<PAGE>

                                                                     Exhibit 4.5

         SECOND AMENDED AND RESTATED TRUST AGREEMENT (this "Trust Agreement"),
dated as of _________ __, 2003 , among (i) Easy Gardener Products, Ltd., a Texas
limited partnership (including any successors or assigns, the "Depositor"), (ii)
Wilmington Trust Company, a Delaware banking corporation organized and existing
under the laws of the State of Delaware, as property trustee (in such capacity,
the "Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) Wilmington Trust Company, a
Delaware banking corporation organized under the laws of the State of Delaware,
as Delaware trustee (in such capacity, the "Delaware Trustee"), (iv) [Richard
Grandy], an individual, Richard Kurz, an individual, and _______________, an
individual, each of whose address is c/o Easy Gardener Products, Ltd.,
____________________________ (each an "Administrative Trustee" and collectively
the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees are referred to collectively herein as the
"Trustees") and (v) the several Holders, as hereinafter defined. Capitalized
terms used herein and not otherwise defined are used as defined in Section 1.1
below.

                                   WITNESSETH

         WHEREAS, U.S. Home & Garden Inc. as the initial depositor (the "Initial
Depositor"), the Delaware Trustee and Richard Raleigh, then an administrative
trustee, established a business trust pursuant to the Delaware Statutory Trust
Act by entering into a Trust Agreement, dated as of March 16, 1998 (the
"Original Trust Agreement"), and by the execution and filing by the Delaware
Trustee and Richard Raleigh, as an administrative trustee, with the Secretary of
State of the State of Delaware of the Certificate of Trust, filed on March 16,
1998.

         WHEREAS, the Initial Depositor, Wilmington Trust Company in its
capacity as the Property Trustee and the Delaware Trustee, Robert Kassel,
Richard Raleigh and Lynda Gustafson, each a former administrative trustee, as
parties to the Amended and Restated Trust Agreement dated as of April 17, 1998
(the "First Amended Trust Agreement"), amended and restated each and every term
and provision of the Original Trust Agreement.

         WHEREAS, pursuant to an Asset Purchase Agreement (the "Asset
Agreement") dated December 11, 2002 by and between the Depositor, EYAS
International, Inc., a Texas corporation and affiliate of the Depositor, the
Initial Depositor, Easy Gardener, Inc., a Delaware corporation and wholly-owned
subsidiary of Prior Obligor ("Easy Gardener"), Ampro Industries, Inc., a
Michigan corporation and wholly-owned subsidiary of Prior Obligor ("Ampro" and
together with Easy Gardener collectively referred to as the "Sellers"), and Weed
Wizard Acquisition Corp., a wholly owned subsidiary of Easy Gardener, the
Depositor agreed to purchase, among other things, substantially all of the
assets and properties of the Sellers and assume and become responsible for,
among other things, all of the Initial Depositor's obligations under the First
Amended Trust Agreement, the Original Indenture and the Initial Guarantee
Agreement (each as defined herein); and

         WHEREAS, the assets and properties of the Sellers to be sold to the
Depositor pursuant to the terms of the Asset Agreement are deemed to comprise,
indirectly, on a consolidated basis, substantially all of the properties and
assets of the Initial Depositor; and
<PAGE>

         WHEREAS, in connection with the Asset Agreement, the Initial Depositor
and Sellers have agreed to execute and deliver a bill of sale in favor of
Depositor pursuant to which, among other things, the Common Securities are to be
transferred from the Initial Depositor to the Depositor; and

         WHEREAS, pursuant to a special meeting of the holders of the Preferred
Securities of the Trust, the requisite majority of such holders voted in favor
of an amendment (the "Amendment") to, among other documents, the First Amended
Trust Agreement to provide, inter alia, that the sale by the Sellers of
substantially all of their assets and properties to the Depositor be deemed a
transfer by the Initial Depositor of the Initial Depositor's properties and
assets substantially as an entirety under Section 8.1 of the Indenture and that
the transfer by the Initial Depositor of the Common Securities to the Depositor
(as described below) be deemed a transfer permitted by Section 5.10 of the First
Amended Trust Agreement; and

         WHEREAS, upon the closing of the transactions contemplated by the Asset
Agreement the parties hereto desire to change the name of the Trust from "U.S.
Home & Garden Trust I" to "Easy Gardener Products Trust I" and written notice of
such name change has been given to the Holders of the Trust Securities and the
Trustees; and

         WHEREAS, upon the closing of the transactions contemplated by the Asset
Agreement the Depositor, as the holder of all the Common Securities, desires to
remove the administrative trustees of the Trust as were previously appointed by
the Initial Depositor and appoint Richard Grandy, Richard Kurz and ____________
as the Administrative Trustees of the Trust; and

         WHEREAS, the parties hereto, by this Trust Agreement, amend the First
Amended Trust Agreement to reflect, inter alia, the succession of the Depositor
to the Initial Depositor, the transfer of the Common Securities of the Trust,
the appointment of the Administrative Trustees and the removal of the current
administrative trustees of the Trust and the change of the name of the Trust,
and restate the First Amended Trust Agreement in its entirety to reflect the
foregoing.

         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 agrees as follows:

                                   ARTICLE I

                                  DEFINED TERMS

         SECTION 1.1 Definitions

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

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<PAGE>

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

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

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

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

         "Act" has the meaning specified in Section 6.8.

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

         "Additional Sums" has the meaning specified in Section 10.6 of the
Indenture.

         "Administrative Trustee" means each of the Persons identified as an
"Administrative Trustee" in the preamble to this Trust Agreement solely in such
Person's capacity as Administrative Trustee of the Trust created and continued
hereunder and not in such Person's individual capacity, or such Administrative
Trustee's successor in interest in such capacity, or any successor trustee
appointed as herein provided.

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

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

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

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

                  (a) the entry of a decree or order by a court having
         jurisdiction in the premises judging such Person a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjudication or composition of or in
         respect of such Person under any applicable Bankruptcy Law, or
         appointing a receiver, liquidator, assignee, trustee, sequestrator (or
         other similar official) of such Person or of any substantial part of
         its property or ordering the winding up or liquidation of its affairs,
         and the continuance of any such decree or order unstayed and in effect
         for a period of 90 consecutive days; or

                                      -3-
<PAGE>

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

         "Bankruptcy Law" means any Federal or state bankruptcy, insolvency,
reorganization or similar law.

