capital of the Trust  and  shall  not
constitute a loan to the Trust. The  Trust  Securities will be represented
by one or more certificates in registered, certificated  form.  The Common
Securities Certificate shall be in the form attached hereto as Exhibit  B,
and  the  Preferred  Securities Certificates shall be in the form attached
hereto as Exhibit C.   The Trust Securities Certificates shall be executed
on behalf of the Trust by  manual  or  facsimile signature of at least one
Administrative Trustee and authenticated  by  the  Property Trustee. Trust
Securities  Certificates  bearing  the manual or facsimile  signatures  of
individuals who were, at the time when  such  signatures  shall  have been
affixed,  authorized  to  sign  on  behalf  of the Trust, shall be validly
issued   and   entitled   to   the   benefit  of  this  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 Security Holder, and shall be entitled to the
rights and subject to the obligations of a Security Holder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's
name pursuant to Section 5.4.

     SECTION  5.3. DELIVERY  OF  TRUST  SECURITIES  CERTIFICATES.  On  the
Closing Date, the  Administrative  Trustees  shall  cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided  in  Sections
2.4  and  2.5,  to be executed on behalf of the Trust and delivered to  or
upon the written  order  of  the  Depositor  to  the respective purchasers
thereof without further corporate action by the Depositor,  in  authorized
denominations.   A  Trust  Security  Certificate  shall not be valid until
authenticated by the manual signature of an authorized  signatory  of  the
Property  Trustee.  The  signature  shall  be conclusive evidence that the
Trust  Security  Certificate  has  been  authenticated  under  this  Trust
Agreement. Upon a written order of the Trust  signed by one Administrative
Trustee,  the  Property  Trustee  shall authenticate  the  Trust  Security
Certificates for original issue.  The  Property  Trustee  may  appoint  an
authenticating   agent   acceptable  to  the  Administrative  Trustees  to
authenticate Trust Security  Certificates.  An  authenticating  agent  may
authenticate Trust Security Certificates whenever the Property Trustee may
do  so.  Each  reference  in this Trust Agreement to authentication by the
Property Trustee includes authentication  by such agent. An authenticating
agent  has  the  same  rights as the Property Trustee  to  deal  with  the
Depositor or an Affiliate  with  respect  to  the  authentication of Trust
Securities.

     SECTION  5.4.  REGISTRATION  OF  TRANSFER AND EXCHANGE  OF  PREFERRED
SECURITIES. The Securities Registrar shall  keep  or  cause to be kept, at
the  office  or  agency maintained pursuant to Section 5.8,  a  Securities
Register in which,  subject  to  such  reasonable  regulations  as  it may
prescribe, the Securities Registrar shall provide for the registration  of
Preferred  Securities  Certificates  and  Common  Securities  Certificates
(subject   to   Section   5.10  in  the  case  of  the  Common  Securities
Certificates)  and  registration  of  transfers  and  exchanges  of  Trust
Securities Certificates  as herein provided. The Property Trustee shall be
the initial Securities Registrar.

     Subject  to  any  provisions   of   this  Trust  Agreement  regarding
restrictions on transfer, upon surrender for  registration  of transfer of
any Preferred Security at an office or agency of the Securities  Registrar
designated  pursuant  to  Section  5.8 for such purpose, an Administrative
Trustee  shall  execute on behalf of the  Trust  by  manual  or  facsimile
signature, and the Property Trustee shall authenticate and deliver, in the
name  of  the designated  transferee  or  transferees,  one  or  more  new
Preferred Securities  of  any  authorized  denominations  and  of  a  like
aggregate principal amount and bearing such restrictive legends as may  be
required by this Trust Agreement.

     At  the  option of the Holder, and subject to the other provisions of
this  Section  5.4,  Preferred  Securities  may  be  exchanged  for  other
Preferred  Securities  of  any  authorized  denomination  and  of  a  like
Liquidation  Amount,  upon  surrender  of  the  Preferred Securities to be
exchanged at any such office or agency. Whenever  any Preferred Securities
are so surrendered for exchange, an Administrative  Trustee  shall execute
on behalf of the Trust by manual or facsimile signature, and the  Property
Trustee shall authenticate and deliver, the Preferred Securities which the
Holder   making  the  exchange  is  entitled  to  receive.  All  Preferred
Securities  issued  upon  any  registration  of  transfer  or  exchange of
Preferred  Securities  shall  be entitled to the same benefits under  this
Trust Agreement, as the Securities  surrendered  upon such registration of
transfer  or exchange. Every Preferred Security presented  or  surrendered
for registration of transfer or for exchange shall (if so requested by the
Depositor or the Securities Registrar) be duly endorsed, or be accompanied
by a written  instrument of transfer in form satisfactory to the Depositor
and the Securities  Registrar  duly executed, by the Holder thereof or his
attorney duly authorized in writing.   No service charge shall be made for
any  registration  of  transfer  or  exchange   of   Preferred  Securities
Certificates, but the Securities Registrar may require  payment  of  a sum
sufficient to cover any tax or governmental charge that may be imposed  in
connection   with   any  transfer  or  exchange  of  Preferred  Securities
Certificates.

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

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

     SECTION 5.7. ACCESS TO LIST OF SECURITY HOLDERS' NAMES AND ADDRESSES.
The Administrative Trustees or the Depositor shall  furnish or cause to be
furnished  (unless the Property Trustee is acting as Securities  Registrar
with respect to the Trust Securities under the Trust Agreement) a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Security Holders as of the most recent record date (a) to
the Property  Trustee,  quarterly  at  least  5  Business Days before each
Distribution Date, and (b) to the Property Trustee, promptly after receipt
by the Depositor of a written request therefor from  the  Property Trustee
in order to enable the Property Trustee to discharge its obligations under
this  Trust Agreement, in each case to the extent such information  is  in
the possession  or control of the Administrative Trustees or the Depositor
and is not identical  to  a  previously supplied list or has not otherwise
been  received by the Property  Trustee  in  its  capacity  as  Securities
Registrar.  The  rights  of  Security  Holders  to  communicate with other
Security Holders with respect to their rights under this  Trust  Agreement
or under the Trust Securities, and the corresponding rights of the Trustee
shall  be  as  provided  in  the Trust Indenture Act, except to the extent
Section 3819 of the Delaware Business  Trust  Act  would  require  greater
access  to  such  information,  in which case the latter shall apply. Each
Holder, by receiving and holding  a Trust Securities Certificate, shall be
deemed to have agreed not to hold the  Depositor,  the Property Trustee or
the Administrative Trustees accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

     SECTION  5.8.  MAINTENANCE  OF  OFFICE  OR  AGENCY.  The   Securities
Registrar  shall  maintain  in  the  city of Charlotte, North Carolina  an
office  or  offices  or  agency  or agencies  where  Preferred  Securities
Certificates may be surrendered for  registration of transfer, exchange or
conversion  and where notices and demands  to  or  upon  the  Trustees  in
respect of the Trust Securities Certificates may be served. The Securities
Registrar initially  designates  1525  West  W.T.  Harris  Boulevard, 3C3,
Charlotte, North Carolina 28299, as its principal corporate  trust  office
for  such  purposes.  The  Securities  Registrar shall give prompt written
notice to the Depositor and to the Security  Holders  of any change in the
location of the Securities Register or any such office or agency.

