<PAGE>   1
                                   EXHIBIT 4.12










                   FORM OF AMENDED & RESTATED TRUST AGREEMENT



                             SEMCO CAPITAL TRUST II
                              AMENDED AND RESTATED
                                 TRUST AGREEMENT


                                      AMONG


                        SEMCO ENERGY, INC., AS DEPOSITOR,
                BANK ONE TRUST COMPANY, NA, AS PROPERTY TRUSTEE
                  BANK ONE DELAWARE, INC., AS DELAWARE TRUSTEE


                                       AND


                   SEBASTIAN COPPOLA AND EDRIC R. MASON, JR.,
                           AS ADMINISTRATIVE TRUSTEES


                                   DATED AS OF


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


<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                          Page
<S>                                                                                                       <C>
ARTICLE I    Defined Terms........................................................................

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


ARTICLE II   Establishment of the Trust...........................................................

     Section 2.01  Name...........................................................................

     Section 2.02  Offices of the Trustees; Principal Place of Business...........................

     Section 2.03  Initial Contribution of Trust Property; Organizational
                   Expenses.......................................................................

     Section 2.04  Issuance of the Trust Preferred Securities.....................................

     Section 2.05  Subscription and Purchase of Subordinated Debentures;
                   Issuance of the Trust Common Securities........................................

     Section 2.06  Declaration of Trust...........................................................

     Section 2.07  Authorization to Enter into Certain Transactions...............................

     Section 2.08  Assets of Trust................................................................

     Section 2.09  Title to Trust Property........................................................

     Section 2.10  Mergers and Consolidations of the Trust........................................

ARTICLE III  Payment Account......................................................................

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

ARTICLE IV   Distributions; Redemption............................................................

     Section 4.01  Distributions .................................................................

     Section 4.02  Redemption.....................................................................

     Section 4.03  Subordination of Trust Common Securities.......................................

     Section 4.04  Payment Procedures.............................................................

     Section 4.05  Tax Returns and Reports........................................................

ARTICLE V    Trust Securities Certificates .......................................................

     Section 5.01  Initial Ownership..............................................................

     Section 5.02  The Trust Securities Certificates..............................................

     Section 5.03  Authentication of Trust Securities Certificates................................

     Section 5.04  Registration of Transfer and Exchange of Preferred
                   Securities Certificates........................................................

     Section 5.05  Mutilated, Destroyed, Lost or Stolen Trust Securities
                   Certificates...................................................................

</TABLE>


<PAGE>   3

<TABLE>

<S>                                                                                                       <C>
     Section 5.06  Persons Deemed Securityholders.................................................

     Section 5.07  Access to List of Securityholders' Names and Addresses.........................

     Section 5.08  Maintenance of Office or Agency................................................

     Section 5.09  Appointment of Paying Agent....................................................

     Section 5.10  Ownership of Trust Common Securities by Depositor..............................

     Section 5.11  Book-Entry Trust Preferred Securities Certificates; Common
                   Securities Certificate.........................................................

     Section 5.12  Notices to Clearing Agency.....................................................

     Section 5.13  Definitive Trust Preferred Securities Certificates.............................

     Section 5.14  Rights of Securityholders......................................................


ARTICLE VI   Acts of Securityholders; Meetings; Voting............................................

     Section 6.01  Limitations on Voting Rights...................................................

     Section 6.02  Notice of Meetings.............................................................

     Section 6.03  Meetings of Trust Preferred Securityholders....................................

     Section 6.04  Voting Rights..................................................................

     Section 6.05  Proxies, etc...................................................................

     Section 6.06  Securityholder Action by Written Consent.......................................

     Section 6.07  Record Date for Voting and Other Purposes......................................

     Section 6.08  Acts of Securityholders........................................................

     Section 6.09  Inspection of Records..........................................................


ARTICLE VII  Representations and Warranties of the Property Trustee
                   and Delaware Trustee...........................................................

     Section 7.01 Representations and Warranties of the Property Trustee
                   and Delaware Trustee...........................................................

     Section 7.02  Representations and Warranties of Depositor ...................................


ARTICLE VIII The Trustees.........................................................................

     Section 8.01  Certain Duties and Responsibilities............................................

     Section 8.02  Notice of Defaults.............................................................

     Section 8.03  Certain Rights of Property Trustee.............................................

     Section 8.04  Not Responsible for Recitals or Issuance of Securities.........................

     Section 8.05  Trustee May Hold Securities....................................................

     Section 8.06  Compensation; Fees; Indemnity..................................................

     Section 8.07  Trustees Required; Eligibility.................................................

</TABLE>

<PAGE>   4

<TABLE>
<S>                                                                                                       <C>
     Section 8.08  Conflicting Interests..........................................................

     Section 8.09  Co-Property Trustees and Separate Trustee......................................

     Section 8.10  Resignation and Removal; Appointment of Successor..............................

     Section 8.11  Acceptance of Appointment by Successor.........................................

     Section 8.12  Merger, Conversion, Consolidation or Succession
                   to Business....................................................................

     Section 8.13  Preferential Collection of Claims Against Depositor
                   or Trust.......................................................................

     Section 8.14  Reports by Property Trustee....................................................

     Section 8.15  Reports to the Property Trustee................................................

     Section 8.16  Evidence of Compliance with Conditions Precedent...............................

     Section 8.17  Number of Trustees.............................................................

     Section 8.18  Delegation of Power............................................................

     Section 8.19  Enforcement of Rights of Property Trustee by
                   Securityholders................................................................


ARTICLE IX   Termination and Liquidation..........................................................

     Section 9.01  Termination Upon Expiration Date...............................................

     Section 9.02  Early Termination..............................................................

     Section 9.03  Termination....................................................................

     Section 9.04  Liquidation....................................................................

     Section 9.05  Bankruptcy.....................................................................


ARTICLE X    Miscellaneous Provisions.............................................................

     Section 10.01 Guarantee by the Depositor.....................................................

     Section 10.02 Limitation of Rights of Securityholders........................................

     Section 10.03 Amendment......................................................................

     Section 10.04 Separability...................................................................

     Section 10.05 Governing Law..................................................................

     Section 10.06 Notice of Deferral of Distribution.............................................

     Section 10.07 Headings.......................................................................

     Section 10.08 Notice and Demand..............................................................

     Section 10.09 Agreement Not to Petition......................................................

     Section 10.10 Conflict with Trust Indenture Act..............................................

     Section 10.11 Successors.....................................................................

</TABLE>


<PAGE>   5

EXHIBIT A - Certificate of Trust
EXHIBIT B - Form of Expense Agreement
EXHIBIT C - Form of Trust Common Securities Certificate
EXHIBIT D - Form of Trust Preferred Securities Certificate


<PAGE>   6


                             SEMCO CAPITAL TRUST II

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

<TABLE>
<CAPTION>

Trust Indenture Act                                        Trust Agreement

Section                                                    Section
-------                                                    -------
<S>                                                        <C>
Section 310(a)(1)....................................      8.07
     (a)(2)..........................................      8.07
     (a)(3)..........................................      8.09
     (a)(4)..........................................      Not Applicable
     (b).............................................      8.08
Section 311(a).......................................      8.13
     (b).............................................      8.13
Section 312(a).......................................      5.07
     (b).............................................      5.07
     (c).............................................      5.07
Section 313(a).......................................      8.14
     (a)(4)..........................................      8.14(b)
     (b).............................................      8.14(b)
     (c).............................................      8.14(c)
     (d).............................................      8.14(b), 8.14(c)
Section 3.14(a)......................................      8.15
     (b).............................................      Not Applicable
     (c)(1)..........................................      8.15, 8.16
     (c)(2)..........................................      8.16
     (c)(3)..........................................      8.16
     (d).............................................      Not Applicable
     (e).............................................      8.16
Section 315(a).......................................      8.01
     (b).............................................      8.02, 8.14(b)
     (c).............................................      8.01(a)
     (d).............................................      8.01, 8.03
     (e).............................................      Not Applicable
Section 316(a).......................................      Not Applicable
     (a)(1)(A).......................................      8.19
     (a)(1)(B).......................................      8.19
     (a)(2)..........................................      Not Applicable
     (b).............................................      Not Applicable
     (c).............................................      Not Applicable
Section 317(a)(1)....................................      Not Applicable
     (a)(2)..........................................      Not Applicable
     (b).............................................      5.09
Section 318(a).......................................      10.10

</TABLE>

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



<PAGE>   7
                      AMENDED AND RESTATED TRUST AGREEMENT


          THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ____________,
1999 by and among (i) SEMCO Energy, Inc., a Michigan corporation (the
"Depositor" or the "Corporation"), (ii) Bank One Trust Company, NA, a national
banking association, as trustee (the "Property Trustee" and, in its separate
corporate capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) Bank One Delaware, Inc., a corporation duly organized under the laws of
the State of Delaware, as Delaware trustee (the "Delaware Trustee" and in its
separate corporate and not in its capacity as Delaware Trustee, the "Delaware
Corporation"), (iv) Sebastian Coppola, an individual, and Edric R. Mason, Jr.,
an individual, as administrative trustees (each an "Administrative Trustee" and
together the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.


                                   WITNESSETH:

         WHEREAS, the Depositor and certain of the Trustees have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the execution and filing with the Secretary of State of the State
of Delaware of the Certificate of Trust, dated __________ ___, 1999 (the
"Certificate of Trust") and by the entering into that certain Trust Agreement,
dated as of _______ ___, 1999 (the "Original Trust Agreement"), 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 addition of the Bank, as trustee of the Trust, (ii) the
acquisition by the Trust from the Depositor of all of the right, title and
interest in certain subordinated debentures of the Depositor, (iii) the issuance
of the Trust Common Securities by the Trust to the Depositor, and (iv) the
issuance and sale of the Trust Preferred Securities by the Trust pursuant to the
Underwriting Agreement.

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



                                       1

<PAGE>   8


                                    ARTICLE I

                                  DEFINED TERMS

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

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

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

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

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

         "Act" has the meaning specified in Section 6.08.

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

         "Administrative Trustee" means each of the individuals identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in their
capacities as Administrative Trustees of the Trust formed and continued
hereunder and except as specifically provided to the contrary herein and not in
their individual capacities, or such trustee's successor(s) 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. For the purposes of this definition, control
when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

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

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

         (i) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of such Person in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging such
Person a bankrupt or insolvent, or approving as properly filed a petition


                                       2

<PAGE>   9

seeking reorganization, arrangement, adjustment or composition of or in respect
of such Person under any applicable federal or state law, or appointing a
custodian, 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 for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

         (ii) the commencement by such Person of a voluntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of such Person in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Corporation 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, or the authorization of any such action by the
board of directors of such Person.