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

         "Book-Entry Preferred Securities Certificates" means a beneficial
interest in the Preferred Securities Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as described in
Section 5.11.

         "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the State of Texas are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.

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

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

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

                                      -4-
<PAGE>
         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means the date of execution and delivery of the First
Amended Trust Agreement.

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

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

         "Common Security" means an undivided beneficial 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.

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

         "Corporate Trust Office" means (i) when used with respect to the
Property Trustee, the principal office of the Property Trustee located at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware, 19890-0001,
Attention: Corporate Trust Administration, and (ii) when used with respect to
the Debenture Trustee, the principal office of the Debenture Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware, 19890-0001,
Attention: Corporate Trust Administration.

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

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

         "Debenture Tax Event" means a "Tax Event" as defined in the Indenture.

         "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation organized under the laws of the State of Delaware and any successor
thereto, as trustee under the Indenture.

         "Debentures" means the aggregate principal amount of the Depositor's
9.40% Junior Subordinated Deferrable Interest Debentures, issued pursuant to the
Indenture.

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

                                      -5-
<PAGE>

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

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

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

         "Distribution Date" has the meaning specified in Section 4.1(a).

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

         "Early Dissolution Event" has the meaning specified in Section 9.2.

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

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

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

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

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

                                      -6-
<PAGE>

                  (e) the occurrence of a Bankruptcy Event with respect to the
         Property Trustee and the failure by the Depositor to appoint a
         successor Property Trustee within 60 days thereof.

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

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

         "Expiration Date" has the meaning specified in Section 9.1.

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

         "General Partner" means the general partner of the Depositor and its
successors and assigns.

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

         "Holder" means a Securityholder.

         "Indenture" means the Amended and Restated Junior Subordinated
Indenture, dated as of ______________, 2003, between the Depositor and the
Debenture Trustee, as trustee, as amended or supplemented from time to time.

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

         "Initial Guarantee Agreement" means the Guarantee Agreement dated as of
April 17, 1998 between the Initial Depositor and Wilmington Trust Company as
Trustee for the Trust.

         "Investment Company Event" means the receipt by the Depositor and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in Investment
Company Act Law"), the Trust is or will be considered an "investment company"
that is required to be registered under the 1940 Act, which Change in Investment
Company Act Law becomes effective on or after the date or original issuance of
the Preferred Securities under this Trust Agreement.

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

                                      -7-
<PAGE>

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Debentures to be contemporaneously redeemed in accordance with the
Indenture, allocated to the Common Securities and the Preferred Securities based
upon the relative Liquidation Amounts of such classes and the proceeds of which
will be used to pay the Redemption Price of such Trust Securities, and (b) with
respect to a distribution of Debentures to Holders of Trust Securities in
connection with a dissolution or liquidation of the Trust, Debentures having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Debentures are distributed.

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

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

         "Liquidation Distribution" has the meaning specified in Section 9.4(d).

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

         "Officers Certificate" means a certificate signed by the Chairman of
the Board, Chief Executive Officer, President or a Vice President, and by the
Chief Financial Officer, Treasurer, Secretary or an Assistant Secretary, or
persons serving in a similar capacity of the General Partner of the Depositor,
and delivered to the appropriate Trustee. One of the officers signing an
Officers Certificate given pursuant to Section 8.16 shall be the principal
executive, financial or accounting officer of the Depositor. Any Officers
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Trust Agreement shall include:

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

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

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

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

                                      -8-
<PAGE>

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, but not an employee of any thereof, and who shall be reasonably
acceptable to the Property Trustee.

         "Original Indenture" means the Junior Subordinated Indenture, dated
April 17, 1998, executed and delivered by the Initial Depositor in favor of the
Property Trustee as trustee for the Trust.

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

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

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

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

                  (c) Trust Securities which have been paid or in exchange for
         or in lieu of which other Trust Securities have been executed and
         delivered pursuant to Sections 5.4, 5.5, 5.11 and 5.13; provided,
         however, that in determining whether the Holders of the requisite
         Liquidation Amount of the Outstanding Preferred Securities have given
         any request, demand, authorization, direction, notice, consent or
         waiver hereunder, Preferred Securities owned by the Depositor, any
         Trustee or any Affiliate of the Depositor or any Trustee shall be
         disregarded and deemed not to be Outstanding, except that (a) in
         determining whether any Trustee shall be protected in relying upon any
         such request, demand, authorization, direction, notice, consent or
         waiver, only Preferred Securities that such Trustee knows to be so
         owned shall be so disregarded and (b) the foregoing shall not apply at
         any time when all of the outstanding Preferred Securities are owned by
         the Depositor, one or more of the Trustees and/or any such Affiliate.
         Preferred Securities so owned which have been pledged in good faith may
         be regarded as Outstanding if the pledgee establishes to the
         satisfaction of the Administrative Trustees the pledgee's right so to
         act with respect to such Preferred Securities and that the pledgee is
         not the Depositor or any Affiliate of the Depositor.

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

                                      -9-
<PAGE>

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.9 and shall initially be the Bank.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures will be held and from which the Property Trustee,
through the Paying Agent, shall make payments to the Securityholders in
accordance with Sections 4.1 and 4.2.

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

         "Preferred Security" means an undivided beneficial interest in the
assets of the Trust designated as "9.40% Cumulative Trust Preferred Securities,"
having a Liquidation Amount of $25 per security and having the rights provided
therefor in this Trust Agreement, including the right to receive Distributions
and a Liquidation Distribution as provided herein

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

         "Property Trustee" means the Person identified as the "Property
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Property Trustee of the Trust heretofore created and continued hereunder and not
in its individual capacity, or its successor in interest in such capacity, or
any successor property trustee appointed as herein provided.

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

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

         "Relevant Trustee" shall have the meaning specified in Section 8.10.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.4.