     SECTION 5.9. APPOINTMENT OF PAYING AGENT. The Trust shall maintain in
Charlotte, North Carolina, an office or agency (the "Paying  Agent") where
the  Preferred  Securities may be presented for payment. The Paying  Agent
shall make Distributions  to Security Holders from the Payment Account and
shall report the amounts of such Distributions to the Property Trustee and
the Administrative Trustees.   Any  Paying  Agent shall have the revocable
power to withdraw funds from the Payment Account for the purpose of making
the  Distributions  referred  to  above. The Administrative  Trustees  may
revoke such power and remove the Paying  Agent  if such Trustees determine
in  their  sole  discretion  that the Paying Agent shall  have  failed  to
perform  its  obligations under  this  Trust  Agreement  in  any  material
respect. The Paying Agent shall initially be the Property Trustee, and any
co-paying agent  chosen  by  the  Property  Trustee  and acceptable to the
Administrative  Trustees and the Depositor. Any Person  acting  as  Paying
Agent shall be permitted  to  resign as Paying Agent upon 30 days' written
notice to the Property Trustee  and  the  Depositor. In the event that the
Property Trustee shall no longer be the Paying Agent or a successor Paying
Agent shall resign or its authority to act  be revoked, the Administrative
Trustees  shall  appoint a successor that is acceptable  to  the  Property
Trustee and the Depositor to act as Paying Agent (which shall be a bank or
trust company). Each successor Paying Agent or any additional Paying Agent
shall agree with the Trustees that, as Paying Agent, such successor Paying
Agent or additional  Paying  Agent  will hold all sums, if any, held by it
for  payment to the Security Holders in  trust  for  the  benefit  of  the
Security  Holders  entitled  thereto until such sums shall be paid to each
Security Holder. The Paying Agent  shall return all unclaimed funds to the
Property Trustee and upon removal of  a  Paying  Agent  such  Paying Agent
shall also return all funds in its possession to the Property Trustee. The
provisions  of  Sections  8.1,  8.3  and  8.6  shall apply to the Property
Trustee  also in its role as Paying Agent, for so  long  as  the  Property
Trustee shall  act  as  Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to
the Paying Agent shall include  any  co-paying  agent  unless  the context
requires otherwise.

     SECTION  5.10.  OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.  On  the
Closing Date provided  for  in  Section  2.5,  the Depositor shall acquire
beneficial  and record ownership of the Common Securities.  The  Depositor
has covenanted  in  the  Indenture to maintain directly or indirectly 100%
ownership of the Common Securities;  provided that any permitted successor
of the Company under the Indenture may  succeed to the Company's ownership
of the Common Securities. To the fullest  extent  permitted  by  law,  any
attempted  transfer of the Common Securities in violation of that covenant
shall  be void.  The  Administrative  Trustees  shall  cause  each  Common
Securities  Certificate  to contain a legend stating, "THIS CERTIFICATE IS
NOT  TRANSFERABLE  EXCEPT  TO   AN  ENTITY  WHOLLY  OWNED  BY  MERRY  LAND
PROPERTIES, INC. OR TO CERTAIN SUCCESSORS OF MERRY LAND PROPERTIES, INC."

     SECTION  5.11.  COMMON  SECURITIES   CERTIFICATE.   A  single  Common
Securities Certificate representing the Common Securities  shall initially
be  issued to the Depositor in the form of a definitive Common  Securities
Certificate.  The  Common  Securities  Certificate  shall  be  in the form
attached hereto as Exhibit B.


     SECTION  5.12.  RIGHTS  OF  SECURITY HOLDERS. The legal title to  the
Trust Property is vested exclusively  in  the  Property  Trustee  (in  its
capacity as such) in accordance with Section 2.9, and the Security Holders
shall  not  have  any  right  or  title  therein  other than the undivided
beneficial interest in the assets of the Trust conferred  by  their  Trust
Securities  and  they  shall  have  no  right to call for any partition or
division of property, profits or rights of  the  Trust except as described
below.  The Trust Securities shall be personal property  giving  only  the
rights specifically  set  forth  therein  and in this Trust Agreement. The
Trust  Securities shall have no preemptive or  similar  rights  and,  when
issued and  delivered  to Security Holders against payment of the purchase
price therefor, will be  fully paid and nonassessable undivided beneficial
interests in the assets of the Trust. The Holders of the Trust Securities,
in their capacities as such,  shall  be entitled to the same limitation of
personal liability extended to stockholders  of  private  corporations for
profit  organized  under  the  General  Corporation  Law  of the State  of
Delaware.


           ARTICLE 6 ACT OF SECURITY HOLDERS; MEETINGS; VOTING

     SECTION 6.1. LIMITATIONS ON VOTING RIGHTS.

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

     (b)  Subject to Section 8.2 hereof,  if  an  Event  of  Default  with
     respect   to   the   Preferred   Securities  has  occurred  and  been
     subsequently cured, waived or otherwise eliminated, the provisions of
     Section 6.1(b)(ii) hereof shall apply.  During  the period commencing
     on the date of the occurrence of an Event of Default  with respect to
     the  Preferred Securities and ending on the date when such  Event  of
     Default  is cured, waived or otherwise eliminated,  the provisions of
     Section 6.1(b)(i) shall apply.

          (i) The Holders of a majority in aggregate Liquidation Amount of
          the Preferred Securities will have the right to direct the time,
          method  and  place  of  conducting any proceeding for any remedy
          available to the Property  Trustee  or  to exercise any trust or
          power  conferred  upon  the  Property Trustee  under  the  Trust
          Agreement, including the right to direct the Property Trustee to
          exercise  the remedies available  to  it  as  a  holder  of  the
          Debentures  but  excluding  the  right  to  direct  the Property
          Trustee  to consent to an amendment, modification or termination
          of  the  Indenture   (which   shall   be   as  provided  below).
          Furthermore, the Holders of a majority in aggregate  Liquidation
          Amount  of  the  Preferred  Securities  shall have the exclusive
          right to appoint, remove or replace the Property Trustee and the
          Delaware Trustee, subject to Article 8 of  this Trust Agreement.
          So long as any Debentures are held by the Property  Trustee, the
          Trustees  shall  not  (A)  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, (B) waive
          any past default which  is  waivable  under  Section 5.13 of the
          Indenture,  (C)  exercise  any  right  to  rescind  or  annul  a
          declaration  that the principal of all the Debentures  shall  be
          due and payable or (D) consent to any amendment, modification or
          termination of  the  Indenture  or  the  Debentures,  where such
          consent shall be required, without, in each case, obtaining  the
          prior  approval  of  the  Holders  of  a  majority  in aggregate
          Liquidation  Amount  of  all  Outstanding  Preferred  Securities
          (except  in the case of clause (D), which consent, in the  event
          that no Event of Default shall occur and be continuing, shall be
          of the Holders  of a majority in aggregate Liquidation Amount of
          all  Trust Securities,  voting  together  as  a  single  class);
          provided,  however,  that  where  a  consent under the Indenture
          would require the consent of each holder  of Debentures affected
          thereby, no such consent shall be given by  the Property Trustee
          without  the prior written consent of each Holder  of  Preferred
          Securities.  The Trustees shall not revoke any action previously
          authorized or approved by a vote of the Holders of the Preferred
          Securities, except  by  a  subsequent vote of the Holders of the
          Preferred  Securities. The Property  Trustee  shall  notify  all
          Holders of record  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  or  partnership  for
          United States Federal income  tax  purposes  on  account of such
          action.

          (ii)  Subject  to Section 8.2 of this Trust Agreement  and  only
          after  the Event  of  Default  with  respect  to  the  Preferred
          Securities  has  been cured, waived, or otherwise eliminated the
          Holders of a majority  in  aggregate  Liquidation  Amount of the
          Common Securities will have the right to direct the time, method
          and place of conducting any proceeding for any remedy  available
          to  the  Property  Trustee  or  to  exercise  any trust or power
          conferred  upon the Property Trustee under the Trust  Agreement,
          including the  right  to direct the Property Trustee to exercise
          the remedies available  to  it as a holder of the Debentures but
          excluding the right to direct the Property Trustee to consent to
          an  amendment,  modification or  termination  of  the  Indenture
          (which shall be as  provided  below).  So long as any Debentures
          are  held by the Property Trustee, the Trustees  shall  not  (A)
          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, (B) waive any past default which  is
          waivable  under  Section 5.13 of the Indenture, (C) exercise any
          right to rescind or  annul  a  declaration that the principal of
          all the Debentures shall be due  and  payable  or (D) consent to
          any amendment, modification or termination of the  Indenture  or
          the  Debentures,  where such consent shall be required, without,
          in each case, obtaining  the  prior approval of the Holders of a
          majority  in  aggregate  Liquidation   Amount   of   all  Common
          Securities (except in the case of clause (D), which consent,  in
          the   event  that  no  Event  of  Default  shall  occur  and  be
          continuing,  shall  be of the Holders of a majority in aggregate
          Liquidation Amount of all Trust Securities, voting together as a
          single class); provided, however, that where a consent under the
          Indenture would require the consent of each holder of Debentures
          affected thereby, no such consent shall be given by the Property
          Trustee without the prior  written  consent  of  each  Holder of
          Common  Securities.  The  Trustees  shall  not revoke any action
          previously authorized or approved by a vote  of  the  Holders of
          the  Common  Securities,  except  by  a  subsequent  vote of the
          Holders  of  the  Common Securities. The Property Trustee  shall
          notify all Holders  of  record  of  the Common 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 Common  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 or partnership for United States Federal income  tax
          purposes on account of such action.