         "Bankruptcy Laws" has the meaning specified in Section 10.09.

         "Beneficiaries" has the meaning specified in Section 10.01.

         "Board Resolution" means a resolution or a copy thereof certified by
the Secretary or an Assistant Secretary of the Depositor to have been duly
adopted by the Depositor's Board of Directors or a duly authorized committee
thereof and to be in full force and effect on the date of such certification,
and delivered to the Trustees.

         "Book-Entry Trust Preferred Securities Certificates" means certificates
representing Trust Preferred Securities issued in global, fully registered form
to the Clearing Agency as described in Section 5.11.

         "Business Day" means a day other than (i) a Saturday or a Sunday, (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office or the Indenture Trustee's principal corporate trust office is closed for
business.

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

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for which from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency pursuant to the rules of such Clearing Agency or an agreement
between the Clearing Agency and such Person in the customary form.

                                      3



<PAGE>   10

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

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

         "Corporate Trust Office" means the office of the Property Trustee
located in Detroit, Michigan at which its corporate trust business shall be
principally administered.

         "Corporation" means SEMCO Energy, Inc., its successors and assigns.

         "Debenture Indenture Event of Default" means an "Event of Default" as
defined in the Subordinated Debenture Indenture with respect to the Subordinated
Debentures.

         "Debenture Indenture Redemption Date" means "Redemption Date", as
defined in the Subordinated Debenture Indenture.

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

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

         "Delaware Corporation" means Bank One Delaware, Inc. in its
separate corporate capacity.

         "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" and has the meaning specified in the preamble to this Trust Agreement
solely in its capacity as Delaware Trustee of the Trust formed and continued
hereunder and except as specifically provided to the contrary herein, not in its
individual capacity, or its successor in interest in such capacity, or any
successor Delaware Trustee appointed as herein provided.

         "Depositor" means SEMCO Energy, Inc., in its capacity as "Depositor"
under this Trust Agreement, its successors and assigns.

         "Distribution Date" has the meaning specified in Section 4.01(a).

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

         "Early Termination Event" has the meaning specified in Section 9.02.

         "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of


                                       4

<PAGE>   11

law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):

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

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

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

         (iv)  default in the performance, or breach, of any covenant or
warranty of the Trustees in this Trust Agreement (other than a covenant or
warranty a default in whose performance or breach is dealt with in clause (ii)
or (iii) above) and continuation of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the
Trustees by the Holders of at least 25% in Liquidation Amount of the Outstanding
Trust Preferred Securities a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

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

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

         "Expiration Date" has the meaning specified in Section 9.01.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation, with a similar purpose and
effect.

         "Extension Period" has the meaning specified in Section 4.01(b).

         "Indenture Trustee" means the trustee under the Subordinated Debenture
Indenture.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

         "Issue Date" means the date of the original issuance and delivery of
the Trust Securities by the Administrative Trustees.

         "Legal Action" has the meaning specified in Section 2.07(A)(iv).

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

         "Like Amount" means (i) Trust Securities having a Liquidation Amount
equal to the principal amount of Subordinated Debentures to be contemporaneously
redeemed in


                                       5

<PAGE>   12

accordance with the Subordinated Debenture Indenture and the proceeds of which
will be used to pay the Redemption Price of such Trust Securities and (ii)
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Subordinated
Debentures are distributed.

         "Liquidation Amount" means the stated amount of $25 per Trust Security.

         "Liquidation Date" means the date on which Subordinated Debentures are
to be distributed to Holders of Trust Securities in connection with a
liquidation of the Trust pursuant to Section 9.04.

         "Liquidation Distribution" has the meaning specified in Section 9.05.

         "Obligations" has the meaning specified in Section 10.01.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Depositor, and
delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate to be delivered by the Depositor pursuant to Section 8.16 shall be
the principal executive, financial or accounting officer of the Depositor. An
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 such covenant or condition and the definitions herein relating thereto;

         (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in the Officers'
Certificate are based;

         (c) a statement that, in the opinion of each such officer, he has made
such examination or investigation as is necessary to enable him 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.

         "OID" means "original issue discount" as that term or any substantially
similar subsequent term is defined in the Internal Revenue Code of 1986, as
amended.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Trustees or the Depositor, but not an employee of the
Trust or the Trustees, and who shall be reasonably acceptable to the Property
Trustee. Any Opinion of Counsel pertaining to federal income tax matters may
rely on published rulings of the Internal Revenue Service.

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



                                       6


<PAGE>   13

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

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

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

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

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

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.09 and shall initially be the Property Trustee.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account established pursuant to Section 3.01 and maintained by the
Property Trustee for the benefit of the Securityholders in which all amounts
paid in respect of the Subordinated Debentures will be held and from which the
Property Trustee shall make payments to the Securityholders in accordance with
Section 4.01.


                                       7

<PAGE>   14



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

         "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust formed and continued
hereunder and except as specifically provided to the contrary herein not in its
individual capacity, or its successor in interest in such capacity, or any
successor "Property Trustee" as herein provided.

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

         "Redemption Price" means, with respect to any date fixed for redemption
of any Trust Security, the Liquidation Amount of such Trust Security, plus
accrued and unpaid Distributions to such date.

         "Relevant Trustee" has the meaning specified in Section 8.10.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation with a similar purpose and effect.

         "Security Register" and "Security Registrar" are described in Section
5.04.

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

         "Subordinated Debentures" means the $_________ aggregate principal
amount of the Depositor's Series _____ % Subordinated Debentures due _____,
_____ issued pursuant to the Subordinated Debenture Indenture.

         "Subordinated Debenture Indenture" means the Subordinated Debenture
Indenture, dated as of ______________, between the Depositor and the Indenture
Trustee, as supplemented by the Supplemental Indenture.

         "Successor Securities" has the meaning specified in Section 2.10.

         "Supplemental Indenture" means the Indenture, dated as of
_________________, by and between the Depositor and the Indenture Trustee for
the purpose of supplementing the Subordinated Debenture Indenture entered into
in connection with the Subordinated Debentures.

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



                                       8


<PAGE>   15

         "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 an
purposes of this Amended and Restated Trust Agreement and any modification,
amendment or supplement, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Amended and Restated Trust Agreement and
any such modification, amendment or supplement, respectively.

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

         "Trust Common Security" means an undivided beneficial ownership
interest in the assets of the Trust having a Liquidation Amount of $25 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.

         "Trustees" means the Persons identified as "Trustees" in the preamble
to this Trust Agreement solely in their capacities as Trustees of the Trust
formed hereunder and except as specifically provided to the contrary herein not
in their individual capacities, or any successor in interest in such capacity,
or any successor trustee appointed as herein provided.

         "Trust Guarantee" means the Trust Guarantee Agreement executed and
delivered by the Corporation and Bank One Trust Company, NA, as Guarantee
Trustee, contemporaneously with the execution and delivery of this Trust
Agreement, for the benefit of the Holders of the Trust Preferred Securities, as
amended from time to time.

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

         "Trust Preferred Security" means an undivided beneficial ownership
interest in the assets of the Trust having a Liquidation Amount of $25 and
having rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

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

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

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



                                       9


<PAGE>   16

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________________ among the Trust, the Depositor and the underwriters named
therein.



                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

         Section 2.01 Name. The Trust continued hereby shall be known as "SEMCO
Capital Trust II" 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. The Administrative Trustees may change the name of the
Trust from time to time following written notice to the Holders.

         Section 2.02 Offices of the Trustees; Principal Place of Business. The
address of the Property Trustee is Bank One Trust Company, NA, Corporate Trust
Administration, 11th Floor - Suite 8110, 611 Woodward Avenue, Detroit, Michigan
48226, or at such other address as the Property Trustee may designate by written
notice to the Securityholders and the Depositor. The principal place of business
of the Delaware Trustee is Bank One Delaware, Inc., 3 Christina Centre, 201
N. Walnut St., Wilmington, Delaware 19801, or at such other address in Delaware
as the Delaware Trustee may designate by notice to the Depositor. The address of
the Administrative Trustees is c/o SEMCO Energy, Inc., 405 Water Street, P.O.
Box 5026, Port Huron, Michigan 48061-5026, Attention: Edric R. Mason, Jr. The
principal place of business of the Trust is c/o SEMCO Energy, Inc., 405 Water
Street, P.O. Box 5026, Port Huron, Michigan 48061-5026. The Depositor may change
the principal place of business of the Trust at any time by giving notice
thereof to the Trustees.

         Section 2.03 Initial Contribution of Trust Property; Organizational
Expenses. The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

         Section 2.04 Issuance of the Trust Preferred Securities.
Contemporaneously with the execution and delivery of this Trust Agreement, the
Administrative Trustees, on behalf of the Trust, shall execute and deliver to
the underwriters named in the Underwriting Agreement Trust Preferred Securities
Certificates, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of Trust Preferred Securities having an aggregate
Liquidation Amount of $_________ (the "Trust Preferred Securities") against
receipt of the aggregate purchase price of such Trust Preferred Securities of
$__________, which amount the Administrative Trustees shall promptly deliver to
the Property Trustee.

         Section 2.05 Subscription and Purchase of Subordinated Debentures;
Issuance of the Trust Common Securities. Contemporaneously with the execution
and delivery of this Trust Agreement, the Administrative Trustees, on behalf of
the Trust, shall execute and deliver to the Depositor Trust Common Securities
Certificates, registered in the name of the Depositor, in an

                                       10

<PAGE>   17

aggregate amount of Trust Common Securities having an aggregate Liquidation
Amount of $__________ against payment by the Depositor of such amount.
Contemporaneously therewith, the Administrative Trustees, on behalf of the
Trust, shall subscribe to and purchase from the Depositor Subordinated
Debentures, registered in the name of the Property Trustee, on behalf of the
Trust and the Holders, and having an aggregate principal amount equal to
$___________ and, in satisfaction of the purchase price for such Subordinated
Debentures, the Property Trustee, on behalf of the Trust, shall deliver to the
Depositor the sum of $___________.

         Section 2.06 Declaration of Trust. The exclusive purposes and functions
of the Trust are (i) to issue and sell the Trust Securities, (ii) to use the
proceeds from such sale to acquire the Subordinated Debentures, and (iii) to
engage in only those other activities necessary, appropriate, convenient or
incidental thereto. The Depositor hereby appoints each of the Bank, the Delaware
Trustee, Sebastian Coppola, and Edric R. Mason, Jr., as trustees of the Trust,
to have all the rights, powers and duties to the extent set forth herein. The
Property Trustee hereby declares that it will hold the Trust Property upon and
subject to the conditions set forth herein subject to the conditions set forth
herein for the benefit of the Trust and the Securityholders. The Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. Except
as may be required under the Delaware Business Trust Act, the Delaware Trustee
shall not be entitled to exercise any powers, nor shall the Delaware Trustee
have any of the duties and responsibilities of any other Trustee set forth
herein. The Delaware Trustee shall be one of the Trustees for the sole and
limited purpose of fulfilling the requirements of Section 3807(a) of the
Delaware Business Trust Act. The Delaware Trustee, as the trustee under the
Original Trust Agreement, has filed the Certificate of Trust of the Trust with
the office of the Secretary of State of the State of Delaware, a copy of which
is attached hereto as Exhibit A, and such filing is hereby confirmed and
ratified.