                                      -10-
<PAGE>

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

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

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

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

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

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

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

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

                                      -11-
<PAGE>

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

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

         "Underwriters" means each of the Underwriters named in the Underwriting
Agreement.

         "Underwriting Agreement" means that certain Underwriting Agreement,
dated as of April 13, 1998, among the Trust, the Initial Depositor, EVEREN
Securities, Inc., Hambrecht & Quist, LLC and Josephthal & Co. Inc., as the
representatives of the Underwriters.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

         SECTION 2.1 Name.

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

         SECTION 2.2 Office of the Delaware Trustee; Principal Place of
Business.

         The address of the Delaware Trustee in the State of Delaware is c/o
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware, 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o Easy Gardener Products, Ltd.,
_________________________.

         SECTION 2.3 Initial Contribution of Trust Property; Organizational
Expenses.

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

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<PAGE>

         SECTION 2.4 Issuance of the Preferred Securities.

         On April 13, 1998, the Initial Depositor, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of the
First Amended Trust Agreement, an administrative trustee, on behalf of the
Trust, executed in accordance with Section 5.2 and delivered to the Underwriters
named in the Underwriting Agreement, Preferred Securities Certificates,
registered in the name of the nominee of the initial Clearing Agency, as
instructed by EVEREN Securities, Inc., on behalf of the representatives of the
Underwriters, in an aggregate amount of 2,530,000 Preferred Securities having an
aggregate Liquidation Amount of $63,250,000, against receipt of such aggregate
purchase price of such Preferred Securities of $63,250,000, which amount the
administrative trustee promptly delivered to the Property Trustee.

         SECTION 2.5 Issuance of the Common Securities; Subscription and
Purchase of Debentures.

         Contemporaneously with the execution and delivery of the First Amended
Trust Agreement, an administrative trustee, on behalf of the Trust, executed in
accordance with Section 5.2 and delivered to the Initial Depositor Common
Securities Certificates, registered in the name of the Initial Depositor, in an
aggregate amount of 78,000 Common Securities having an aggregate Liquidation
Amount of $1,950,000, against payment by the Initial Depositor of such amount,
which amount such administrative trustee promptly delivered to the Property
Trustee. Contemporaneously therewith, an administrative trustee, on behalf of
the Trust, subscribed to and purchased from the Initial Depositor Debentures,
registered in the name of the Property Trustee and having an aggregate principal
amount equal to $65,2000,000 and, in satisfaction of the purchase price for such
Debentures, the Property Trustee, on behalf of the Trust, shall delivered to the
Initial Depositor the sum of $65,200,000, such amount being the sum of the
amounts delivered to the Property Trustee pursuant to (i) Section 2.4 and (ii)
this Section 2.5.

         SECTION 2.6 Declaration of Trust.

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

                                      -13-
<PAGE>

         SECTION 2.7 Authorization to Enter into Certain Transactions.

         (a) The Trustees shall conduct the affairs of the Trust in accordance
with the terms of this Trust Agreement. Subject to the limitations set forth in
paragraph (b) of this Section and Section 2.6, and in accordance with the
following provisions (i) and (ii), the Trustees shall have the authority to
enter into all transactions and agreements determined by the Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including without limitation, the following:

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

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

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

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

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

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

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

                  (G) registering transfer of the Trust Securities in accordance
         with this Trust Agreement;

                                      -14-
<PAGE>

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

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

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

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

                  (A) the establishing of the Payment Account;

                  (B) the receipt of the Debentures;

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

                  (D) the distribution through the Paying Agent of amounts owed
         to the Securityholders in respect of the Trust Securities; (E) the
         exercise of all of the rights, powers and privileges of a holder of the
         Debentures;

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

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

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

                                      -15-
<PAGE>

                  (I) after an Event of Default (other than under paragraph (b),
         (c), (d) or (e) of the definition of such term if such Event of Default
         is by or with respect to the Property Trustee) the taking of any action
         incidental to the foregoing as the Property Trustee may from time to
         time determine is necessary or advisable to give effect to the terms of
         this Trust Agreement and protect and conserve the Trust Property for
         the benefit of the Securityholders (without consideration of the effect
         of any such action on any particular Securityholder);

                  (J) so long as the Property Trustee is the Securities
         Registrar, registering transfers of the Trust Securities in accordance
         with this Trust Agreement; and

                  (K) except as otherwise provided in this Section 2.7(a)(ii),
         the Property Trustee shall have none of the duties, liabilities, powers
         or the authority of the Administrative Trustees set forth in Section
         2.7(a)(i).

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Securityholders,
except as expressly provided herein, (iii) take any action that would cause the
Trust to fail or cease to qualify as a "grantor trust" for United States federal
income tax purposes, (iv) incur any indebtedness for borrowed money or issue any
other debt or (v) take or consent to any action that would result in the
placement of a Lien on any of the Trust Property. The Administrative Trustees
shall defend all claims and demands of all Persons at any time claiming any Lien
on any of the Trust Property adverse to the interest of the Trust or the
Securityholders in their capacity as Securityholders.

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

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

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

                                      -16-
<PAGE>

                  (iii) the preparation for filing by the Trust and execution on
         behalf of the Trust of an application to the American Stock Exchange or
         any other national stock exchange or the Nasdaq National Market for
         listing upon notice of issuance of any Preferred Securities;

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

                  (v) the negotiation of the terms of, and the execution and
         delivery of, an agreement or other instrument providing for the sale of
         the Preferred Securities; and

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

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

         SECTION 2.8 Assets of Trust.

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

         SECTION 2.9 Title to Trust Property.

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

                                      -17-
<PAGE>

                                  ARTICLE III

                                 PAYMENT ACCOUNT

         SECTION 3.1 Payment Account.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

         SECTION 4.1 Distributions.