          (iii)  The  provisions of this Section 6.1(b) and Section 6.1(a)
          of this Trust Agreement shall be in lieu of Section 316(a)(1)(A)
          of the Trust  Indenture  Act,  and  such Section 316(a)(1)(A) is
          hereby  expressly  excluded from this Trust  Agreement  and  the
          Preferred Securities, as permitted by the Trust Indenture Act.

     (c) If any proposed amendment to the Trust Agreement provides for, or
     the Trustees otherwise propose  to effect the dissolution, winding-up
     or termination of the Trust, other than pursuant to the terms of this
     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 a majority in aggregate Liquidation Amount
     of the Outstanding Preferred Securities.

     SECTION  6.2.  NOTICE  OF  MEETINGS.  Notice of all meetings  of  the
Holders of the Preferred Securities, stating  the  time, place and purpose
of the meeting, shall be given by the Property Trustee pursuant to Section
10.8  to  each  Preferred  Security  Holder of record, at  its  registered
address, at least 15 days and not more than 90 days before the meeting. At
any such meeting, any business properly  before  the  meeting  may  be  so
considered  whether  or  not  stated  in  the  notice  of the meeting. Any
adjourned meeting may be held as adjourned without further notice.

     SECTION  6.3.  MEETINGS  OF  PREFERRED  SECURITY HOLDERS.  No  annual
meeting  of Security Holders is required to be  held.  The  Administrative
Trustees, however, shall call a meeting of Security Holders to vote on any
matter upon  the  written  request  of  the  Preferred Security Holders 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 the Holders of Preferred
Securities to vote on any matters as to which such Holders are entitled to
vote. Holders  of  record  of  50% of the Preferred Securities (based upon
their Liquidation Amount), present in person or by proxy, shall constitute
a quorum at any meeting of Security  Holders.  If a quorum is present at a
meeting,  an  affirmative  vote  by the Holders  of  record  of  Preferred
Securities present, in person or by  proxy,  holding  a  majority  of  the
Preferred Securities (based upon their Liquidation Amount) held by Holders
of  record  of Preferred Securities present, either in person or by proxy,
at such meeting  shall  constitute  the  action  of  the Security Holders,
unless  this  Trust  Agreement  requires a greater number  of  affirmative
votes.

     SECTION 6.4. VOTING RIGHTS. Security Holders shall be entitled to one
vote  for  each  $10 of Liquidation  Amount  represented  by  their  Trust
Securities in respect  of any matter as to which such Security Holders are
entitled to vote. Notwithstanding that Holders of Preferred Securities are
entitled to vote or consent  under  any  of  the  circumstances  described
above, any of the Preferred Securities that are owned at such time  by the
Depositor,  the  Trustees  or  any  affiliate  of  any  Trustee shall, for
purposes  of  such  vote  or  consent,  be  treated  as  if such Preferred
Securities were not outstanding.

     SECTION  6.5. PROXIES, ETC. At any meeting of Security  Holders,  any
Security Holders 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 Security Holders of record  shall  be  entitled  to  vote. When Trust
Securities are held jointly by several Persons, any one of  them  may vote
at any meeting in person or represented by proxy in respect of such  Trust
Securities,  but if more than one of them shall be present at such meeting
in person or by  proxy,  and such joint owners or their proxies so present
disagree as to any vote to  be  cast,  such  vote shall not be received in
respect of such Trust Securities. A proxy purporting  to be executed by or
on behalf of a Security Holder shall be deemed valid unless  challenged at
or prior to its exercise, and the burden of proving invalidity  shall rest
on the challenger. No proxy shall be valid more than three years after its
date of execution.

     SECTION  6.6.  SECURITY HOLDER ACTION BY WRITTEN CONSENT. Any  action
which may be taken by Security Holders at a meeting may be taken without a
meeting if Security Holders  holding  a  majority of all Outstanding Trust
Securities  (based  upon their Liquidation Amount)  entitled  to  vote  in
respect of such action  (or  such  larger  proportion  thereof as shall be
required by any express provision of this Trust Agreement)  shall  consent
to the action in writing.

     SECTION  6.7.  RECORD  DATE  FOR  VOTING  AND OTHER PURPOSES. For the
purposes of determining the Security Holders 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 Property Trustee may from time to  time  fix a date,
not more than 90 days prior to the date of any meeting of Security Holders
or the payment of Distributions or other action, as the case may  be, as a
record  date for the determination of the identity of the Security Holders
of record for such purposes.

     SECTION   6.8.   ACTS  OF  SECURITY  HOLDERS.  Any  request,  demand,
authorization, direction, notice, consent, waiver or other action provided
or permitted by this Trust  Agreement  to  be  given,  made  or  taken  by
Security  Holders  may  be  embodied  in  and  evidenced  by  one  or more
instruments of substantially similar tenor signed by such Security Holders
in  person  or  by  an  agent  duly  appointed  in writing; and, except as
otherwise expressly provided herein, such action  shall  become  effective
when  such  instrument  or  instruments are delivered to an Administrative
Trustee. Such instrument or instruments  (and  the action embodied therein
and evidenced thereby) are herein sometimes referred  to  as  the "Act" of
the  Security  Holders  signing  such instrument or instruments. Proof  of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose  of  this Trust Agreement and (subject
to Section 8.1) conclusive in favor of the Trustees, if made in the manner
provided  in this Section.  The fact and date  of  the  execution  by  any
Person of any such instrument or writing may be proved by the affidavit of
a witness of  such  execution  or  by  a certificate of a notary public or
other  officer  authorized  by  law  to  take  acknowledgments  of  deeds,
certifying  that  the  individual  signing  such   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  Security  Holder  of any Trust Security shall
bind  every  future  Security Holder of the same Trust  Security  and  the
Security Holder of every  Trust  Security  issued upon the registration of
transfer thereof or in exchange therefor or  in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustees or the Trust
in reliance thereon, whether or not notation of  such  action is made upon
such  Trust  Security.  Without limiting the foregoing, a Security  Holder
entitled  hereunder to take  any  action  hereunder  with  regard  to  any
particular  Trust Security may do so with regard to all or any part of the
Liquidation Amount of such Trust Security or by one or more duly appointed
agents each of which may do so pursuant to such appointment with regard to
all or any part  of  such  Liquidation  Amount. If any dispute shall arise
between the Security Holders and the Administrative Trustees or among such
Security Holders or Trustees with respect to the authenticity, validity or
binding nature of any request, demand, authorization,  direction, consent,
waiver or other Act of such Security Holder or Trustee under  this Article
6, then the determination of such matter by the Property Trustee  shall be
conclusive with respect to such matter.

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

     SECTION  6.9. INSPECTION OF RECORDS. Upon reasonable  notice  to  the
Administrative Trustees and the Property Trustee, the records of the Trust
shall be open to  inspection  by  Security  Holders during normal business
hours  for  any  purpose  reasonably  related  to such  Security  Holder's
interest as a Security Holder.