         Section 2.07 Authorization to Enter into Certain Transactions. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (C) of
this Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee) or implied, otherwise granted to
the Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including without limitation, the following:

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

         (i)     to acquire the Subordinated Debentures with the proceeds of the
sale of the Trust Securities; provided, however, the Administrative Trustees
shall cause legal title to all of the Subordinated Debentures to be vested in,
and the Subordinated Debentures to be held of record in the name of, the
Property Trustee for the benefit of the Trust and the Holders of the Trust
Securities;

                                       11

<PAGE>   18


         (ii)    to deliver to the Depositor and the Property Trustee prompt
written notice of the occurrence of any Special Event (as defined in the
Supplemental Indenture) and to take any ministerial actions in connection
therewith; provided that the Administrative Trustees shall consult with the
Depositor and the Property Trustee before taking or refraining to take any
ministerial action in relation to a Special Event;

         (iii)   to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including for the
purposes of Section 316(c) of the Trust Indenture Act and with respect to
Distributions, voting rights, redemptions, and exchanges, and to issue relevant
notices to Holders of the Trust Securities as to such actions and applicable
record dates;

         (iv)    to bring or defend, pay, collect, compromise, arbitrate, resort
to legal action, or otherwise adjust claims or demands of or against the Trust
("Legal Action"), unless pursuant to Section 2.07(B)(v), the Property Trustee
has the power to bring such Legal Action;

         (v)     to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

         (vi)    to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;

         (vii)   to give the certificate to the Property Trustee required by
Section 314(a)(4) of the Trust Indenture Act, which certificate may be executed
by any Administrative Trustee;

         (viii)  to take all actions and perform such duties as may be required
of the Administrative Trustees pursuant to the terms of this Trust Agreement;

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

         (x)     to take all action necessary to cause all applicable tax
returns and tax information reports that are required to be filed with respect
to the Trust to be duly prepared and filed by the Administrative Trustees, on
behalf of the Trust;

         (xi)    to issue and sell the Trust Securities;

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

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

                                       12


<PAGE>   19

         (xiv)   to assist in the listing of the Trust Preferred Securities upon
the NASDAQ National Market and such securities exchange or exchanges as shall be
determined by the Depositor and, if required, the registration of the Trust
Preferred Securities under the Exchange Act, and the preparation and filing of
all periodic and other reports and other documents pursuant to the foregoing;

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

         (xvi)   to appoint a Paying Agent (subject to Section 5.09),
authenticating agent and Security Registrar in accordance with this Trust
Agreement;

         (xvii)  to register transfers of the Trust Securities in accordance
with this Trust Agreement;

         (xviii) to assist in the winding up of the affairs of and termination
of the Trust as provided in this Trust Agreement; and

         (xix)   to take any action incidental to the foregoing as the
Administrative Trustees may from time to time determine is necessary,
appropriate, convenient or advisable to protect and conserve the Trust Property
for the benefit of the Securityholders (without consideration of the effect of
any such action on any particular Securityholder).

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

         (i)     engage in such ministerial activities as shall be necessary or
appropriate to effect promptly the redemption of the Trust Securities to the
extent the Subordinated Debentures are redeemed or mature;

         (ii)    upon notice of distribution issued by the Administrative
Trustees in accordance with the terms of this Trust Agreement, engage in such
ministerial activities as shall be necessary or appropriate to effect promptly
the distribution pursuant to the terms of this Trust Agreement of Subordinated
Debentures to Holders of Trust Securities;

         (iii)   subject to the terms hereof, exercise all of the rights, powers
and privileges of a holder of the Subordinated Debentures under the Subordinated
Debenture Indenture and, if an Event of Default occurs and is continuing,
enforce for the benefit of, and subject to the rights of, the Holders of the
Trust Securities, its rights as holder of the Subordinated Debentures under the
Subordinated Debenture Indenture;

         (iv)    take all actions and perform such duties as may be specifically
required of the Property Trustee pursuant to the terms of this Trust Agreement;

         (v)     take any Legal Action which arises out of or in connection with
an Event of Default or the Property Trustee's duties and obligations under this
Trust Agreement, the Delaware Business Trust Act or the Trust Indenture Act;


                                       13

<PAGE>   20


         (vi)    the establishment and maintenance of the Payment Account;

         (vii)   the receipt of and holding of legal title to the Subordinated
Debentures as described herein;

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

         (ix)    the distribution of amounts received in the Payment Account and
owed to the Securityholders in respect of the Trust Securities;

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

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

         (xii)   the winding up of the affairs of and termination of the Trust
as provided in this Trust Agreement, and the preparation, execution and filing
of the certificate of cancellation with the Secretary of State of the State of
Delaware; and

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

         (C)     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, activity or transaction except as expressly provided herein or
contemplated hereby. In particular, the Trustees acting on behalf of the Trust
shall not (i) acquire any investments or engage in any activities not authorized
by this Trust Agreement, (ii) sell, assign, transfer, exchange, pledge, set-off
or otherwise dispose of any of the Trust Property or interests therein,
including to Securityholders, except as expressly provided herein, (iii) take
any action that would cause the Trust to fail or cease to qualify as a grantor
trust for United States federal income tax purposes, (iv) incur any indebtedness
for borrowed money, (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property, (vi) issue any securities
other than the Trust Securities, or (vii) have any power to, or agree to any
action by the Depositor that would, vary the investment (within the meaning of
Treasury Regulation Section 301.7701-4(c)) of the Trust or of the
Securityholders. The Trustees shall defend all claims and demands of all Persons
at any time claiming any Lien on any of the Trust Property adverse to the
interest of the Trust or the Securityholders in their capacity as
Securityholders.

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


                                       14



<PAGE>   21

         (i)     to prepare for filing by the Trust with the Commission a
registration statement on Form S-3 under the Securities Act in relation to the
Trust Preferred Securities, including any amendments thereto;

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

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

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

         (v)     to negotiate the terms of the Underwriting Agreement providing
for the sale of the Trust Preferred Securities and to execute, deliver and
perform the Underwriting Agreement on behalf of the Trust;

         (vi)    to negotiate the terms of an agreement with the Depository
Trust Company relating to the Trust Preferred Securities and to execute, deliver
and perform the agreement on behalf of the Trust; and

         (vii)   any other actions necessary, incidental, appropriate or
convenient to carry out any of the foregoing activities.

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

         Section 2.08 Assets of Trust. The assets of the Trust shall consist of
the Trust Property.

         Section 2.09 Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Subordinated


                                       15
<PAGE>   22

Debentures shall vest automatically in each Person who may thereafter be
appointed as Property Trustee in accordance with the terms hereof. Such vesting
and cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered.

         Section 2.10 Mergers and Consolidations of the Trust. The Trust shall
not consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other entity, except as described below. The Trust may at the
request of the Corporation, with the consent of the Administrative Trustees and,
unless an Event of Default shall have occurred and be continuing, without the
consent of the Holders, the Property Trustee or the Delaware Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust organized
as such under the laws of any state; provided that (i) such successor entity
either (x) expressly assumes all of the obligations of the Trust with respect to
the Trust Securities or (y) substitutes for the Trust Securities other
securities having substantially the same terms as the Trust Securities (herein
referred to as the "Successor Securities") so long as the Successor Securities
rank the same as the Trust Securities rank in priority with respect to
Distributions and payments upon liquidation, redemption and otherwise, (ii) the
Corporation expressly appoints a trustee of such successor entity possessing
substantially the same powers and duties as the Property Trustee as the holder
of legal title to the Subordinated Debentures, (iii) the Trust Preferred
Securities or any Successor Securities are listed, or any Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Trust Preferred Securities are then
listed, (iv) such merger, consolidation, amalgamation or replacement does not
cause the Trust Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v)
such consolidation, amalgamation, merger or replacement does not adversely
affect the rights, preferences and privileges of the Holders of the Trust
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 consolidation, amalgamation, merger or replacement,
the Corporation and the Property Trustee have received an Opinion of Counsel
experienced in such matters to the effect that (A) such consolidation,
amalgamation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Securities (including any
Successor Securities) in any material respect, and (B) following such
consolidation, amalgamation, merger or replacement, neither the Trust nor such
successor entity will be required to register as an investment company under the
Investment Company Act, and (viii) the Corporation owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Trust Guarantee. Notwithstanding the foregoing, the Trust shall not,
except with the consent of Holders of 100% in Liquidation Amount of the Trust
Securities, consolidate, amalgamate, merge with or into, or be replaced by any
other entity or permit any other entity to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                   ARTICLE III

                                 PAYMENT ACCOUNT


                                       16


<PAGE>   23



         Section 3.01  Payment Account.

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

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


                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

         Section 4.01  Distributions.

         (a) Distributions on the Trust Securities shall be cumulative and
accrue from the Issue Date and, except in the event that the Depositor exercises
its right to extend the interest payment period for the Subordinated Debentures
pursuant to Section 104 of the Supplemental Indenture, shall be payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing on __________, ____. If any date on which Distributions are
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay) except that, if such Business Day is in the next succeeding calendar
year, payment of such Distribution shall be made on the immediately preceding
Business Day, in each case, with the same force and effect as if made on such
date (each such date, a "Distribution Date").

         (b) Distributions payable on the Trust Securities shall be fixed at a
rate of _____% per annum of the Liquidation Amount of the Trust Securities. The
amount of Distributions payable for any full quarterly period shall be computed
on the basis of twelve 30-day months and a 360-day year. If the interest payment
period for the Subordinated Debentures is extended pursuant to Section 104 of
the Supplemental Indenture (an "Extension Period"), then the rate per annum at
which Distributions on the Trust Securities accumulate shall be increased by an
amount such that the aggregate amount of Distributions that accumulate on all
Trust Securities during any such Extension Period is equal to the aggregate
amount of interest (including interest payable on unpaid interest at the
percentage rate per annum set forth above, compounded quarterly, to the extent
permitted by applicable law) that accrues during any such Extension Period on
the Subordinated Debentures. The payment of such deferred interest, together
with interest thereon, will be distributed, if and to the extent funds are
legally available

                                       17


<PAGE>   24

therefor, to the Holders of the Trust Securities (as they appear on the books
and records of the Trust on the Record Date next following the termination of
such Extension Period) as received at the end of any Extension Period. The
amount of Distributions payable for any period shall include the Additional
Amounts, if any.