         (a) The Trust Securities represent undivided beneficial interests in
the Trust Property, and Distributions (including of Additional Amounts) will be
made on the Trust Securities at the rate and on the dates that payments of
interest (including of Additional Interest, as defined in the Indenture) are
made on the Debentures. Accordingly:

                  (i) Distributions on the Trust Securities shall be cumulative,
         and will accumulate whether or not there are funds of the Trust
         available for the payment of Distributions. Distributions have accrued
         from the date of original issuance of the Trust Securities, and, except
         in the event (and to the extent) that the Depositor exercises its right
         to defer the payment of interest on the Debentures pursuant to the
         Indenture, shall be payable monthly in arrears on the 15th day of each
         calendar month of each year (which payments commenced on May 15, 1998).
         If any date on which a Distribution is otherwise payable on the Trust
         Securities is not a Business Day, then the payment of such Distribution
         shall be made on the next succeeding day that is a Business Day (and
         without any interest or other payment in respect of any such delay)
         with the same force and effect as if made on such date (each date on
         which distributions are payable in accordance with this Section 4.1(a),
         a "Distribution Date").

                                      -18-
<PAGE>

                  (ii) Assuming payments of interest on the Debentures are made
         when due (and before giving effect to Additional Amounts, if
         applicable), Distributions on the Trust Securities shall be paid at a
         rate of 9.40% per annum of the Liquidation Amount of the Trust
         Securities. The amount of Distributions payable for any full period
         shall be computed on the basis of a 360-day year of twelve 30-day
         months. The amount of Distributions for any partial period shall be
         computed on the basis of the number of days elapsed in a 360-day year
         of twelve 30-day months. The amount of Distributions payable for any
         period shall include the Additional Amounts, if any.

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

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

         SECTION 4.2 Redemption.

         (a) On each Debenture Redemption Date and on the stated maturity of the
Debentures, the Trust will be required to redeem, subject to Section 4.3, a Like
Amount of Trust Securities at the Redemption Price.

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

                                      -19-
<PAGE>

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

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

         (d) If the Property Trustee gives a notice of redemption in respect of
any Preferred Securities, then, by 12:00 noon, Eastern time, on the Redemption
Date, with respect to Preferred Securities held in certificated form, the
Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the
Paying Agent funds sufficient to pay the applicable Redemption Price and will
give the Paying Agent irrevocable instructions and authority to pay the
Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. With respect to Preferred Securities held in book-entry
form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the holders thereof.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities called for redemption shall be payable
to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust Securities on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of
Securityholders holding Trust Securities so called for redemption will cease,
except the right of such Securityholders to receive the Redemption Price and any
Distribution payable on or prior to the Redemption Date, but without interest,
and such Trust 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 will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), with the same force and effect as if made on such
date. In the event that payment of the Redemption Price in respect of any Trust
Securities called for redemption is improperly withheld or refused and not paid
either by the Trust or by the Depositor pursuant to the Guarantee, Distributions
on such Trust Securities will continue to accrue, at the then applicable rate,
from the Redemption Date originally established by the Trust for such Trust
Securities to the date such Redemption Price is actually paid, in which case the
actual payment date will be the date fixed for redemption for purposes of
calculating the Redemption Price.

         (e) Payment of the Redemption Price on the Trust Securities shall be
made to the recordholders thereof as they appear on the Securities Register for
the Trust Securities on the relevant record date, which shall be one Business
Day prior to the relevant Redemption Date; provided, however, that in the event
that the Preferred Securities do not remain in book-entry-only form, the
relevant record date shall be the date 15 days prior to the relevant Redemption
Date (or, if such date is not a Business Day, the next Business Day following
such date).

                                      -20-
<PAGE>

         (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
Securities are to be redeemed on a Redemption Date, then the aggregate
Redemption Price of Trust Securities to be redeemed shall be allocated on a pro
rata basis (based on Liquidation Amounts) among the Common Securities and the
Preferred Securities. The particular Preferred Securities to be redeemed shall
be selected on a pro rata basis (based upon Liquidation Amounts) not more than
60 days prior to the Redemption Date by the Property Trustee from the
Outstanding Preferred Securities not previously called for redemption, by such
method (including, without limitation, by lot) as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $25 or an integral multiple of $25 in excess thereof) of
the Liquidation Amount of Preferred Securities of a denomination larger than
$25. The Property Trustee shall promptly notify the Securities Registrar in
writing of the Preferred Securities selected for redemption and, in the case of
any Preferred Securities selected for partial redemption, the Liquidation Amount
thereof to be redeemed. For all purposes of this Trust Agreement, unless the
context otherwise requires, all provisions relating to the redemption of
Preferred Securities shall relate, in the case of any Preferred Securities
redeemed or to be redeemed only in part, to the portion of the Liquidation
Amount of Preferred Securities that has been or is to be redeemed.

         SECTION 4.3 Subordination of Common Securities.

         (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional Amounts,
if applicable) on all Outstanding Preferred Securities for all Distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price the full amount of such Redemption Price on all Outstanding
Preferred Securities, shall have been made or provided for, and all funds
immediately available to the Property Trustee shall first be applied to the
payment in full in cash of all Distributions (including Additional Amounts, if
applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.

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

                                      -21-
<PAGE>

         SECTION 4.4 Payment Procedures.

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register, provided that payments will be made by wire transfer if
requested by a holder of at least $1,000,000 aggregate Liquidation Amount of the
Preferred Securities, or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which shall credit the relevant Persons accounts at such
Clearing Agency on the applicable Distribution Dates. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Common Securityholder.

         SECTION 4.5 Tax Returns and Reports.

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

         SECTION 4.6 Payment of Taxes, Duties, Etc. Of the Trust.

         Upon receipt under the Debentures of Additional Sums, the Property
Trustee shall promptly pay any taxes, duties or governmental charges of
whatsoever nature (other than withholding taxes) imposed on the Trust by the
United States or any other taxing authority.

         SECTION 4.7 Payments under Indenture or Pursuant to Direct Actions.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment that such Holder
(and any Owner with respect thereto) has directly received pursuant to Section
5.8 of the Indenture or Section 5.14 of this Trust Agreement.

                                      -22-
<PAGE>

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

         SECTION 5.1 Initial Ownership.

         Subsequent to the creation of the Trust and the contribution by the
Initial Depositor pursuant to Section 2.3, at any time during which no Trust
Securities are outstanding, the Depositor shall be the sole beneficial owner of
the Trust.