                 ARTICLE 7 REPRESENTATIONS AND WARRANTIES

     SECTION 7.1. REPRESENTATIONS AND WARRANTIES  OF  THE PROPERTY TRUSTEE
AND THE DELAWARE TRUSTEE. The Property Trustee and the  Delaware  Trustee,
each severally on behalf of and as to itself or himself, hereby represents
and  warrants  for  the  benefit of the Depositor and the Security Holders
that (each such representation  and  warranty made by the Property Trustee
and  the  Delaware  Trustee being made only  with  respect  to  itself  or
himself):

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

     (b)  the  Property  Trustee  has  full  corporate  and  trust  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  Property  Trustee and the Delaware Trustee
     and  constitutes  the  valid and legally  binding  agreement  of  the
     Property Trustee and the  Delaware  Trustee enforceable against it or
     him 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; and

     (d)  the execution, delivery and performance by the Property  Trustee
     of this  Trust  Agreement  have been duly authorized by all necessary
     corporate or other action on  the part of the Property Trustee and do
     not require any approval of stockholders of the Property Trustee. The
     execution, delivery and performance  of  this  Trust Agreement by the
     Property Trustee and the Delaware Trustee will not  (i)  violate  the
     Property  Trustee's  charter  or  by-laws  or  (ii)  violate any law,
     governmental rule or regulation of the United States or  the State of
     Delaware,  as  the case may be, governing the banking, corporate,  or
     trust powers of  the  Property  Trustee  or  the Delaware Trustee (as
     appropriate in context) or any order, judgment  or  decree applicable
     to the Property Trustee or the Delaware Trustee.

     SECTION  7.2.  REPRESENTATIONS  AND  WARRANTIES  OF  DEPOSITOR.   The
Depositor  hereby  represents and warrants for the benefit of the Security
Holders that:

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

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


                          ARTICLE 8 THE TRUSTEES


     SECTION 8.1. CERTAIN DUTIES AND RESPONSIBILITIES.

     (a)  The  duties  and  responsibilities  of  the Trustees shall be as
     provided  by this Trust Agreement and, in the case  of  the  Property
     Trustee, by the Trust Indenture Act. The Property Trustee, before the
     occurrence of any Event of Default and after the curing or waiving of
     all Events  of  Default  that  may  have occurred, shall undertake to
     perform  only such duties and obligations  as  are  specifically  set
     forth in this  Trust  Agreement  and  the  Trust Indenture Act and no
     implied covenants shall be read into this Trust Agreement against the
     Property Trustee. In case an Event of Default  has occurred (that has
     not  been  cured  or  waived  pursuant  to Section 8.2)  of  which  a
     Responsible Officer of the Property Trustee has actual knowledge, the
     Property Trustee shall exercise such rights  and  powers vested in it
     by this Trust Agreement and the Trust Indenture Act, and use the same
     degree  of  care  and skill in its exercise, as a prudent  individual
     would exercise or use  under  the circumstances in the conduct of his
     or her own affairs. Notwithstanding  the  foregoing,  no provision of
     this  Trust  Agreement shall require the Trustees to expend  or  risk
     their own funds  or  otherwise  incur  any financial liability in the
     performance of any of their duties hereunder,  or  in the exercise of
     any of their rights or powers, if they shall have reasonable  grounds
     for  believing  that  repayment  of  such funds or adequate indemnity
     against  such  risk or liability is not  reasonably  assured  to  it.
     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. Nothing in this Trust Agreement  shall be
     construed  to release the Administrative Trustees or Delaware Trustee
     from liability  for  their  own  grossly  negligent action, their own
     grossly negligent failure to act, or their own willful misconduct. To
     the  extent that, at law or in equity, an Administrative  Trustee  or
     Delaware   Trustee   has  duties  (including  fiduciary  duties)  and
     liabilities relating thereto to the Trust or to the Security Holders,
     such Administrative Trustee  or  Delaware Trustee shall not be liable
     to  the  Trust  or  to any Security Holder  for  such  Administrative
     Trustee's  good faith  reliance  on  the  provisions  of  this  Trust
     Agreement. The provisions of this Trust Agreement, to the extent that
     they restrict  the  duties  and  liabilities  of  the  Administrative
     Trustees or Delaware Trustee otherwise existing at law or  in equity,
     are agreed by the Depositor and the Security Holders to replace  such
     other  duties  and  liabilities  of  the  Administrative  Trustees or
     Delaware Trustee.

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

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

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

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

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

          (iv) the Property  Trustee  shall not be liable for any interest
          on any money received by it except  as  it  may  otherwise agree
          with the Depositor and money held by the Property  Trustee  need
          not be segregated from other funds held by it except in relation
          to  the  Payment  Account  maintained  by  the  Property Trustee
          pursuant  to  Section  3.1  and  except to the extent  otherwise
          required by law;

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

          (vi) the Property Trustee  shall  have no duty or liability with
          respect to the value, genuineness,  existence  or sufficiency of
          the  Debentures  or  the  payment  of  any  taxes or assessments
          thereon or in connection therewith.

     SECTION 8.2. NOTICE OF DEFAULTS.

     (a)  Within  sixty  (60) days after the occurrence of  any  Event  of
     Default actually known  to  a  Responsible  Officer  of  the Property
     Trustee,  the Property Trustee shall transmit, in the manner  and  to
     the extent  provided in Section 10.8, notice of such Event of Default
     to the Holders  of  Preferred Securities, the Administrative Trustees
     and the Depositor, unless such Event of Default shall have been cured
     or waived; provided that,  except  for  a  default  in the payment of
     principal  of  (or  premium,  if  any)  or  interest  on any  of  the
     Debentures,  the  Property  Trustee  shall  be  fully  protected   in
     withholding such notice if and so long as the board of directors, the
     executive  committee,  or  a  trust  committee  of  directors  and/or
     responsible officers of the Property Trustee in good faith determines
     that  the  withholding  of  such  notice  is  in the interests of the
     Holders of the Preferred Securities.

     (b) Within ten days after the receipt of notice  of  the  Depositor's
     exercise of its right to extend the interest payment period  for  the
     Debentures  pursuant  to  the  Indenture,  the Property Trustee shall
     transmit, in the manner and to the extent provided  in  Section 10.8,
     notice of such exercise to the Security Holders, unless such exercise
     shall have been revoked.

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

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

          (ii) requires the consent or vote  of greater than a majority in
          principal amount of the holders of the Debentures, including the
          consent or vote of all such holders,  (a "Super Majority") to be
          waived  under  the Indenture, the Event of  Default  under  this
          Trust Agreement may only be waived by the vote of the Holders of
          the same proportion  in  Liquidation  Amount  of  the  Preferred
          Securities  that  the relevant Super Majority represents of  the
          aggregate principal  amount  of the Debentures outstanding.  The
          provisions of Section 6.1(b) and this Section 8.2(c) shall be in
          lieu of Section 316(a)(1)(B) of the Trust Indenture Act and such
          Section  316(a)(1)(B)  of  the Trust  Indenture  Act  is  hereby
          expressly excluded from this  Trust  Agreement and the Preferred
          Securities, as permitted by the Trust  Indenture  Act. Upon such
          waiver, any such default shall cease to exist, and  any Event of
          Default   with  respect  to  the  Preferred  Securities  arising
          therefrom shall  be deemed to have been cured, for every purpose
          of this Trust Agreement,  but no such waiver shall extend to any
          subsequent or other default  or an Event of Default with respect
          to  the  Preferred Securities or  impair  any  right  consequent
          thereon. Any  waiver  by the Holders of the Preferred Securities
          of an Event of Default  with respect to the Preferred Securities
          shall also be deemed to constitute  a  waiver  by the Holders of
          the Common Securities of any such Event of Default  with respect
          to  the  Common  Securities  for  all  purposes  of  this  Trust
          Agreement  without  any  further  act,  vote,  or consent of the
          Holders of the Common Securities.