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

         (d)     Distributions (including Additional Amounts, if any) on the
Trust Securities on each Distribution Date shall be payable to the Holders
thereof as they appear on the Security Register for the Trust Securities on the
relevant record date, which shall be the close of business on the fifteenth
calendar day prior to the relevant Distribution Date. Each Trust Security, upon
registration of transfer of or in exchange for or in lieu of any other Trust
Security, shall carry the rights of Distributions accrued (including Additional
Amounts, if any) and unpaid, and to accrue (including Additional Amounts, if
any), which were carried by such other Trust Security.

         Section 4.02  Redemption.

         (a)     On each Redemption Date with respect to the Subordinated
Debentures, the Trust will be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

         (b)     Notice of redemption shall be given by the Property Trustee by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder's address appearing in the Security Register. Any notices of
redemption shall state:

         (i)     the Redemption Date;

         (ii)    the Redemption Price;

         (iii)   the CUSIP number;

         (iv)    if less than all the Outstanding Trust Securities are to be
redeemed, the total Liquidation Amount of the Trust Securities to be redeemed;
and

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

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


                                       18

<PAGE>   25

         (d)    If the Property Trustee gives a notice of redemption in respect
of any Trust Preferred Securities which notice when given shall become
irrevocable, then, by 2:00 P.M. New York City time, on the Redemption Date,
subject to Section 4.02(c), the Property Trustee will, so long as the Trust
Preferred Securities are in book-entry only form, irrevocably deposit with the
Clearing Agency for the Trust Preferred Securities funds sufficient to pay the
applicable Redemption Price. If the Trust Preferred Securities are not in
book-entry only form, the Property Trustee, subject to Section 4.02(c), shall
irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions to pay
the Redemption Price to the Holders thereof upon surrender of their Trust
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Security 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 immediately prior to the close
of business on the date of such deposit, all rights of Securityholders holding
Trust Securities so called for redemption will cease, except the right of such
Securityholders to receive the Redemption Price, but without interest, and such
Securities will cease to be outstanding. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Redemption Price shall be made on the immediately
preceding Business, Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
Trust Securities is improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Trust Guarantee, Distributions on such
Trust Securities will continue to accrue at the then applicable rate, from such
Redemption Date originally established by the Trust for such Trust Preferred
Securities to the date such Redemption Price is actually paid.

         (e)    Payment of the Redemption Price on the Trust Securities shall be
made to the recordholders thereof as they appear on the Security Register for
the Trust Securities on the relevant record date, which shall be the close of
business on the fifteenth calendar day prior to the Redemption Date.

         (f)    If less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated 3% to the Trust Common Securities
and 97% to the Trust Preferred Securities, with such adjustments that each
amount so allocated shall be divisible by $25. The particular Trust Preferred
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Property Trustee from the Outstanding Trust Preferred
Securities not previously called for redemption, by such method as the Property
Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to $25 or integral multiples thereof of the
Liquidation Amount of Trust Preferred Securities of a denomination larger than
$25); provided, however, that before undertaking redemption of the Trust
Preferred Securities on other than a pro rata basis, the Property Trustee shall
have received an Opinion of Counsel that the status of the Trust as a grantor
trust for United States federal income tax purposes would not be adversely
affected. The Property


                                       19

<PAGE>   26

Trustee shall promptly notify the Security Registrar in writing of the Trust
Preferred Securities selected for redemption and, in the case of any Trust
Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of Trust
Preferred Securities shall relate, in the case of any Trust Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Trust Preferred Securities which has been or is to be redeemed.

         (g)     Subject to the foregoing provisions of this Section 4.02 and to
applicable law (including, without limitation, United States federal securities
laws), the Corporation or its Affiliates may, at any time and from time to time,
purchase outstanding Trust Preferred Securities by tender, in the open market or
by private agreement.

         Section 4.03  Subordination of Trust Common Securities.

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

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

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

                                       20

<PAGE>   27

Payments in respect of the Trust Common Securities shall be made in such manner
as shall be mutually agreed between the Property Trustee and the Holder of the
Trust Common Securities.

         Section 4.05 Tax Returns and Reports. The Administrative Trustee(s)
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. The Administrative
Trustee(s) shall provide or cause to be provided on a timely basis to each
Holder any Internal Revenue Service form required to be so provided in respect
of the Trust Securities.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

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

         Section 5.02 The Trust Securities Certificates. Each of the Trust
Preferred and Trust Common Securities Certificates shall be issued by the
Administrative Trustees in minimum denominations of $25 and integral multiples
in excess thereof. The Trust Securities Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of at least one Administrative
Trustee. Trust Securities Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefits of this Trust Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Trust Securities Certificates or did not
hold such offices at the date of authentication and delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

         Section 5.03 Authentication of Trust Securities Certificates. On the
Issue Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04
and 2.05, to be executed on behalf of the Trust, authenticated and delivered to
or upon the written order of the Depositor signed by its Chairman of the Board,
its President or any Vice President, without further corporate action by the
Depositor, in authorized denominations. No Trust Securities Certificate shall
entitle its Holder to any benefit under this Trust Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit D
or Exhibit C, as applicable, executed by at least one Administrative Trustee by
manual signature; such authentication shall constitute conclusive evidence that
such Trust Securities Certificate shall have been duly authenticated and
delivered hereunder. All Trust Securities Certificates shall be dated the date
of their authentication.

                                       21

<PAGE>   28

         Section 5.04 Registration of Transfer and Exchange of Trust Preferred
Securities Certificates. The Security Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.08, a Security Register
in which, subject to such reasonable regulations as it may prescribe, the
Security Registrar shall provide for the registration of Trust Preferred
Securities Certificates and the Trust Common Securities Certificates (subject to
Section 5.10 in the case of the Trust Common Securities Certificates) and
registration of transfers and exchanges of Trust Preferred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Security Registrar.

         Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees shall execute, authenticate and deliver in the
name of the designated transferee or transferees, one or more new Trust
Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of authentication by the
Administrative Trustee or Trustees. The Security Registrar shall not be required
to register the transfer of any Trust Preferred Securities that have been called
for redemption. At the option of a Holder, Trust Preferred Securities
Certificates may be exchanged for other Trust Preferred Securities Certificates
in authorized denominations of the same class and of a like aggregate
Liquidation Amount upon surrender of the Trust Preferred Securities Certificates
to be exchanged at the office or agency maintained pursuant to Section 5.08.

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

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

         Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security 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 Security
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 authenticate and make available for delivery, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Trust Securities
Certificate, a new Trust Securities Certificate of like class, tenor and
denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Security
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an



                                       22

<PAGE>   29

ownership interest in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

         Section 5.06 Persons Deemed Securityholders. Prior to due presentation
of a Trust Securities Certificate for registration of transfer, the Trustees or
the Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions (subject
to Section 4.01(d)) and for all other purposes whatsoever, and neither the
Trustees nor the Security Registrar shall be bound by any notice to the
contrary.

         Section 5.07 Access to List of Securityholders' Names and Addresses.
The Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than June 1 and
December 1 in each year and (ii) the Depositor or the Property Trustee, as the
case may be, within 30 days after receipt by any Administrative Trustee of a
request therefor from the Depositor or the Property Trustee, as the case may be,
in writing, a list, in such form as the Depositor or the Property Trustee, as
the case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or more Securityholders or one or more Holders of Trust Securities Certificates
evidencing not less than 25% of the outstanding Liquidation Amount apply in
writing to the Administrative Trustees, and such application states that the
applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either the Depositor or
the Administrative Trustees accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.

         Section 5.08 Maintenance of Office or Agency. The Administrative
Trustees shall maintain in the Borough of Manhattan, New York, an office or
offices or agency or agencies where Trust Preferred Securities Certificates may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate Bank One Trust
Company, NA, c/o First Chicago Trust Company of New York, 14 Wall Street, 8th
Floor, Window 2, New York, New York 10005 as the principal agency for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Security Register or any such office or agency.

         Section 5.09 Appointment of Paying Agent. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Administrative Trustees and if such Paying Agent shall be other than the
Property Trustee to the Property

                                       23


<PAGE>   30

Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making the Distributions and payments
provided hereby. 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 it may choose any co-paying agent that is acceptable to
the Administrative Trustees and the Depositor. Any Person acting as Paying Agent
shall be permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees and the Depositor. In the event that a Paying Agent
shall resign or be removed, the Administrative Trustees shall appoint a
successor that is acceptable to the Depositor to act as Paying Agent (which
shall be a bank or trust company). The Administrative Trustees shall cause such
successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled thereto
until such sums shall be paid to such Securityholders. The Paying Agent shall
return all unclaimed funds to the Property Trustee and upon removal of a Paying
Agent such Paying Agent shall also return all funds in its possession to the
Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall apply to
the 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 Trust Common Securities by Depositor. On the
Issue Date, the Depositor shall acquire, and thereafter retain, beneficial and
record ownership of the Trust Common Securities. Any attempted transfer of the
Trust Common Securities, except for transfers by operation of law or to an
Affiliate of the Depositor or a permitted successor under Section 801 of the
Subordinated Debenture Indenture, shall be void. The Administrative Trustees
shall cause each Trust Common Securities Certificate issued to the Depositor and
its permitted transferees to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN".

         Section 5.11 Book-Entry Trust Preferred Securities Certificates; Trust
Common Securities Certificate.