         SECTION 5.2 The Trust Securities Certificates.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $25 Liquidation Amount and integral multiples of $25 in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $25 Liquidation Amount and integral multiples of $25 in excess thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

         SECTION 5.3 Execution and Delivery of Trust Securities Certificates.

         The Administrative Trustees shall cause Trust Securities Certificates,
in an aggregate Liquidation Amount as provided in Section 2.4, to be executed on
behalf of the Trust and delivered to or upon the written order of the Depositor,
signed by the Chairman of the Board, Chief Executive Officer, President or any
Vice President and its Chief Financial Officer, Treasurer, Secretary or any
Assistant Secretary, or persons serving in similar capacities of the General
Partner of the Depositor, without further corporate action by the Depositor, in
authorized denominations.

         SECTION 5.4 Registration of Transfer and Exchange of Preferred
Securities Certificates.

         The Depositor shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 5.8, a register or registers for the purpose of
registering Trust Securities Certificates and transfers and exchanges of
Preferred Securities Certificates (the "Securities Register") in which, the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Property Trustee shall be the
initial Securities Registrar.

                                      -23-
<PAGE>

         Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall execute and deliver, in the
name of the designated transferee or transferees, one or more new Preferred
Securities Certificates in authorized denominations of a like-aggregate
Liquidation Amount dated the date of execution by such Administrative Trustee or
Trustees.

         The Securities Registrar shall not be required to register the transfer
of any Preferred Securities that have been called for redemption. At the option
of a Holder, Preferred Securities Certificates may be exchanged for other
Preferred Securities Certificates in authorized denominations of the same class
and of a like aggregate Liquidation Amount upon surrender of the Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.8.

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

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

         SECTION 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

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

                                      -24-
<PAGE>

         SECTION 5.6 Persons Deemed Securityholders.

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

         SECTION 5.7 Access to List of Securityholders Names and Addresses.

         At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a) semi-annually on or before
January 1 and July 1 in each year, a list, in such form as the Property Trustee
may reasonably require, of the names and addresses of the Securityholders as of
the most recent record date and (b) promptly after receipt by any Administrative
Trustee or the Depositor of a request therefor from the Property Trustee, such
other information as the Property Trustee may reasonably require in order to
enable the Property Trustee to discharge its obligations under this Trust
Agreement, in each case to the extent such information is in the possession or
control of the Administrative Trustees or the Depositor and is not identical to
a previously supplied fist or has not otherwise been received by the Property
Trustee in its capacity as Securities Registrar. The rights of Securityholders
to communicate with other Securityholders with respect to their rights under
this Trust Agreement or under the Trust Securities, with the corresponding
rights of the Trustee shall be as provided in the Trust Indenture Act. Each
Securityholder, by receiving and holding a Trust Securities Certificate, and
each Owner shall be deemed to have agreed not to hold the Depositor, the
Property Trustee or the Administrative Trustees accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

         SECTION 5.8 Maintenance of Office or Agency.

         The Administrative Trustees shall maintain an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustees initially designate the principal corporate trust
office of the Property Trustee, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 198900-001, Attention: Corporate Trust Administration, as
the principal Corporate Trust office for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

                                      -25-
<PAGE>

         SECTION 5.9 Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent 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 8.1, 8.3 and 8.6 herein 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 Trust
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

         SECTION 5.10 Ownership of Common Securities by Depositor.

         The Depositor has acquired and shall retain beneficial and record
ownership of the Common Securities. To the fullest extent permitted by law,
other than a transfer in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture (it being understood that the
sale (the "Sale") by the Initial Depositor's wholly-owned subsidiaries, Easy
Gardener, Inc. ("EGI") and Ampro Industries, Inc. ("Ampro") of their properties
and assets substantially as an entirety to Easy Gardener Products, Ltd. ("EGP"),
as set forth in the Asset Purchase Agreement dated December 11, 2002, between
EGP, the Initial Depositor, EGI, Ampro, Weed Wizard Acquisition Corp. and EYAS
International, Inc., shall be deemed to be a transfer by the Initial Depositor
of its properties and assets substantially as an entirety for purposes of this
Section 5.10 such that the Initial Depositor may, in connection therewith,
transfer the Common Securities to EGP), any attempted transfer of the Common
Securities shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH SECTION 5.10 OF THE
TRUST AGREEMENT."

                                      -26-
<PAGE>

         SECTION 5.11 Book-Entry Preferred Securities Certificates; Common
Securities Certificate.

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

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

                  (ii) the Securities Registrar, the Paying Agent and the
         Trustees shall be entitled to deal with the Clearing Agency for all
         purposes of this Trust Agreement relating to the Book-Entry Preferred
         Securities Certificates (including the payment of the Liquidation
         Amount of and Distributions on the Preferred Securities evidenced by
         Book-Entry Preferred Securities Certificates) as the owner or the
         Book-Entry Preferred Securities Certificates and shall have no
         obligations to the Owners thereof;

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

                  (iv) the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants. Pursuant to the Certificate Depository Agreement, unless
         and until Definitive Preferred Securities Certificates are issued
         pursuant to Section 5.13, the initial Clearing Agency will make book
         entry transfers among the Clearing Agency Participants and receive and
         transmit payments on the Preferred Securities to such Clearing Agency
         Participants. Any Clearing Agency designated pursuant hereto will not
         be deemed an agent of the Trustees for any purpose.

                                      -27-
<PAGE>

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

         SECTION 5.12 Notices to Clearing Agency.

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

         SECTION 5.13 Definitive Preferred Securities Certificates.