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

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

          (ii)  requires  the  consent  or vote of a Super Majority to  be
          waived, except where the Holders  of  the  Common Securities are
          deemed  to have waived such Event of Default  under  this  Trust
          Agreement as provided below in this Section 8.2(d), the Event of
          Default under  this  Trust  Agreement  may only be waived by the
          vote of the Holders of the same proportion in Liquidation Amount
          of  the  Common  Securities  that  the relevant  Super  Majority
          represents of the aggregate principal  amount  of the Debentures
          outstanding;  provided  further,  that  each  Holder  of  Common
          Securities  will  be  deemed  to have waived any such  Event  of
          Default and all Events of Default  with  respect  to  the Common
          Securities and its consequences until all Events of Default with
          respect  to the Preferred Securities have been cured, waived  or
          otherwise eliminated, and until such Events of Default have been
          so cured,  waived  or otherwise eliminated, the Property Trustee
          will be deemed to be  acting  solely on behalf of the Holders of
          the Preferred Securities and only  the  Holders of the Preferred
          Securities will have the right to direct the Property Trustee in
          accordance with the terms of the Securities.  The  provisions of
          Section  6.1(b)  and  this  Section  8.2(d) shall be in lieu  of
          Section 316(a)(1)(B) of the Trust Indenture Act and such Section
          316(a)(1)(B)  of  the Trust Indenture Act  is  hereby  expressly
          excluded from this Trust Agreement and the Preferred Securities,
          as  permitted  by  the  Trust  Indenture  Act.  Subject  to  the
          foregoing provisions  of  this Section 8.2(d), upon such waiver,
          any such default shall cease  to  exist and any Event of Default
          with respect to the Common Securities arising therefrom shall be
          deemed  to  have  been cured for every  purpose  of  this  Trust
          Agreement, but no such  waiver shall extend to any subsequent or
          other default or Event of  Default  with  respect  to the Common
          Securities or impair any right consequent thereon.

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

     SECTION  8.3.  CERTAIN  RIGHTS OF PROPERTY TRUSTEE.  Subject  to  the
provisions of Section 8.1:

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

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

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

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

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

     (f) the Property Trustee may consult with counsel at  the Depositor's
     expense (which counsel may be counsel to the Depositor  or any of its
     Affiliates, and may include any of its employees) and the  advice  of
     such  counsel  or  any  Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered
     or omitted by it hereunder  in good faith and in reliance thereon and
     in accordance with such advice;  and  the Property Trustee shall have
     the   right  at  any  time  to  seek  instructions   concerning   the
     administration  of  this  Trust Agreement from any court of competent
     jurisdiction;

     (g) the Property Trustee shall be under no obligation to exercise any
     of the rights or powers vested  in  it by this Trust Agreement at the
     request or direction of any of the Security  Holders pursuant to this
     Trust Agreement, unless such Security Holders  shall  have offered to
     the Property Trustee reasonable security or indemnity satisfactory to
     it  against  the  costs,  expenses  (including  attorneys'  fees  and
     expenses   and   the  expenses  of  the  Property  Trustee's  agents,
     custodians or nominees) and liabilities which might be incurred by it
     in compliance with such request or direction;

     (h) the Property Trustee shall not be bound to make any investigation
     into the facts or  matters  stated  in  any resolutions, certificate,
     statement,  instrument,  opinion, report, notice,  request,  consent,
     order,  approval,  bond,  debenture,   note   or  other  evidence  of
     indebtedness or other paper or document, but the Property Trustee may
     make  such  further  inquiry  or  investigation into  such  facts  or
     custodian or nominee matters as it may see fit;

     (i) the Property Trustee may execute  any  of  the  trusts  or powers
     hereunder  or perform any duties hereunder either directly or  by  or
     through  its   agents,   custodians  or  nominees,  attorneys  or  an
     Affiliate;  provided  that  the   Property   Trustee   shall  not  be
     responsible  for  the negligence or recklessness on the part  of  any
     agent, attorney, custodian  or  nominee appointed by it with due care
     hereunder;

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

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

     (l) the Property Trustee shall not be liable for  any  action  taken,
     suffered,  or  omitted to be taken by it in good faith and reasonably
     believed by it to be authorized or within the discretion or rights or
     powers conferred upon it by this Trust Agreement; and

     (m) in the event that the Property Trustee is also acting as a Paying
     Agent, Conversion  Agent,  and/or Securities Registrar hereunder, the
     rights and protections afforded  to  the Property Trustee pursuant to
     this  Article  8  shall  also  be  afforded  to  such  Paying  Agent,
     Conversion Agent, and/or Securities Registrar.

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

     SECTION 8.4. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE  OF SECURITIES.
The  recitals  contained  herein  and in the Trust Securities Certificates
shall not be taken as the statements  of the Trustees, and the Trustees do
not assume any responsibility for their  correctness.  The  Trustees shall
not  be  accountable  for the use or application by the Depositor  of  the
proceeds of the Debentures.

     SECTION  8.5.  MAY  HOLD   SECURITIES.  Except  as  provided  in  the
definition of the term "Outstanding"  in  Article  1,  any  Trustee or any
other  agent of any Trustee or the Trust, in its individual or  any  other
capacity, may become the owner or pledgee of Trust Securities and, subject
to Section  8.8  and 8.12, may otherwise deal with the Trust with the same
rights it would have if it were not a Trustee or such other agent.

     SECTION 8.6. COMPENSATION; INDEMNITY; FEES.

     The Depositor agrees:

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

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

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

     (d) the indemnity provided to a Trustee under this Section 8.6  shall
     survive  any  Trustee's resignation or removal or termination of this
     Trust Agreement;

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

     (f) the provisions  of  this Section 8.6 shall survive termination of
     this Trust Agreement or the resignation of removal of any Trustee.

     SECTION 8.7. PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

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

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

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

     SECTION 8.8. CONFLICTING INTERESTS. If the Property  Trustee  has  or
shall  acquire  a  conflicting  interest  within  the meaning of the Trust
Indenture Act, the Property Trustee shall either eliminate  such  interest
or resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act and this Trust Agreement.

     SECTION 8.9. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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

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

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

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

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

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

          (i) No such resignation of the Trustee that acts as the Property
          Trustee  shall  be effective: (a)  until  a  Successor  Property
          Trustee has been  appointed and has accepted such appointment by
          instrument executed  by  such  Successor  Property  Trustee  and
          delivered to the Trust, the Depositor and the resigning Property
          Trustee;  or   (b)  until  the  assets  of  the  Trust have been
          completely  liquidated  and the proceeds thereof distributed  to
          the Holders of the Securities;

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

          (iii) no appointment of a successor Property Trustee or Delaware
          Trustee shall be effective until all fees, charges, and expenses
          of the retiring Property Trustee  or  retiring Delaware Trustee,
          as the case may be, have been paid, or  the  application of this
          provision  shall  have  been waived in writing by  the  retiring
          Property Trustee or the retiring  Delaware  Trustee, as the case
          may be.

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

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

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

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

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

     SECTION 8.10.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder  of  a  successor  Relevant  Trustee,  the  retiring
Relevant  Trustee  and  each successor Relevant Trustee shall execute  and
deliver an amendment hereto  wherein each successor Relevant Trustee shall
accept such appointment and which  (a)  shall  contain  such provisions as
shall be necessary or desirable to transfer and confirm to,  and  to  vest
in,  each  successor  Relevant  Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee and (b) shall add to or change any
of the provisions of this Trust Agreement as shall be necessary to provide
for or facilitate the administration  of the 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 and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to  the  extent  provided
therein and each such successor Relevant Trustee, without any further act,
deed  or  conveyance,  shall  become  vested  with all the rights, powers,
trusts and duties of the retiring Relevant Trustee; but, on request of the
Trust  or any successor Relevant Trustee, such retiring  Relevant  Trustee
shall duly assign, transfer and deliver to such successor Relevant Trustee
all Trust  Property,  all proceeds thereof and money held by such retiring
Relevant Trustee hereunder.   Upon  request of any such successor Relevant
Trustee, the Trust shall execute any  and  all  instruments for more fully
and certainly vesting in and confirming to such successor Relevant Trustee
all  such rights, powers and trusts referred to in  the  first  or  second
preceding  paragraph,  as  the case may be.  No successor Relevant Trustee
shall accept its appointment  unless  at  the time of such acceptance such
successor  Relevant Trustee shall be qualified  and  eligible  under  this
Article.