         (a)     The Trust Preferred Securities Certificates, upon original
issuance, will be issued in the form of a typewritten Trust Preferred Securities
Certificate or Certificates representing Book-Entry Trust Preferred Securities
Certificates, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Trust Preferred Securities
Certificate or Certificates shall initially be registered on the Security
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Owner will receive a definitive Trust Preferred Securities Certificate
representing such beneficial owner's interest in such Trust Preferred
Securities, except as provided in Section 5.13. Unless and until Definitive
Trust Preferred Securities Certificates have been issued to Owners pursuant to
Section 5.13:



                                       24


<PAGE>   31

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

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

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

         (iv)    the rights of the Owners of the Book-Entry Trust Preferred
Securities Certificates shall be exercised only through the Clearing Agency and
shall be limited to those established by law, agreements between such Owners and
the Clearing Agency and/or the Clearing Agency Participants and the applicable
rules of the Clearing Agency. Unless and until Definitive Trust Preferred
Securities Certificates are issued pursuant to Section 5.13, the Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the Trust Preferred Securities to such Clearing
Agency Participants; and

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

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

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

         Section 5.13 Definitive Trust Preferred Securities Certificates. If (i)
the Depositor advises the Trustees in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Trust Preferred Securities Certificates, and the Depositor is unable to
locate a qualified successor within 90 days of receipt by the Depositor of such
written advice, or (ii) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, then the Administrative Trustees shall notify the Clearing Agency and
Holders of the Trust Preferred Securities. Upon surrender to the Administrative
Trustees of the typewritten Trust Preferred Securities


                                       25

<PAGE>   32

Certificate or Certificates representing the Book-Entry Trust Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees or any one of them shall execute and
authenticate the Definitive Trust Preferred Securities Certificates in
accordance with the instructions of the Clearing Agency. Neither the Security
Registrar nor the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Trust Preferred Securities
Certificates, the Trustees shall recognize the Holders of the Definitive Trust
Preferred Securities Certificates as Securityholders. The Definitive Trust
Preferred Securities Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the
Administrative Trustees, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

         Section 5.14 Rights of Securityholders. The legal title to the Trust
Property is vested exclusively in the Property Trustee (in its capacity as such)
in accordance with Section 2.09, and the Securityholders shall not have any
right or title therein other than the undivided beneficial ownership 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 other similar rights
and when issued and delivered to Securityholders against payment of the purchase
price therefor will be fully paid and nonassessable by the Trust. Except as
otherwise provided in the Expense Agreement and Section 10.01 hereof with
respect to the Depositor, the Holders of the Trust Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.



                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         Section 6.01  Limitations on Voting Rights.

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

         (b)     So long as any Subordinated Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee, or
executing any trust or power conferred on the Indenture Trustee with respect to
such Subordinated Debentures, (ii) consent to waive any past default which is
waivable under Section 513 of the Subordinated Debenture Indenture, (iii)

                                       26

<PAGE>   33

exercise any right to rescind or annul a declaration that the principal of all
the Subordinated Debentures shall be due and payable or (iv) consent to any
amendment, modification or termination of the Subordinated Debenture Indenture
or the Subordinated Debentures, where such consent shall be required, or to any
other action, as holder of the Subordinated Debentures, under the Subordinated
Debenture Indenture, without, in each case, obtaining the prior approval of the
Holders of at least 66-2/3% in Liquidation Amount of the Outstanding Trust
Preferred Securities; provided, however, that where a consent under the
Subordinated Debenture Indenture would require the consent of each holder of
Subordinated Debentures affected thereby, no such consent shall be given by the
Trustees without the prior written consent of each Holder of Trust Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of Trust Preferred Securities, except pursuant
to a subsequent vote of the Holders of Trust Preferred Securities. The Property
Trustee shall notify all Holders of the Trust Preferred Securities of any notice
of default received from the Indenture Trustee with respect to the Subordinated
Debentures.

         (c)     If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would adversely
affect the powers, preferences or special rights of the Trust Preferred
Securities, whether by way of amendment to this Trust Agreement or otherwise, or
(ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Trust Preferred Securities as a class will be entitled to vote on such amendment
or proposal and such amendment or proposal shall not be effective except with
the approval of the Holders of at least 66-2/3% in Liquidation Amount of the
Outstanding Trust Preferred Securities.

         (d)     Notwithstanding that holders of Trust Preferred Securities are
entitled to vote under the circumstances described in Section 6.01(b) and
6.01(c), any of the Trust Preferred Securities that are owned (whether of record
or beneficially) by the Corporation, the Administrative Trustees or any
Affiliate of the Corporation or any Administrative Trustee shall, for purposes
of such vote, be treated as if they were not outstanding.

         Section 6.02 Notice of Meetings. Notice of all meetings of the Trust
Preferred Securityholders, stating the time, place and purpose of the meeting,
shall be given by the Administrative Trustees pursuant to Section 10.08 to each
Trust Preferred Securityholder of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice. Any and all notice to which any Trust Preferred
Securityholder hereunder may be entitled and any and all communications shall be
deemed duly served or given if mailed, postage prepaid, addressed to any Trust
Preferred Securityholders of record at his last known address as recorded on the
Security Register.

         Section 6.03 Meetings of Trust Preferred Securityholders. No annual
meeting of Securityholders is required to be held. The Administrative Trustees,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Trust Preferred Securityholders of record of 25% of the
Trust Preferred Securities (based upon their Liquidation Amount) and the
Administrative Trustees or the Property Trustee may, at any time

                                       27

<PAGE>   34

in their discretion, call a meeting of Trust Preferred Securityholders to vote
on any matters as to which Trust Preferred Securityholders are entitled to vote.

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

         If a quorum is present at a meeting, an affirmative vote by the Trust
Preferred Securityholders of record present, in person or by proxy, holding more
than 66-2/3% of the Trust Preferred Securities (based upon their Liquidation
Amount) held by the Trust Preferred Securityholders of record present, either in
person or by proxy, at such meeting shall constitute the action of the
Securityholders, unless this Trust Agreement requires a greater proportion of
affirmative votes.

         Section 6.04 Voting Rights. Securityholders shall be entitled to one
vote for each $25 of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

         Section 6.05 Proxies, etc. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

         Section 6.06 Securityholder Action by Written Consent. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least 66-2/3% of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

         Section 6.07 Record Date for Voting and Other Purposes. For the
purposes of determining the Securityholders who are entitled to notice of and to
vote at any meeting or by written consent, or to participate in any Distribution
on the Trust Securities in respect of which a record date is not otherwise
provided for in this Trust Agreement, or for the purpose of any other action,
the Administrative Trustees may from time to time fix a date, not more than 90
days prior to the date of any meeting of Securityholders or the payment of
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.


                                       28

<PAGE>   35

         Section 6.08 Acts of Securityholders. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided or
permitted by this Trust Agreement to be given, made or taken by Securityholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders in person or by an agent appointed
in writing; and, except as otherwise expressly provided herein, such action
shall become effective when such instrument or instruments are delivered to the
Administrative Trustees. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

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

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

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

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

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

         Section 6.09 Inspection of Records. Upon reasonable notice to the
Trustees, the records of the Trust shall be open to inspection by
Securityholders during normal business hours for any purpose reasonably related
to such Securityholder's interest as a Securityholder.



                                       29


<PAGE>   36

                                   ARTICLE VII


             REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

         Section 7.01 Representations and Warranties of the Property Trustee and
Delaware Trustee. The Bank in its separate corporate capacity and as the
Property Trustee and Bank One Delaware, Inc. in its separate corporate
capacity and as the Delaware Trustee, each on behalf of and as to itself, hereby
represents and warrants for the benefit of the Depositor and the Securityholders
that:

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

         (b)   each of the Bank in its separate corporate capacity and in its
capacity as the Property Trustee and Bank One Delaware, Inc. in its separate
corporate capacity and in its capacity as the Delaware Trustee has full
corporate power, authority and legal right to execute, deliver this Trust
Agreement and to perform their 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 each of the Property
Trustee and the Delaware Trustee, enforceable against it in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles;

         (d)   the execution, delivery and performance of this Trust Agreement
and the consummation of the transactions contemplated thereby by each of the
Bank in its capacity as the Property Trustee and by Bank One Delaware, Inc. in
its capacity as Delaware Trustee of this Trust Agreement have been duly
authorized by all necessary corporate action on the part of the Bank in its
separate corporate capacity and as Property Trustee, and by Bank One Delaware,
Inc. in its separate corporate capacity and as the Delaware Trustee and do not
require any approval of stockholders of the Bank or of Bank One Delaware, Inc.
and such execution, delivery and performance will not (i) violate the Bank's or
Bank One Delaware, Inc.'s charter or by-laws, or (ii) violate any law,
governmental rule or regulation of the United States or the States of Michigan
or Delaware, as the case may be, governing the banking, trust, or corporate
powers (as appropriate in context) of the Bank in its separate corporate
capacity and in its capacity as the Property Trustee or of Bank One Delaware,
Inc. in its capacity as the Delaware Trustee or in its separate corporate
capacity, (as appropriate in context) or any indenture, mortgage, bank credit
agreement, note or bond purchase agreement, long-term lease, license or other
agreement or any order, judgment or decree applicable to the Bank, the Property
Trustee, Bank One Delaware, Inc. or the Delaware Trustee; and

         (e)   neither the authorization, execution, delivery or performance
by the Bank, the Delaware Corporation, the Property Trustee, or the Delaware
Trustee of this Trust Agreement, nor the consummation of any of the transactions
by the Bank, the Delaware Corporation, the Property


                                       30


<PAGE>   37
Trustee or the Delaware Trustee (as appropriate in context) contemplated herein
or therein, nor the issuance of the Trust Securities Certificates pursuant to
this Trust Agreement require the consent or approval of, the withholding of
objection on the part of, the giving of notice to, the filing, the registration,
or the qualification with or the taking of any other action with respect to any
governmental authority or agency under any existing federal, Michigan, or
Delaware law governing the banking, trust, or corporate powers of the Property
Trustee or the Delaware Trustee (as appropriate in context).

         (f)   There are no proceedings pending or threatened against the Bank,
the Delaware Corporation, the Property Trustee, or the Delaware Trustee in any
court or before any governmental authority, agency or arbitration board or
tribunal which, individually or in the aggregate, would have a material adverse
effect on the right, power and authority of the Bank, the Delaware Corporation,
the Property Trustee or the Delaware Trustee to enter into or perform its
obligations under this Trust Agreement.

         Section 7.02  Representations and Warranties of Depositor.

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

         (a)   the Trust Securities Certificates issued at 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 Securityholders 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 VIII

                                  THE TRUSTEES

         Section 8.01  Certain Duties and Responsibilities.

         (a)   The rights, duties and responsibilities of the Trustees shall be
as provided by this Trust Agreement and the Delaware Business Trust Act and, in
the case of the Property Trustee, the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require the Trustees to
expend or risk their own funds or otherwise incur any financial liability in the
performance of any of their duties hereunder, or in the exercise of any of their
rights or powers, if they shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to them. Whether or not therein expressly so provided,
every provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section.

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


                                       31

<PAGE>   38

8.01(b) does not limit the liability of the Trustees expressly set forth
elsewhere in this Trust Agreement or, in the case of the Property Trustee, in
the Trust Indenture Act.

         Section 8.02 Notice of Defaults. Within 90 days after the occurrence of
any default known to the Property Trustee, the Property Trustee shall transmit,
in the manner and to the extent provided in Section 10.08, notice of any such
default to the Securityholders, the Administrative Trustees and the Depositor,
unless such default shall have been cured or waived. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time or both would become, an Event of Default.