         If (a) the Clearing Agency notifies the Depositor that it is no longer
willing or able to continue as depositary for the Preferred Securities
Certificates and no successor Clearing Agency shall have been appointed, or if
at any time the Clearing Agency ceases to be a clearing agency registered under
the Exchange Act, at a time when the Clearing Agency is required to be so
registered to act as such depositary, and no successor depositary shall have
been appointed, or (b) the Depositor, in its sole discretion, determines that
such Preferred Securities Certificates shall be so exchangeable, or (c) after
there shall have occurred and be continuing a Debenture Event of Default, Owners
of Book Entry Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Property Trustee in writing that the continuation of a book-entry system trough
the Clearing Agency is no longer in the best interest of the Owners of Preferred
Securities Certificates, then, in each case, the Property Trustee shall notify
the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred
Securities Certificates and the other Trustees of the occurrence of any such
event that Definitive Preferred Securities Certificates will be distributed to
such Owners in exchange for their beneficial interests in such Preferred
Securities Certificate or Certificates. Upon surrender to the Property Trustee
of the typewritten Preferred Securities Certificate or Certificates representing
the Book-Entry Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Clearing Agency and deliver the same to
or upon the order of the Clearing Agency or an authorized representative
thereof. Neither the Securities 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 Preferred Securities Certificates, the Trustees shall recognize the
Holders of the Definitive Preferred Securities Certificates as Securityholders.
The Definitive Preferred Securities Certificates shall be engraved and executed
in accordance with the applicable rules of the American Stock Exchange or such
other national exchange or over-the-counter market on which the Preferred
Securities are then listed for trading. Thereafter, payments of Distributions
(including Additional Amounts, if applicable) in respect of the Definitive
Preferred Securities Certificates shall be made by check mailed to the address
of the Person entitled thereto as such address shall appear on the Securities
Register, provided that payments will be made by wire transfer if requested by a
holder of at least $1,000,000 aggregate Liquidation Amount of the Preferred
Securities.

                                      -28-
<PAGE>

         SECTION 5.14 Rights of Securityholders.

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

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

         At any time after such a declaration of acceleration with respect to
the Debentures has been made and before a judgment or decree for payment of the
money due has been obtained by the Debenture Trustee as in the Indenture
provided, the Holders of a majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if.

                  (i) the Depositor has paid or deposited with the Debenture
         Trustee a sum sufficient to pay

                  (A) all overdue installments of interest (including any
         Additional Interest (as defined in the Indenture)) on all of the
         Debentures,

                  (B) the principal of (and premium, if any, on) any Debentures
         which have become due otherwise than by such declaration of
         acceleration and interest thereon at the rate borne by the Debentures,
         and

                                      -29-
<PAGE>

                  (C) all sums paid or advanced by the Debenture Trustee under
         the Indenture and the reasonable compensation, expenses, disbursements
         and advances of the Debenture Trustee and the Property Trustee, their
         agents and counsel; and

                  (ii) all Events of Default with respect to the Debentures,
         other than the nonpayment of the principal of the Debentures which has
         become due solely by such acceleration, have been cured or waived as
         provided in Section 5.13 of the Indenture.

         The Holders of a majority in aggregate Liquidation Amount of the
Preferred Securities may, on behalf of the Holders of all the Preferred
Securities, waive any past default under the Indenture, except a default in the
payment of principal or interest (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Debenture. No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities all or part of which is represented by Book-Entry Preferred
Securities Certificates, a record date shall be established for determining
Holders of Outstanding Preferred Securities entitled to join in such notice,
which record date shall be at the close of business on the day the Property
Trustee receives such notice. The Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to join in such
notice, whether or not such Holders remain Holders after such record date,
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is 90
days after such record date, such notice of declaration of acceleration, or
rescission and annulment, as the case may be, shall automatically and without
further action by any Holder be canceled and of no further effect. Nothing in
this paragraph shall prevent a Holder, or a proxy of a Holder, from giving,
after expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as he case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding sentence, in which event a new record date shall be established
pursuant to the provisions of this Section 5.14(b).

         (c) For so long as any Preferred Securities remain Outstanding, to the
fullest extent permitted by law and subject to the terms of this Trust Agreement
and the Indenture, upon a Debenture Event of Default specified in Section 5.1(a)
or 5.1(b) of the Indenture, any Holder of Preferred Securities shall have the
right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of the
principal amount of or interest on Debentures having a principal amount equal to
the Liquidation Amount of the Preferred Securities of such Holder (a "Direct
Action"). Except as set forth in Section 5.14(b) and this Section 5.14(c), the
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Debentures.

                                      -30-
<PAGE>

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.1 Limitations on Voting Rights.

         (a) Except as provided in this Section, in Sections 5.14, 8.10 and 10.2
and in the Indenture and as otherwise required by law, no Holder of Preferred
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Trust or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the terns
of the Trust Securities Certificates, be construed so as to constitute the
Securityholders from time to time as partners or members of an association.

         (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on the Debenture Trustee with respect to such
Debentures, (ii) waive any past default which is waivable under Section 5.13 of
the Indenture, (iii) exercise any right to rescind or annul a declaration that
the principal of all the Debentures shall be due and payable or (iv) consent to
any amendment, modification or termination of the Indenture or the Debentures,
where such consent shall be required, without, in each case, obtaining the prior
approval of the Holders of at least a majority in Liquidation Amount of all
Outstanding Preferred Securities, provided, however, that where a consent under
the Indenture would require the consent of each Holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Preferred Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of Preferred Securities, except by a subsequent vote of the Holders of Preferred
Securities. The Property Trustee shall notify all Holders of the Preferred
Securities of any notice of default received from the Debenture Trustee with
respect to the Debentures. In addition to obtaining the foregoing approvals of
the Holders of the Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion
of Counsel experienced in such matters to the effect that such action shall not
cause the Trust to fail to be classified as a grantor trust for United States
federal income tax purposes.

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

                                      -31-
<PAGE>

         SECTION 6.2 Notice of Meetings.

         Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.9 to each Preferred Securityholder of record, at his
registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.

         SECTION 6.3 Meetings of Preferred Securityholders.

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

         Holders of record of 50% of the Outstanding 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
Preferred Securityholders of record present, in person or by proxy, holding a
majority of the Preferred Securities (based upon their Liquidation Amount) held
by the Preferred Securityholders of record present, either in person or by
proxy, at such meeting shall constitute the action of the Preferred
Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.

         SECTION 6.4 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 6.5 Proxies, etc.

         At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Only 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.