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

     SECTION 8.12. PREFERENTIAL  COLLECTION OF CLAIMS AGAINST DEPOSITOR OR
TRUST. If and when the Property Trustee  shall  be or become a creditor of
the Depositor or the Trust (or any other obligor  upon  the  Debentures or
the Trust Securities), the Property Trustee shall be subject to  and shall
take all actions necessary in order to comply with the provisions  of  the
Trust  Indenture  Act  regarding  the  collection  of  claims  against the
Depositor or Trust (or any such other obligor).

     SECTION 8.13. REPORTS BY PROPERTY TRUSTEE.

     (a) To the extent required by the Trust Indenture Act, within 60 days
     after December 31 of each year commencing with December 31, 1999, the
     Property Trustee shall transmit to all Security Holders in accordance
     with  Section 10.8 and to the Depositor, a brief report dated  as  of
     such December 31 with respect to:

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

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

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

          (iv) such other information as is required by Section  313(a) of
          the Trust Indenture Act.

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

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

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

     SECTION 8.16. NUMBER OF TRUSTEES.

     (a) The number of Trustees shall be five; provided that the Holder of
     all of the Common Securities  by  written  instrument may increase or
     decrease  the number of Administrative Trustees.  Provided  that  the
     Property Trustee  meets  the  applicable  requirements,  the Property
     Trustee and the Delaware Trustee may be the same Person.

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

     (c)   The   death,  resignation,  retirement,  removal,   bankruptcy,
     incompetence  or  incapacity to perform the duties of a Trustee shall
     not operate to dissolve,  terminate  or  annul  the Trust. Whenever a
     vacancy in the number of Administrative Trustees  shall  occur, until
     such  vacancy  is  filled  by  the  appointment  of an Administrative
     Trustee  in accordance with Section 8.9, the Administrative  Trustees
     in office,  regardless of their number (and notwithstanding any other
     provision of  this  Agreement),  shall have all the powers granted to
     the  Administrative  Trustees  and shall  discharge  all  the  duties
     imposed upon the Administrative Trustees by this Trust Agreement.


     SECTION 8.17. DELEGATION OF POWER.

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

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




              ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER

     SECTION  9.1.  DISSOLUTION   UPON  EXPIRATION  DATE.  Unless  earlier
dissolved, the Trust shall automatically  dissolve  on  December  31, 2029
(the "Expiration Date").

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

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

     (b) the occurrence of a  Special  Event  except  in the case of a Tax
     Event  following  which  the  Depositor has elected (i)  to  pay  any
     Additional Sums (in accordance  with  Section  4.4) such that the net
     amount  received  by Holders of Preferred Securities  in  respect  of
     Distributions are not  reduced  as a result of such Tax Event and the
     Depositor has not revoked any such  election  or  failed to make such
     payments or (ii) to redeem all or some of the Debentures  pursuant to
     Section 4.4(a);

     (c)  the  redemption,  conversion  or  exchange  of  all of the Trust
     Securities;

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

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

     SECTION   9.3.   DISSOLUTION.   The   respective   obligations    and
responsibilities  of  the  Trustees  and  the  Trust created and continued
hereby shall terminate upon the latest to occur  of the following: (a) the
distribution  by  the  Property  Trustee  to  Security  Holders  upon  the
liquidation of the Trust pursuant to Section 9.4, or upon  the  redemption
of  all  of  the  Trust Securities pursuant to Section 4.2, of all amounts
required to be distributed  hereunder  upon the final payment of the Trust
Securities; (b) the payment of all expenses  owed  by  the  Trust; (c) the
discharge  of  all  administrative duties of the Administrative  Trustees,
including the performance of any tax reporting obligations with respect to
the Trust or the Security  Holders  and (d) the filing of a certificate of
cancellation  by  the Trustees in accordance  with  Section  3810  of  the
Delaware Business Trust Act.

     SECTION 9.4. LIQUIDATION.

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

          (i) state the Liquidation Date;

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

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

     (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
     the  liquidation  of the Trust and distribution of the Debentures  to
     Security Holders, 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, unless  the  Property  Trustee  determines
     otherwise,  shall  be the date which is the fifteenth day (whether or
     not a Business Day)  next preceding the Liquidation Date) and, either
     itself acting as exchange  agent  or  through  the  appointment  of a
     separate  exchange agent, shall establish such procedures as it shall
     deem appropriate to effect the distribution of Debentures in exchange
     for the Outstanding Trust Securities Certificates.

     (c)  Except  where  Section  9.2(c)  or  9.4(d)  applies,  after  the
     Liquidation  Date,  (i) the Trust Securities will no longer be deemed
     to be Outstanding, and (ii) all Trust Securities Certificates will be
     deemed to represent an aggregate principal amount of Debentures equal
     to the aggregate Liquidation  Amount of Trust Securities held by such
     Holders, and bearing accrued and  unpaid  interest in an amount equal
     to  the  accrued and unpaid Distributions on  such  Trust  Securities
     until such  certificates  are  presented  to the Property Trustee for
     transfer or reissuance.

     (d) In the event that, notwithstanding the  other  provisions of this
     Section 9.4, whether because of an order for dissolution entered by a
     court  of  competent jurisdiction or otherwise, distribution  of  the
     Debentures in  the  manner  provided  herein  is  determined  by  the
     Property  Trustee  not to be practicable, the Trust Property shall be
     liquidated, and the  Trust  shall  be  wound-up or terminated, by the
     Property Trustee in such manner as the Property  Trustee  determines,
     and  an  Administrative  Trustee shall prepare, execute and file  the
     certificate of cancellation  with the Secretary of State of the State
     of Delaware. In such event, Security  Holders  will  be  entitled  to
     receive  out of the assets of the Trust available for distribution to
     Security Holders,  after  satisfaction of liabilities to creditors of
     the Trust as provided by applicable  law,  an  amount  equal  to  the
     Liquidation  Amount  per  Trust  Security  plus  accrued  and  unpaid
     Distributions  thereon to the date of payment (such amount being  the
     "Liquidation  Distribution").   If,   upon  any  such  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  winding-up  or
     termination  PRO  RATA  (determined  as aforesaid)  with  Holders  of
     Preferred Securities, except that, if  a  Debenture  Event of Default
     has occurred and is continuing, the Preferred Securities shall have a
     priority over the Common Securities.