         Section 8.03 Certain Rights of Property Trustee. Subject to the
provisions of Section 8.01 and except as provided by law:

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

         (ii)    if (A) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action, or
(B) in construing any of the provisions in this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein, or (C) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Trust Preferred Securityholders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken. 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 Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith negligence or willful misconduct;

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

         (iv)    the Property Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Trust Agreement at the request
or direction of any of the Securityholders pursuant to this Trust Agreement,
unless such Securityholders shall have offered to the Property Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request or direction;




                                       32

<PAGE>   39

         (v)     the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other document, unless requested in writing to do so by one or
more Securityholders; and

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

         Section 8.04 Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Sections 2.04 and 2.05.

         The Property Trustee may conclusively assume that any funds held by it
hereunder are legally available unless an officer of the Property Trustee
assigned to its Corporate Trustee administrative department shall have received
written notice from the Corporation, any Holder or any other Trustee that such
funds are not legally available.

         Section 8.05 Trustee May Hold Securities. Except as provided in the
definition of the term "Outstanding" in Article I, any Trustee or any other
agent of the Trustees or the Trust, in its individual or any other capacity, may
become the owner or pledgee of Trust Securities and may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

         Section 8.06  Compensation; Fees; Indemnity.

         The Depositor agrees:

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

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

         (3)   to indemnify the Trustees for, and to hold the Trustees harmless
against, any and all loss, damage, claims, liability or expense incurred without
negligence, willful misconduct or bad faith on their part, arising out of or in
connection with the acceptance or administration of this Trust Agreement,
including the costs and expenses of defending themselves against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.




                                       33


<PAGE>   40

         The provisions of this Section 8.06 shall survive the termination of
this Trust Agreement or the resignation or removal of any Trustee.

         Section 8.07  Trustees Required; Eligibility.

         (a)   There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that has
a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at 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. Each Administrative Trustee shall be either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
persons authorized to bind such entity.

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

         Section 8.08  Conflicting Interests.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement. To the extent permitted by the Trust Indenture Act, the Property
Trustee shall not be deemed to have a conflicting interest by virtue of being
trustee under the Trust Guarantee. Subject to the foregoing, the Depositor and
any Trustee may engage in or possess an interest in other business ventures of
any nature or description, independently or with others, similar or dissimilar
to the business of the Trust, and the Trust and the Securityholders shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Trustee may engage or
be interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

         Section 8.09  Co-Property Trustees and Separate Trustee.



                                       34


<PAGE>   41

         At any time or times, for the purpose of meeting the legal requirements
of the Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Holder of the Trust Common Securities
and the Property Trustee shall have power to appoint, and upon the written
request of the Property Trustee, the Depositor shall for such purpose join with
the Property Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Property Trustee either to act as co-property trustee, jointly
with the Property Trustee, of all or any part of such Trust Property, or to act
as separate trustee of any such Trust Property, in either case with such powers
as may be provided in the instrument of appointment, and to vest in such Person
or Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Agreement. If
the Depositor does not join in such appointment within 15 days after the receipt
by it of a request so to do, or in case an Debenture Indenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-property trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

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

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

         (i)   The Trust Securities shall be executed, authenticated and
delivered and all rights, powers, duties, and obligations hereunder in respect
of the custody of securities, cash and other personal property held by, or
required to be deposited or pledged with, the Trustees hereunder, shall be
exercised, solely by the Trustees.

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

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

                                       35

<PAGE>   42

successor to any co-property trustee or separate trustee so resigned or removed
may be appointed in the manner provided in this Section.

         (iv)  No co-property trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Property Trustee, or
any other such trustee hereunder.

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

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

         Section 8.10  Resignation and Removal; Appointment of Successor.

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

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the resigning Relevant Trustee may petition, at
the expense of the Trust, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

         Unless an Debenture Indenture Event of Default shall have occurred and
be continuing, any Trustee may be removed at any time by Act of the Holder of
the Trust Common Securities. If a Debenture Indenture Event of Default shall
have occurred and be continuing, the Property Trustee or the Delaware Trustee,
or both of them, may be removed at such time by Act of the Holders of a majority
in Liquidation Amount of the Trust Preferred Securities, delivered to the
Relevant Trustee (in its individual capacity and on behalf of the Trust). An
Administrative Trustee may be removed by the Holder of the Trust Common
Securities at any time. In no event will the Holders of the Trust Preferred
Securities have a right to vote to appoint, remove or replace the Administrative
Trustees.

         If any Trustee shall resign, be removed or become incapable of
continuing to act as Trustee, or if a vacancy shall occur in the office of any
Trustee for any reason, at a time when no Debenture Indenture Event of Default
shall have occurred and be continuing, the Holder of the Trust Common
Securities, by its Act of the Holders of the Trust Common Securities, shall
promptly appoint a successor Trustee or successor Trustees, and each retiring
Trustee shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, or a vacancy shall occur in the office of any such Trustee
for any reason, at a time when an Debenture Indenture Event of Default shall
have occurred and be continuing, the Holders of Trust Preferred Securities, by
Act of the Holders of a majority in Liquidation Amount of the Trust Preferred
Securities then Outstanding, shall promptly appoint a successor Relevant Trustee
or Relevant Trustees and

                                       36

<PAGE>   43


such successor Relevant Trustee or Relevant Trustees shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, or a
vacancy shall occur in the office of any such Trustee for any reason, at a time
when a Debenture Indenture Event of Default shall have occurred and be
continuing, the Holder of the Trust Common Securities, by Act of the Holder of
the Trust Common Securities, shall promptly appoint a successor Administrative
Trustee or Administrative Trustees and such successor Administrative Trustee or
Administrative Trustees shall comply with the applicable requirements of Section
8.11. If no successor Relevant Trustee shall have been so appointed in
accordance with this Section 8.10 and accepted appointment in the manner
required by Section 8.11, any Holder who has been a Holder of Trust Securities
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Relevant Trustee.

         The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all Holders
in the manner provided in Section 10.08 and shall give notice to the Depositor.
Each notice shall include the name of the successor Relevant Trustee and the
address of its Corporate Trust Office if it is the Property Trustee.

         Notwithstanding the foregoing or any other provision of this Trust
Agreement, 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 (i) the act of the remaining Administrative Trustee or (ii)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies the eligibility requirements for an Administrative Trustee or a
Delaware Trustee, as the case may be, set forth in Section 8.07).

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

         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 preceding paragraph.

         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.



                                       37


<PAGE>   44

         Section 8.12 Merger, Conversion, Consolidation or Succession to
Business.

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

         Section 8.13 Preferential Collection of Claims Against Depositor or
Trust.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Subordinated Debentures or
the Trust Securities), the Property Trustee shall be subject to the provisions
of the Trust Indenture Act regarding the collection of claims against the
Depositor or Trust (or any such other obligor). For purposes of Section
311(b)(4) and (6) of the Trust Indenture Act:

         (a)   "cash transaction" means any transaction in which full payment
for goods or securities sold is made within seven days after delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

         (b)   "self-liquidating paper" means any draft, bill of exchange,
acceptance or obligation which is made, drawn, negotiated or incurred by the
Depositor or the Trust (or any such obligor) for the purpose of financing the
purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Property
Trustee simultaneously with the creation of the creditor relationship with the
Depositor or the Trust (or any such obligor) arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.

         Section 8.14  Reports by Property Trustee.

         (a)   Within 60 days after May 15th of each year commencing with May
15, 2000, if required by Section 313(a) of the Trust Indenture Act, the Property
Trustee shall transmit a brief report dated as of such May 15 with respect to
any of the events specified in such Section 313(a) that may have occurred since
the later of the date of this Trust Agreement or the preceding May 15.

         (b)   The Property Trustee shall transmit to Securityholders the
reports required by Section 313(b) of the Trust Indenture Act at the times
specified therein.

         (c)   Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and (d) of the Trust
Indenture Act.



                                       38


<PAGE>   45

         Section 8.15 Reports to the Property Trustee. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and, within 120 days after the end of each
fiscal year of the Depositor, the compliance certificate required by Section
314(a)(4) of the Trust Indenture Act in the form and in the manner required by
Section 314 of the Trust Indenture Act.

         Section 8.16 Evidence of Compliance with Conditions Precedent. Each of
the Depositor and the Administrative Trustees on behalf of the Trust shall
provide to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

         Section 8.17  Number of Trustees.

         (a)   The number of Trustees shall initially be four, provided that the
Depositor by written instrument may increase the number of Administrative
Trustees or decrease the number to one but not to zero.

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

         (c)   The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 8.10, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all powers granted to the
Administrative Trustees and shall discharge the duties imposed upon the
Administrative Trustees by this Trust Agreement.

         Section 8.18  Delegation of Power.

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

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




                                       39


<PAGE>   46

         Section 8.19 Enforcement of Rights of Property Trustee by
Securityholders.

         If a Debenture Indenture Event of Default occurs and is continuing,
then (i) the Holders of Trust Preferred Securities will rely on the enforcement
by the Property Trustee of its rights against the Corporation as the holder of
the Subordinated Debentures and (ii) the Holders of a majority in aggregate
Liquidation Amount of the Trust Preferred Securities will have the right to
direct the time, method, and place of conducting any proceeding for any remedy
available to the Property Trustee or to direct the exercise of any trust or
power conferred upon the Property Trustee under this Trust Agreement, including
the right to direct the Property Trustee to exercise the remedies available to
it as a holder of the Subordinated Debentures, provided that such direction
shall not be in conflict with any rule of law or with this Trust Agreement, and
could not involve the Property Trustee in personal liability in circumstances
where reasonable indemnity would not be adequate. If the Property Trustee fails
to enforce its rights under the Subordinated Debentures, a Holder of Trust
Preferred Securities may, to the extent permitted by applicable law, institute a
legal proceeding against the Corporation to enforce its rights under this Trust
Agreement without first instituting any legal proceeding against the Property
Trustee or any other Person, including the Trust; it being understood and
intended that no one or more of such Holders shall have any right in any manner
whatsoever by virtue of, or by availing of, any provision of this Trust
Agreement to affect, disturb or prejudice the rights of any other of such
Holders or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Trust Agreement, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders. Notwithstanding the foregoing, a Holder of Trust Preferred Securities
may institute a legal proceeding directly against the Corporation without first
instituting a legal proceeding against or requesting or directing that action be
taken by the Property Trustee or any other Person, for enforcement of payment to
such Holder of principal of or interest on the Subordinated Debentures having a
principal amount equal to the aggregate stated Liquidation Amount of the Trust
Preferred Securities of such Holder on or after the due dates therefor specified
or provided for in the Subordinated Debentures. The Corporation shall be
subrogated to all rights of the Holders of Trust Preferred Securities in respect
of any amounts paid to such Holders by the Corporation pursuant to this Section.


                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

         Section 9.01 Termination Upon Expiration Date. The Trust shall
automatically terminate on ________________ (the "Expiration Date") or earlier
pursuant to Section 9.02 or 9.03.