                                      -32-
<PAGE>

         SECTION 6.6 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 a majority of all Outstanding
Trust Securities (based upon their aggregate Liquidation Amount) entitled to
vote in respect of such action (or such larger proportion thereof as shall be
required by any express provision of this Trust Agreement) shall consent to the
action in writing.

         SECTION 6.7 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 a Distribution or other action, as the case may be, as a record date
for the determination of the identity of the Securityholders of record for such
purposes.

         SECTION 6.8 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 or Owners may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Securityholders
or Owners in person or by an agent duly appointed in writing; and, except as
otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to an Administrative Trustee. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders or
Owners signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

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

                                      -33-
<PAGE>

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

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

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

         If any dispute shall arise between the Securityholders 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.

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

         SECTION 6.9 Inspection of Records.

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

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1 Representations and Warranties of the Bank.

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

                                      -34-
<PAGE>

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

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

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

         (d) the execution, delivery and performance of this Trust Agreement has
been duly authorized by all necessary corporate or other action on the part of
the Bank and does not require any approval of stockholders of the Bank and such
execution, delivery and performance will not (i) violate the charter or bylaws
of the Bank, (ii) violate any provision of, or constitute, with or without
notice or lapse of time, a default under, or result in the creation or
imposition of any Lien on any properties included in the Trust Property pursuant
to the provisions of, any indenture, mortgage, credit agreement, license or
other agreement or instrument to which the Bank is a party or by which it is
bound, or (iii) violate any law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the banking,
trust or general powers of the Bank or any order, judgment or decree applicable
to the Bank;

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

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

         SECTION 7.2 Representations and Warranties of Depositor.

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

                                      -35-
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         (a) the Trust Securities Certificates to be issued 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 entitled to the benefits of this Trust Agreement; and

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

                                  ARTICLE VIII

                                  THE TRUSTEES

         SECTION 8.1 Certain Duties and Responsibilities

         (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
No Administrative Trustee or the Delaware Trustee shall be subject to any
liability under this Trust Agreement except for its own grossly negligent
action, its own grossly negligent failure to act, or its own willful misconduct.
To the extent that, at law or in equity, a Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust or to the
Securityholders, such Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Trustees otherwise existing at law or
in equity, are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Trustees as permitted by Section 3806(c) of
the Delaware Statutory Trust Act.

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

                                      -36-
<PAGE>

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

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

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

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

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

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

         SECTION 8.2 Certain Notices.

         (a) Within five (5) Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit, in the manner and to the extent provided in
Section 10.9, notice of such Event of Default to the Securityholders, the
Administrative Trustees and tire Depositor, unless the Event of Default shall
have been cured or waived. For purposes of this Section, the term "Event of
Default" means any event that is, or after notice or lapse of time or both would
become, an Event of Default.

                                      -37-
<PAGE>

         (b) The Administrative Trustees shall transmit, to the Securityholders
in the manner and to the extent provided in Section 10.9, notice of the
Depositor's election to begin or further extend an Extension Period (as defined
in the Indenture) on the Debentures (unless such election shall have been
revoked) within the time specified for transmitting such notice to the holders
of the Debentures pursuant to the Indenture as originally executed.

         SECTION 8.3 Certain: Rights of Property Trustee.

         Subject to the provisions of Section 8.1:

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

         (b) if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the .same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within 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;

         (c) any direction or act of the Depositor contemplated by this Trust
Agreement shall be sufficiently evidenced by an Officers Certificate; and any
direction or act of the Administrative Trustees contemplated by this Trust
Agreement shall be sufficiently evidenced by a certificate in substantially the
same form as an Officers" Certificate;

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

                                      -38-
<PAGE>

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

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

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

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

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

                                      -39-
<PAGE>

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

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

         SECTION 8.4 Not Responsible for Recitals or Issuance of Securities.

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

         SECTION 8.5 May Hold Securities.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, except as provided in the definition of the term "Outstanding"
in Article I and subject to Sections 8.8 and 8.13, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

         SECTION 8.6 Compensation; Indemnity; Fees.

         The Depositor agrees:

         (a) to pay to the Trustees from time to time reasonable compensation
for all services rendered by them hereunder (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust to the extent such provisions may be varied by contract) as
specified in a separate agreement between any of the Trustees and the Depositor;

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

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

                                      -40-
<PAGE>

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement.

         No Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

         The Depositor and any Trustee may (subject to Section 8.8) 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 Holders of Trust Securities 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, and the Depositor or any Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any 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 8.7 Corporate Property Trustee Required; Eligibility of
Trustees.

         (a) There shall at all times be a Property Trustee hereunder with
respect to the Trust Securities. The Property Trustee shall be a Person that is
eligible pursuant to the Trust Indenture Act to act as such and has a combined
capital and surplus of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this
Section, 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.

                                      -41-
<PAGE>

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

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

         SECTION 8.8 Conflicting Interests.

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

         SECTION 8.9 Co-Trustees and Separate Trustee.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

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

                                      -42-
<PAGE>

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

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

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

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

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

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

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

         SECTION 8.10 Resignation and Removal; Appointment of Successor.

         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.

                                      -43-
<PAGE>

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Common
Securityholder. 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 Relevant
Trustee may petition, at the expense of the Trust, any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

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

         If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and the retiring and successor Trustees 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, at a time when a
Debenture Event of Default shall have occurred and be continuing, the Preferred
Securityholders, by Act of the Securityholders of a majority in Liquidation
Amount of the Preferred Securities then Outstanding delivered to the retiring
Relevant Trustee, shall promptly appoint a successor Relevant Trustee or
Trustees, and such retiring and successor 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, at a
time when Debenture Event of Default shall have occurred and be continuing, the
Common Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee shall promptly appoint a successor Administrative Trustee
or Administrative Trustees and such successor Administrative Trustee or Trustees
shall comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Common Securityholder or
the Preferred Securityholders, as the case may be, and accepted appointment in
the manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

         The Depositor shall give notice of each resignation and each removal of
a Trustee and each appointment of a successor Trustee to all Securityholders in
the manner provided in Section 10.9. 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.