     SECTION  9.5. MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR  REPLACEMENTS
OF  THE  TRUST. The  Trust  may  not  merge  with  or  into,  consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties
and assets  substantially as an entirety to any Person, except pursuant to
this Section 9.5 or Section 9.4. At the request of the Depositor, with the
consent of the  Administrative  Trustees  and  without  the consent of the
Property  Trustee,  the Delaware Trustee or the Holders of  the  Preferred
Securities, the Trust  may merge with or into, consolidate, amalgamate, be
replaced  by  or convey, transfer  or  lease  its  properties  and  assets
substantially as  an  entirety to a trust organized as such under the laws
of  any  State; provided,  that  (i)  such  successor  entity  either  (a)
expressly  assumes all of the obligations of the Trust with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities
(the "Successor  Securities") so long as the Successor Securities rank the
same  as  the Preferred  Securities  rank  in  priority  with  respect  to
Distributions  and  payments  upon  liquidation, redemption and otherwise,
(ii) the Depositor expressly appoints  a  trustee of such successor entity
possessing  the  same powers and duties as the  Property  Trustee  as  the
holder of the Debentures,  (iii)  the  Successor Securities are listed, or
any Successor Securities will be listed  upon notification of issuance, on
any  national  securities  exchange or other  organization  on  which  the
Preferred  Securities  are  then   listed,   if  any,  (iv)  such  merger,
consolidation, amalgamation, replacement, conveyance,  transfer  or  lease
does   not   cause  the  Preferred  Securities  (including  any  Successor
Securities) to  be  downgraded  by  any  nationally recognized statistical
rating   organization,  (v)  such  merger,  consolidation,   amalgamation,
replacement,  conveyance,  transfer or lease does not adversely affect the
rights,  preferences  and privileges  of  the  Holders  of  the  Preferred
Securities (including any  Successor  Securities) in any material respect,
(vi) such successor entity has a purpose  substantially  identical to that
of  the  Trust,  (vii)  prior to such merger, consolidation, amalgamation,
replacement, conveyance,  transfer  or lease the Depositor has received an
Opinion  of Counsel to the effect that  (a)  such  merger,  consolidation,
amalgamation,   replacement,   conveyance,  transfer  or  lease  does  not
adversely affect the rights, preferences  and privileges of the Holders of
the  Preferred  Securities  (including any Successor  Securities)  in  any
material respect (other than  with respect to any dilution of the Holder's
interest in the new entity), (b)  following  such  merger,  consolidation,
amalgamation, replacement, conveyance, transfer or lease neither the Trust
nor  such  successor entity will be required to register as an  investment
company under  the 1940 Act, and (c) following such merger, consolidation,
amalgamation or  replacement,  the  Trust or such successor entity will be
treated as a grantor trust for United  States  Federal income tax purposes
and  (viii)  the Depositor or any permitted successor  or  assignee  owns,
directly or indirectly,  all  of  the  common securities of such successor
entity and guarantees the obligations of  such  successor entity under the
Successor  Securities at least to the extent provided  by  the  Guarantee.
Notwithstanding  the  foregoing,  the  Trust  shall  not,  except with the
consent  of  Holders  of  100%  in  aggregate  Liquidation  Amount of  the
Preferred  Securities,  consolidate,  amalgamate, merge with or  into,  be
replaced  by  or  convey,  transfer or lease  its  properties  and  assets
substantially as an entirety  to  any  other  entity  or  permit any other
entity  to consolidate, amalgamate, merge with or into, or replace  it  if
such  consolidation,   amalgamation,   merger,   replacement,  conveyance,
transfer  or  lease would cause the Trust or the successor  entity  to  be
classified as other  than a grantor trust for United States Federal income
tax purposes.


                   ARTICLE 10 MISCELLANEOUS PROVISIONS

     SECTION 10.1. LIMITATION OF RIGHTS OF SECURITY HOLDERS. Other than as
set forth in Section 9.1,  the  death, incapacity, dissolution, bankruptcy
or termination of any Person having  an interest, beneficial or otherwise,
in Trust Securities shall not operate  to  dissolve the Trust or terminate
this Trust Agreement, nor entitle the legal  representatives  or  heirs of
such Person or any Security Holder for such Person to claim an accounting,
take  any  action or bring any proceeding in any court for a partition  or
winding-up of  the  arrangements contemplated hereby, nor otherwise affect
the rights, obligations  and  liabilities  of the parties hereto or any of
them.

     SECTION 10.2. AMENDMENT.

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

     (b) Except as provided in Section 10.2(c) hereof,  any  provision  of
     this Trust Agreement may be amended by the Trustees and the Depositor
     with (i) the consent of Holders representing not less than a majority
     (based  upon  Liquidation  Amounts)  of  the  Trust  Securities  then
     Outstanding,  acting  as  a  single  class,  and  (ii) receipt by the
     Trustees of an Opinion of Counsel to the effect that  such  amendment
     or  the  exercise  of any power granted to the Trustees in accordance
     with such amendment will not affect the Trustee's status as a grantor
     trust for United States  Federal  income  tax purposes or the Trust's
     exemption from the status of an "investment  company"  under the 1940
     Act;  provided,  however,  if  any  amendment or proposal that  would
     adversely affect the powers, preferences  or  special  rights  of the
     Trust  Securities,  whether  by  way of amendment or otherwise, would
     adversely affect only the Preferred  Securities  or  only  the Common
     Securities, then only the affected class will be entitled to  vote on
     such  amendment or proposal and such amendment or proposal shall  not
     be effective  except  with  the approval of a majority in Liquidation
     Amount of such class of Trust Securities.

     (c) In addition to and notwithstanding  any  other  provision in this
     Trust Agreement, without the consent of each affected Security Holder
     (such consent being obtained in accordance with Section  6.3  or  6.6
     hereof),  this  Trust  Agreement may not be amended to (i) change the
     amount or timing of any  Distribution  on  the  Trust  Securities  or
     otherwise adversely affect the amount of any Distribution required to
     be  made in respect of the Trust Securities as of a specified date or
     (ii)  restrict  the  right of a Security Holder 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  Security  Holders  (such consent being obtained  in
     accordance with Section 6.3 or 6.6 hereof),  this  paragraph  (c)  of
     this Section 10.2 may not be amended.

     (d)  Notwithstanding any other provisions of this Trust Agreement, no
     Trustee  shall  enter  into or consent to any amendment to this Trust
     Agreement which would cause the Trust to fail or cease to qualify for
     the exemption from the status  of  an  "investment company" under the
     1940 Act or be classified as other than  a  grantor  trust for United
     States Federal income tax purposes.

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

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

     (g) Neither the  Property  Trustee  nor the Delaware Trustee shall be
     required to enter into any amendment  to  this  Trust Agreement which
     affects  its  own  rights,  duties  or  immunities under  this  Trust
     Agreement.  The  Property Trustee shall be  entitled  to  receive  an
     Opinion of Counsel  and  an  Officers'  Certificate  stating that any
     amendment  to this Trust Agreement is in compliance with  this  Trust
     Agreement.

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

     SECTION 10.4. GOVERNING LAW. THIS TRUST AGREEMENT AND  THE RIGHTS AND
OBLIGATIONS  OF EACH OF THE SECURITY HOLDERS, THE TRUST AND TRUSTEES  WITH
RESPECT TO THIS TRUST AGREEMENT IN THE TRUST SECURITIES SHALL BE CONSTRUED
IN ACCORDANCE  WITH  AND  GOVERNED  BY  THE  LAWS OF THE STATE OF DELAWARE
WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES  AND  EXCLUDING SECTIONS
3540 AND 3561 OF TITLE 12 THEREOF.

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

     SECTION  10.6. SUCCESSORS. This Trust Agreement shall be binding upon
and shall inure  to  the  benefit  of  any successor to the Depositor, the
Trust or the Relevant Trustee, including  any  successor  by  operation of
law.  Except  in  connection  with  a transaction that is permitted  under
Article 8 of the Indenture and pursuant  to  which  the assignee agrees in
writing  to perform the Depositor's obligations hereunder,  the  Depositor
shall not assign its obligations hereunder.

     SECTION  10.7.  HEADINGS.  The  Article  and Section headings are for
convenience  only  and  shall not affect the construction  of  this  Trust
Agreement.

     SECTION 10.8. REPORTS,  NOTICES  AND  DEMANDS.  Any  report,  notice,
demand  or  other  communications  which  by  any  provision of this Trust
Agreement is required or permitted to be given or served  to  or  upon any
Security  Holder  or  the  Depositor may be given or served in writing  by
deposit thereof, first-class  postage  prepaid, in the United States mail,
hand delivery or facsimile transmission,  in  each case, addressed, (a) in
the  case  of a Holder of Preferred Securities, to  such  Holder  as  such
Holder's name  and  address may appear on the Securities Register; and (b)
in  the  case of the Holder  of  the  Common  Securities,  to  Merry  Land
Properties,  Inc.,  624 Ellis Street, Augusta, Georgia 30901.  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,  the  Delaware  Trustee or the Administrative
Trustees  shall be given in writing addressed (until  another  address  is
published by  the  Trust)  as  follows:  (a)  with respect to the Property
Trustee, to First Union National Bank,  999 Peachtree Street, N. E., Suite
110, Atlanta, Georgia 30309, (b) with respect to  the Delaware Trustee, to
William J. Reif, The Corporation Trust Company, Corporation  Trust Center,
1209  Orange Street, Wilmington, Delaware 19801, with a copy of  any  such
notice  to the Property Trustee at its address above, and (c) with respect
to the Administrative  Trustees, to them at the address for notices to the
Depositor, marked "Attention: Mr. W. Tennent Houston." Such notice, demand
or other communication to  or upon the Trust or the Property Trustee shall
be deemed to have been sufficiently given or made only upon actual receipt
of the writing by the Trust or the Property Trustee.