         Section 9.02 Early Termination. Upon the first to occur of any of the
following events (such first occurrence, an "Early Termination Event"), the
Trust shall be dissolved and terminated in accordance with the terms hereof:

         (i)   the occurrence of a Bankruptcy Event in respect of the Depositor,
dissolution or liquidation of the Depositor, or the dissolution of the Trust
pursuant to judicial decree;



                                       40

<PAGE>   47

         (ii)  the delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is optional and wholly within the
discretion of the Depositor) to terminate the Trust and distribute the
Subordinated Debentures to Securityholders as provided in Section 9.04; and

         (iii) the payment at maturity or redemption of all of the Subordinated
Debentures, and the consequent payment of the Trust Securities.

         Section 9.03 Termination. The respective obligations and
responsibilities of the Trust and the Trustees created hereby shall terminate
upon the latest to occur of the following: (a) the distribution by the Property
Trustee to Securityholders upon the liquidation of the Trust pursuant to Section
9.04, or upon the redemption of all of the Trust Securities pursuant to Section
4.02, of all amounts or instruments required to be distributed hereunder upon
the final payment of the Trust Securities; (b) the payment of any expenses owed
by the Trust; or (c) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

         Section 9.04  Liquidation.

         (a)   If any Early Termination Event specified in clause (ii) of
Section 9.02 occurs, the Trust shall be liquidated and the Property Trustee
shall distribute the Subordinated Debentures to the Securityholders as provided
in this Section 9.04.

         (b)   In connection with a distribution of the Subordinated Debentures,
each Holder of Trust Securities shall be entitled to receive after the
satisfaction of liabilities to creditors of the Trust (as evidenced by a
certificate of the Administrative Trustees), a Like Amount of Subordinated
Debentures. Notice of liquidation shall be given by the Trustees by first-class
mail, postage prepaid, mailed not later than 30 nor more than 60 days prior to
the Liquidation Date to each Holder of Trust Securities at such Holder's address
appearing in the Security Register. All notices of liquidation shall:

         (i)   state the Liquidation Date;

         (ii)  state that from and after the Liquidation Date, the Trust
Securities will no longer be deemed to be Outstanding and any Trust Securities
Certificates not surrendered for exchange will be deemed to represent a Like
Amount of Subordinated Debentures; and

         (iii) provide such information with respect to the mechanics by which
Holders may exchange Trust Securities Certificates for Subordinated Debentures
as the Administrative Trustees or the Property Trustee shall deem appropriate.

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

                                       41

<PAGE>   48

         (d)   After the Liquidation Date, (i) the Trust Securities will no
longer be deemed to be Outstanding, (ii) certificates representing a Like Amount
of Subordinated Debentures will be issued to Holders of Trust Securities
Certificates, upon surrender of such certificates to the Administrative Trustees
or their agent for exchange, (iii) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of
Subordinated Debentures, accruing interest at the rate provided for in the
Subordinated Debentures from the last Distribution Date on which a Distribution
was made on such Trust Certificates until such certificates are so surrendered
(and until such certificates are so surrendered, no payments of interest or
principal will be made to Holders of Trust Securities Certificates with respect
to such Subordinated Debentures) and (iv) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive
Subordinated Debentures upon surrender of Trust Securities Certificates.

         (e)   The Depositor will use its best efforts to have the Subordinated
Debentures that are distributed in exchange for the Trust Preferred Securities
listed on such securities exchange as the Trust Preferred Securities are then
listed. The Depositor may elect to have the Subordinated Debentures issued in
book-entry form to the Clearing Agency or its nominee.

         Section 9.05 Bankruptcy. If an Early Termination Event specified in
clause (i) of Section 9.02 has occurred, the Trust shall be liquidated. The
Property Trustee shall distribute the Subordinated Debentures to the
Securityholders as provided in Section 9.04, unless such distribution is
determined by the Administrative Trustees not to be practical, in which event
the Holders will be entitled to receive out of the assets of the Trust available
for distribution to Securityholders, after satisfaction of liabilities to
creditors, an amount equal to the Liquidation Amount per Trust Security plus
accrued and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If such 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 Trust Common Securities will be entitled to receive Liquidation
Distributions upon any such dissolution, winding-up or termination pro rata
(determined as aforesaid) with Holders of Trust Preferred Securities, except
that, if an Debenture Indenture Event of Default has occurred and is continuing,
the Trust Preferred Securities shall have a priority over the Trust Common
Securities pursuant to Section 4.03.


                                       42


<PAGE>   49

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         Section 10.01 Guarantee by the Depositor. Subject to the terms and
conditions hereof, the Depositor irrevocably and unconditionally guarantees to
each person or entity to whom the Trust is now or hereafter becomes indebted or
liable (the "Beneficiaries") the full payment, when and as due, of any and all
Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any indebtedness, expenses or liabilities of the Trust,
other than obligations of the Trust to pay to Holders of any Trust Securities or
other similar interests in the Trust the amounts due such Holders pursuant to
the terms of the Trust Preferred Securities or such other similar interests, as
the case may be. Such guarantee is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

         Section 10.02 Limitation of Rights of Securityholders. The bankruptcy,
death or dissolution or incapacity of any Person having an interest, beneficial
or otherwise, in a Trust Security shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in and for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

         Section 10.03  Amendment.

         (a)   This Trust Agreement may be amended from time to time by the
Administrative Trustees and the Depositor, without the consent of any
Securityholders and, except as provided in subsection (e) below, without the
consent of the Property Trustee or the Delaware Trustee, (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, provided,
however, that any such amendment shall not adversely affect in any material
respect the interests of any Securityholder, (ii) to modify, eliminate or add to
any provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust will not be classified as other than a grantor trust for
United States federal income tax purposes at any time that any Trust Securities
are outstanding; provided, however, that, in the case of clause (i), any
amendments of this Trust Agreement shall become effective when notice thereof is
given to the Securityholders or (iii) to provide the Property Trustee with the
authority to execute on behalf of the Administrative Trustees Definitive Trust
Preferred Securities Certificates.

         (b)   Except as provided in Section 10.03(c) hereof, any provision in
this Trust Agreement may be amended by the Trust or the Trustees with (i) the
consent of Securityholders representing not less than 66-2/3% (based upon
Liquidation Amounts) of the Trust Securities then Outstanding and (ii) receipt
by the Trustees of an Opinion of Counsel to the effect that such amendment or
the exercise of any power granted to the Trustees in accordance with such
amendment will not affect the Trust's status as a grantor trust for United
States federal income
                                       43

<PAGE>   50


tax purposes or the Trust's exemption from status of an "investment company"
under the Investment Company Act.

         (c)   In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
Trust Agreement may not be amended to (i) change the amount or timing of any
Distribution (or payment upon redemption) on the Trust Securities or otherwise
adversely affect the amount of any Distribution (or payment upon redemption)
required to be made in respect of the Trust Securities as of a specified date,
(ii) restrict the right of a Securityholder to institute suit for the
enforcement of any such payment on or after such date, (iii) change the purpose
of the Trust, (iv) authorize the issuance of any additional beneficial interests
in the Trust, or (v) change the consent required pursuant to this Section 10.03.

         (d)   Notwithstanding any other provisions of this Trust Agreement, the
Trustees shall not enter into or consent to any amendment to this Trust
Agreement which would cause the Trust to be treated other than as a grantor
trust for United States federal income tax purposes or to fail or cease to
qualify for the exemption from status of an "investment company" under the
Investment Company Act of 1940, as amended, afforded by Rule 3a-5 thereunder.

         (e)   Without the consent of the Depositor, this Trust Agreement may
not be amended in a manner which imposes any additional obligation on the
Depositor. Without the consent of the Property Trustee or the Delaware Trustee,
as the case may be, this Trust Agreement may not be amended in a manner which
affects the powers, duties or rights of the Property Trustee or the Delaware
Trustee, respectively. In executing any amendment permitted by this Trust
Agreement, the Trustees shall be entitled to receive, and (subject to Section
8.01) shall be fully protected in relying upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this Trust
Agreement. Any Trustee may, but shall not be obligated to, enter into any such
amendment which affects such Trustee's own rights, duties, immunities or
liabilities under this Trust Agreement or otherwise.

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

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

         Section 10.05 Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE.

         Section 10.06 Notice of Deferral of Distribution. In the event that the
Depositor exercises its right to extend an interest payment period in respect of
the Subordinated Debentures pursuant to Section 104 of the Supplemental
Indenture and notice of such extension

                                       44


<PAGE>   51

has been provided by the Depositor to the Property Trustee, the Property Trustee
shall give written notice of such extension and of the deferral of the related
Distribution on the Trust Securities, by first-class mail, postage prepaid,
mailed not later than ten days prior to the Distribution Date upon which such
Distribution would otherwise be payable, to each Holder of Trust Preferred
Securities at such Holder's address appearing in the Security Register.

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

         Section 10.08 Notice and Demand. Any notice, demand or other
communication which by any provision of this Trust Agreement is required or
permitted to be given or served to or upon any Securityholder or the Depositor
may be given or served in writing by deposit thereof, first class postage
prepaid, in the United States mail, hand delivery or facsimile transmission, in
each case, addressed, (i) in the case of a Trust Preferred Securityholder, to
such Trust Preferred Securityholder as such Securityholder's name and address
appear on the Security Register and (ii) in the case of the Trust Common
Securityholder or the Depositor, to SEMCO Energy, Inc., 405 Water Street, P.O.
Box 5026, Port Huron, Michigan 48061-5026, Attention: Edric R. Mason, Jr.,
Facsimile No. (810) 989-4098. Such notice, demand or other communication to or
upon a Securityholder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust or the Trustees shall be given in writing addressed (until another
address is published by the Trust) as follows: (i) with respect to the Property
Trustee, Bank One Trust Company, NA, Corporate Trust Administration, 11th Floor,
Suite 8110, 611 Woodward Avenue, Detroit, Michigan 48226; with respect to the
Delaware Trustee, Bank One Delaware, Inc., 3  Christina Centre, 201 N. Walnut
St., Wilmington, Delaware 19801, Attention: Corporate Trust Services Division,
with a copy to Bank One Trust Company, NA, Corporate Trust Administration, 11th
Floor, Suite 8110, 611 Woodward Avenue, Detroit, Michigan 48226, as the case may
be; and (ii) with respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked Attention: Administrative Trustees of
SEMCO Capital Trust II, c/o SEMCO Energy, Inc., 405 Water Street, P.O. Box 5026,
Port Huron, Michigan 48061-5026, Attn: Edric R. Mason, Jr. Such notice, demand
or other communication to or upon the Trust or the Trustees shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the applicable Trustee.