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

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

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

     SECTION 10.11. ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE  AND
INDENTURE.  THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR  ON BEHALF OF A SECURITY HOLDER OR BENEFICIAL OWNER, WITHOUT
ANY SIGNATURE OR  FURTHER  MANIFESTATION  OF  ASSENT, SHALL CONSTITUTE THE
UNCONDITIONAL ACCEPTANCE BY THE SECURITY HOLDER  AND  ALL  OTHERS HAVING A
BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS
OF  THIS  TRUST  AGREEMENT  AND AGREEMENT TO SUBORDINATION PROVISIONS  AND
OTHER TERMS OF THE GUARANTEE  AND  THE INDENTURE, AND SHALL CONSTITUTE THE
AGREEMENT OF THE TRUST, SUCH SECURITY  HOLDER  AND  SUCH  OTHERS  THAT THE
TERMS  AND  PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE
AND EFFECTIVE  AS  THE AGREEMENT OF THE TRUST AND SUCH SECURITY HOLDER AND
SUCH OTHERS.

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

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

                         MERRY LAND PROPERTIES, INC.,
                         as Depositor


                         By:________________________________
                         Name: Title:



                         FIRST UNION NATIONAL BANK, as Property Trustee


                         By:________________________________
                         Name:                                      Title:



                         __________________________________
                               WILLIAM J. REIF,
                              as Delaware Trustee


                         __________________________________
                                W. TENNENT HOUSTON,
                               as Administrative Trustee


                         __________________________________
                          MICHAEL N. THOMPSON,
                          as Administrative Trustee


                         __________________________________
                          DORRIE E. GREEN,
                          as Administrative Trustee


B:\Trust Agreement #3.wpd                                               REH

<PAGE>


      EXHIBIT A -- Certificate of Trust of Merry Land Capital Trust



                           CERTIFICATE OF TRUST
                                    OF
                         MERRY LAND CAPITAL TRUST

THIS Certificate of Trust of Merry Land Capital Trust (the "Trust"), dated
as  of  September  20,  1999,  is  being  duly  executed  and filed by the
undersigned,  as  trustee,  to  form  a business trust under the  Delaware
Business Trust Act (12 DEL. C. Section 3801 ET SEQ.).

1.  NAME.  The name of the business trust  formed  hereby  is  Merry  Land
Capital Trust.

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 William J. Reif,
 The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
 Wilmington, Delaware 19801.

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

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

                                   _____________________________________
                                   William  J. Reif, not in his individual
                                   capacity but  solely  a  trustee of the
                                   Trust


B:\Trust Agreement #3.wpd                                               REH

<PAGE>

    EXHIBIT B -- Form of Common Securities of Merry Land Capital Trust


THE SECURITIES EVIDENCED HEREBY AND THE COMMON STOCK ISSUABLE  UPON  THEIR
CONVERSION AND THE DEBENTURES THAT MAY BE ISSUED IN EXCHANGE THEREFOR HAVE
NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES  ACT"),  AND  MAY  NOT  BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  UNDER THE
SECURITIES  ACT  OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT  UNDER
THE SECURITIES ACT,  IN  EACH  CASE,  IN  COMPLIANCE  WITH  ALL APPLICABLE
SECURITIES   LAWS   OF   THE   STATES  OF  THE  UNITED  STATES  AND  OTHER
JURISDICTIONS.

THIS CERTIFICATE IS NOT TRANSFERABLE  EXCEPT  TO AN ENTITY WHOLLY OWNED BY
MERRY  LAND  PROPERTIES,  INC.  OR  TO CERTAIN SUCCESSORS  OF  MERRY  LAND
PROPERTIES, INC.

Certificate Number ____Number of Common Securities _____




Certificate Evidencing Common Securities
of
Merry Land Capital Trust

Common Securities (Liquidation Amount $10 per Common Security)

Merry Land Capital Trust, a statutory  business  trust  created  under the
laws  of the State of Delaware (the "Trust"), hereby certifies that  Merry
Land  Properties,   Inc.   (the  "Holder")  is  the  registered  owner  of
______________  common securities  of  the  Trust  representing  undivided
beneficial interests in the assets of the Trust (the "Common Securities").
Except as set forth  in  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 ______________,  1999,  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 Holder is entitled to the benefits of the Common Securities  Guarantee
Agreement  entered  into  by  Merry  Land  Properties,  Inc.,  an  Georgia
corporation, and First Union National Bank, as Guarantee Trustee, dated as
of ______________, 1999 (the "Guarantee"), to the extent provided therein.
The Trust will furnish a copy of the Trust Agreement and the Guarantee  to
the  Holder  without  charge  upon  written  request  to  the Trust at its
principal place of business or registered office.

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



IN WITNESS WHEREOF, one of the Administrative Trustees  of  the  Trust has
executed this certificate this ______ day of ________________, 1999.

                    MERRY LAND CAPITAL TRUST

                                             By:________________________________
                                             Name:

                                             Title:    As   Administrative
                                             Trustee



PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:_______________

                    FIRST UNION NATIONAL BANK,
                    as Property Trustee

                    By:________________________________
                    Name:
                    Title: Authorized Signatory




B:\Trust Agreement #3.wpd                                               REH

<PAGE>


  EXHIBIT C -- Form of Preferred Securities of Merry Land Capital Trust



B:\Trust Agreement #3.wpd                                               REH

<PAGE>


                    EXHIBIT D -- Notice of Conversion

                           NOTICE OF CONVERSION

To: First  Union  National Bank, as Property Trustee of Merry Land Capital
Trust

The undersigned owner  of  these  Preferred  Securities hereby irrevocably
exercises the option to convert these Preferred Securities, or the portion
below designated, into Common Shares of Merry  Land  Properties, Inc. (the
"Common Stock") in accordance with the terms of the Amended  and  Restated
Trust  Agreement  (as  amended  from time to time, the "Trust Agreement"),
dated  as  of _____________, 1999,  by  W.  Tennent  Houston,  Michael  N.
Thompson, and Dorrie E. Green as Administrative Trustees, William J. Reif,
as Delaware Trustee, First Union National Bank, as Property Trustee, Merry
Land Properties,  Inc.,  as  Depositor,  and  by the Holders, from time to
time, of undivided beneficial interests in the  assets  of the Trust to be
issued  pursuant  to  the  Trust Agreement. Pursuant to the aforementioned
exercise  of  the  option  to  convert  these  Preferred  Securities,  the
undersigned hereby directs the Conversion  Agent  (as that term is defined
in the Trust Agreement) to (i) exchange such Preferred  Securities  for  a
portion of the Debentures (as that term is defined in the Trust Agreement)
held  by  the Trust (at the rate of exchange specified in the terms of the
Preferred  Securities   set   forth  in  the  Trust  Agreement)  and  (ii)
immediately convert such Debentures  on  behalf  of  the undersigned, into
Common  Stock  (at  the  conversion  rate specified in the  terms  of  the
Preferred Securities set forth in the Trust Agreement).

The undersigned does also hereby direct  the  Conversion  Agent  that  the
shares  issuable  and deliverable upon conversion, together with any check
in payment for fractional  shares,  be issued in the name of and delivered
to the undersigned, unless a different  name  has  been  indicated  in the
assignment below. If shares are to be issued in the name of a person other
than  the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto.

Date:___________________

in whole  _____
in part   _____

Number of Preferred Securities to be converted:________________________

If a name  or  names  other  than  the undersigned, please indicate in the
spaces b