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



                                       45

<PAGE>   52


the Trustees or the Trust may assert. The provisions of this Section 10.09 shall
survive the termination of this Trust Agreement.

         Section 10.10  Conflict with Trust Indenture Act.

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

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

         (c)   If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control.

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

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

         Section 10.11 Successors. This Trust Agreement shall be binding upon
and shall inure to the benefit of any successor to both the Trust and the
Trustees, including any successor by operation of law.

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

                                 SEMCO ENERGY, INC.


                                 By:
                                    -------------------------------------------

                                         --------------------------------------
                                         Its
                                            -----------------------------------

                                 46


<PAGE>   53

                                 BANK ONE TRUST COMPANY, NA,
                                  as Property Trustee



                                 By:
                                    -------------------------------------------
                                         ----------------------------,
                                         Title:
                                               --------------------------------

                                 BANK ONE DELAWARE, INC.,
                                  as Delaware Trustee



                                 By:
                                    -------------------------------------------
                                         J. Michael Banas
                                         Title: Vice President


                                 ----------------------------------------------
                                 Sebastian Coppola, as Administrative Trustee


                                 ----------------------------------------------
                                 Edric R. Mason, Jr., as Administrative Trustee



                                       47

<PAGE>   54
                                    EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                             SEMCO CAPITAL TRUST II


         THIS CERTIFICATE OF TRUST OF SEMCO CAPITAL TRUST II (the "Trust"), 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. ss. 3801 et seq.) (the
"Act").

         1.       Name. The name of the business trust to be formed by this
                  Certificate of Trust is SEMCO Capital Trust II.

         2.       Delaware Trustee. The name and business address of the trustee
                  of the Trust in the State of Delaware are Bank One Delaware,
                  Inc., 3 Christina Centre, 201 N. Walnut St., Wilmington,
                  Delaware 19801

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

         IN WITNESS WHEREOF, the undersigned, has duly executed this Certificate
of Trust in accordance with Section 3811(a)(1) of the Act.


                                 BANK ONE DELAWARE, INC., not in its individual
                                 capacity but solely as Trustee of the Trust


                                 By:
                                    -------------------------------------------
                                     Name: J. Michael Banas
                                     Title: Vice President


                                 ----------------------------------------------
                                 Sebastian Coppola, as
                                 Administrative Trustee


                                 ----------------------------------------------
                                 Edric R. Mason, Jr., as
                                 Administrative Trustee


                                Exhibit A- Page 1
<PAGE>   55




                                    EXHIBIT B

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is
made as of ___________, between SEMCO Energy, Inc., a Michigan corporation (the
"Corporation"), and SEMCO Capital Trust II, a Delaware business trust (the
"Trust").

         WHEREAS, the Trust intends to issue its Trust Common Securities (the
"Trust Common Securities") to the Corporation and to issue and sell SEMCO
Capital Trust II ____ % Trust Preferred Securities (the "Trust Preferred
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of _______, 1999 as the same may be amended from time to time (the "Trust
Agreement") and acquire Series ____% Subordinated Debentures due _________ (the
"Subordinated Debentures") from the Corporation; and

         WHEREAS, the Corporation is the issuer of the Subordinated Debentures.

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



                                    ARTICLE I

         Section 1.01. Guarantee by the Corporation. Subject to the terms and
conditions hereof, the Corporation hereby irrevocably and unconditionally
guarantees to each person or entity to whom the Trust is now or hereafter
becomes indebted or liable (the "Beneficiaries") the full payment, when and as
due, of any and all Obligations (as hereinafter defined) to such Beneficiaries.
As used herein, "Obligations" means any indebtedness, expenses or liabilities of
the Trust, other than obligations of the Trust to pay to holders of any Trust
Securities or other similar interests in the Trust the amounts due such holders
pursuant to the terms of the Trust Preferred Securities or such other similar
interests, as the case may be. This Agreement is intended to be for the benefit
of, and to be enforceable by, all such Beneficiaries, whether or not such
Beneficiaries have received notice hereof.

         Section 1.02. Term of Agreement. This Agreement shall terminate and be
of no further force and effect upon the date on which there are no Beneficiaries
remaining; provided, however, that this Agreement shall continue to be effective
or shall be reinstated, as the case may be, if at any time any holder of Trust
Preferred Securities or any Beneficiary must restore payment of any sums paid
under the Trust Preferred Securities, under any Obligation, under the Trust
Guarantee Agreement dated the date hereof by the Corporation and Bank One Trust
Company, NA, as guarantee trustee, or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

                                Exhibit B- Page 1


<PAGE>   56

         Section 1.03. Waiver of Notice. The Corporation hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Corporation hereby waives presentment, demand for payment,
protest, notice of nonpayment, notice of dishonor, notice of redemption and all
other notices and demands.

         Section 1.04. No Impairment. The obligations, covenants, agreements and
duties of the Corporation under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

         (a)   the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with, the Obligations;

         (b)   any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or

         (c)   the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust.

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

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

                                   ARTICLE II

         Section 2.01. Binding Effect. All guarantees and agreements contained
in this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Corporation and shall inure to the benefit of the
Beneficiaries.

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

         Section 2.03. Notices. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same against receipt therefor by facsimile transmission
(confirmed by mail), or by registered or certified mail, addressed as follows
(and if so given, shall be deemed given when mailed), to-wit:


                                Exhibit B- Page 2
<PAGE>   57


      SEMCO Capital Trust II
      c/o SEMCO Energy, Inc.
      405 Water Street
      Port Huron, Michigan 48061-5026
      Facsimile No.: (810) 989-4098
      Attention: Edric R. Mason, Jr.

      SEMCO Energy, Inc.
      405 Water Street
      Port Huron, Michigan 48061-5026
      Facsimile No.: (810) 989-4098
      Attention: Sherry L. Abbott

         Section 2.04. Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN.

         THIS AGREEMENT is executed as of the date and year first above written.

                               SEMCO ENERGY, INC.


                               By:
                                  ----------------------------------------------
                                 Name:
                                 Title:
                                       -----------------------------------------

                               SEMCO CAPITAL TRUST II

                               By:
                                  ----------------------------------------------
                                  Sebastian Coppola, as Administrative Trustee


                               By:
                                  ----------------------------------------------
                                  Edric R. Mason, Jr., as Administrative Trustee


                                Exhibit B- Page 3
<PAGE>   58


                                    EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE
                         EXCEPT AS PROVIDED IN THE TRUST
                          AGREEMENT REFERRED TO HEREIN

Certificate Number                            Number of Trust Common Securities
      C-1                                         --------------------

                 Certificate Evidencing Trust Common Securities
                                       of
                               SEMCO Capital Trust II

                             Trust Common Securities
               (Liquidation Amount $25 per Trust Common Security)

         SEMCO Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that SEMCO Energy,
Inc., (the "Holder") is the registered owner of ______ Trust Common Securities
of the Trust representing undivided beneficial interests in the assets of the
Trust and designated the Trust Common Securities (Liquidation Amount $25 per
Trust Common Security) (the "Trust Common Securities"). In accordance with
Section 5.10 of the Trust Agreement (as defined below) the Trust Common
Securities are not transferable, except by operation of law or to an Affiliate
of the Holder or a permitted successor under Section 801 of the Subordinated
Debenture Indenture, dated as of ____________, 1999, between the Holder and
_________________, as trustee, and any attempted transfer hereof shall be void.
The designations, rights, privileges, restrictions, preferences and other terms
and provisions of the Trust Common Securities are set forth in, and this
certificate and the Trust 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 _________, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of the Trust Common Securities as set forth therein. The Trust will
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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


                                Exhibit C- Page 1
<PAGE>   59


         IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this certificate this _____day of _______, ____.

                               SEMCO Capital Trust II


                               By:
                                  ---------------------------------------------
                                  Sebastian Coppola
                                  as Administrative Trustee


                               By:
                                  ---------------------------------------------
                                  Edric R. Mason, Jr.,
                                  as Administrative Trustee



                          CERTIFICATE OF AUTHENTICATION

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

                               ------------------------------------------------
                               Sebastian Coppola, as Administrative Trustee




                                Exhibit C- Page 2


<PAGE>   60



                                    EXHIBIT D


         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to SEMCO Capital
Trust II or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), any transfer, pledge, or other use hereof for value or
otherwise by or to any person is wrongful inasmuch as the registered owner
thereof, Cede & Co., has an interest herein.

Certificate Number                          Number of Trust Preferred Securities

       P-                                                  CUSIP NO.

                Certificate Evidencing Trust Preferred Securities
                                       of
                             SEMCO Capital Trust II

                       _____ % Trust Preferred Securities
              (Liquidation Amount $25 per Trust Preferred Security)

         SEMCO Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of ______ Trust Preferred
Securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the SEMCO Capital Trust II ____ % Trust
Preferred Securities (Liquidation Amount $25 per Trust Preferred Security) (the
"Trust Preferred Securities"). The Trust Preferred Securities are transferable
on the books and records of the Trust, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form
for transfer as provided in Section 5.04 of the Trust Agreement (as defined
below). The designations, rights, privileges, restrictions, preferences and
other terms and provisions of the Trust Preferred Securities are set forth in,
and this certificate and the Trust Preferred Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust, dated as of _________, 1999,
as the same may be amended from time to time (the "Trust Agreement"), including
the designation of the terms of Trust Preferred Securities as set forth therein.
The holder of this certificate is entitled to the benefits of a guarantee by
SEMCO Energy, Inc., a Michigan corporation (the "Corporation"), pursuant to a
Trust Guarantee Agreement between the Corporation and Bank One Trust Company,
NA, as guarantee trustee, dated as of _________, 1999, as the same may be
amended from time to time (the "Trust Guarantee"), to the extent provided
therein. The Trust will furnish a copy of the Trust Agreement and the Trust
Guarantee to the holder of this certificate without charge upon written request
to the Trust at its principal place of business or registered office.

                                Exhibit D- Page 1

<PAGE>   61


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

         IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this certificate this _____ day of _________, ____.



                               SEMCO CAPITAL TRUST II


                               By:
                                  ----------------------------------------------
                                  Sebastian Coppola, as Administrative Trustee


                               By:
                                  ----------------------------------------------
                                  Edric R. Mason, Jr., as Administrative Trustee


                          CERTIFICATE OF AUTHENTICATION

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



                               -------------------------------------------------
                               Sebastian Coppola, as Administrative Trustee


                                Exhibit D- Page 2
<PAGE>   62


                                   ASSIGNMENT


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

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

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

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

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

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


(Insert address and zip code of assignee)
and irrevocably appoints


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

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

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

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

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

Date:
     ------------------------------

Signature:
          -------------------------

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



                                Exhibit D- Page 3