                                      -44-
<PAGE>

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

         SECTION 8.11 Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Relevant Trustee,
the retiring Relevant Trustee and each successor Relevant Trustee with respect
to the Trust Securities shall execute and deliver an amendment hereto wherein
each successor Relevant Trustee shall accept such appointment and which (a)
shall contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee with respect to the
Trust Securities and the Trust and (b) shall add to or change any of the
provisions of this Trust Agreement as shall be necessary to provide for or
facilitate the administration of the Trust by more than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of an Administrative Trustee of the Trust or any successor Relevant
Trustee such retiring Relevant Trustee shall duly assign, transfer and deliver
to such successor Relevant Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

         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.

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

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

                                      -45-
<PAGE>

         SECTION 8.13 Preferential Collection of Claims Against Depositor or
Trust.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
similar judicial proceeding relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Property Trustee shall
have made any demand on the Trust for the payment of any past due Distributions)
shall be entitled and empowered, to the fullest extent permitted by law, by
intervention in such proceeding or otherwise:

         (a) to file and prove a claim for the whole amount of any Distributions
owing and unpaid in respect of the Trust Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims
of the Property Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Property Trustee, its agents and
counsel) and of the Holders allowed in such judicial proceeding, and

         (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Property Trustee and, in the event the Property Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Property Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel, and
any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

         SECTION 8.14 Reports by Property Trustee.

         (a) Not later than July 31 of each year (which commenced with the year
commencing January 1, 1999), the Property Trustee shall transmit to all,
Securityholders in accordance with Section 10.9, and to the Depositor, a brief
report dated as of the immediately preceding December 31 with respect to:

                                      -46-
<PAGE>

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

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

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

         (b) In addition the Property Trustee shall transmit to Securityholders
such reports concerning the Property Trustee and its actions under this Trust
Agreement as may be required pursuant to the Trust Indenture Act at the times
and in the manner provided pursuant thereto.

         (c) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with each national stock exchange
(including the American Stock Exchange), the Nasdaq National Market or such
other interdealer quotation system or self-regulatory organization upon which
the Trust Securities are fisted or traded, with the Commission and with the
Depositor.

         SECTION 8.15 Reports to the Property Trustee.

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

         SECTION 8.16 Evidence of Compliance with Conditions Precedent.

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

         SECTION 8.17 Number of Trustees.

         (a) The number of Trustees initially shall be five (5) provided that
the number of Trustees may be increased or decreased by a like increase or
decrease in the number of Administrative Trustees in the discretion of the
Holder of all of the Common Securities by written instrument. The Property
Trustee and the Delaware Trustee may be the same Person.

                                      -47-
<PAGE>

         (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 dissolve, terminate or annul the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

         SECTION 8.18 Delegation of Power.

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

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

         SECTION 8.19 Voting.

         Except as otherwise provided in this Trust Agreement, the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees, unless there are only two,
in which case both must consent.

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

         SECTION 9.1 Dissolution Upon Expiration Date.

         Unless dissolved earlier, the Trust shall automatically dissolve on
March 16, 2029 (the "Expiration Date").

                                      -48-
<PAGE>

         SECTION 9.2 Early Dissolution.

         The first to occur of any of the following events is an "Early
Dissolution Event," upon the occurrence of which the Trust shall dissolve:

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

         (b) the written direction to the Property Trustee from the Depositor at
any time to dissolve the Trust and distribute Debentures to Securityholders in
exchange for a Like Amount of the Preferred Securities (which direction is
optional and wholly within the discretion of the Depositor);

         (c) the redemption of all of the Preferred Securities in connection
with the redemption of all the Debentures; and

         (d) the entry of an order for dissolution of the Trust by a court of
competent jurisdiction.

         SECTION 9.3    Dissolution.

                  The respective obligations and responsibilities of the
Trustees and the Trust continued hereby shall terminate upon the latest to occur
of the following: (a) the distribution by the Property Trustee to
Securityholders upon the liquidation of the Trust pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to Section 4.2, of
all amounts required to be distributed hereunder upon the final payment of the
Trust Securities; (b) the payment of any expenses owed by the Trust; (c) the
discharge of all administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to the Trust or
the Securityholders, and (d) the filing of a Certificate of Cancellation by an
Administrative Trustee under the Delaware Statutory Trust Act. As soon as
practicable after the occurrence of an event referred to in Sections 9.1 or 9.2
and upon the completion of the winding up and liquidation of the Trust, an
Administrative Trustee shall file a certificate of cancellation with the
Secretary of State of the State of Delaware terminating the Trust.

         SECTION 9.4    Liquidation.

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

                  (i) state the liquidation date;

                                      -49-
<PAGE>

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

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

         (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Administrative Trustees shall establish a record date for
such distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

         (c) Except where Section 9.2(c) or 9.4(d) applies, after the
Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall use its best efforts to have the Debentures listed on the
American Stock Exchange or on such other exchange, interdealer quotation system
or self-regulatory organization as the Preferred Securities are then listed,
(iv) any Trust Securities Certificates not so surrendered for exchange will be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Securities 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 Debentures
represented by such certificates) and (v) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive
a Like Amount of Debentures upon surrender of Trust Securities Certificates.

         (d) In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up or terminated, by the Property Trustee in such manner as the Property
Trustee determines. In such event, on the date of the dissolution of the Trust,
Securityholders will be entitled to receive out of the assets of the Trust
available for distribution to Securityholders, after satisfaction of liabilities
to creditors of the Trust as provided by applicable law, an amount equal to the
Liquidation Amount per Trust Security plus accumulated and unpaid Distributions
thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such winding up or termination, the Liquidation
Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then, subject
to the next succeeding sentence, the amounts payable by the Trust on the Trust
Securities shall be paid on a pro rata basis (based upon Liquidation Amounts).
The Holder of the Common Securities will be entitled to receive Liquidation
Distributions upon any such winding-up or termination pro rata (determined as
aforesaid) with Holders of Preferred Securities, except that, if a Debenture
Event of Default his occurred and is continuing, Holders of the Preferred
Securities shall have a priority over the Holders of Common Securities.

                                      -50-
<PAGE>

         SECTION 9.5 Mergers, Consolidations, Amalgamations or Replacements of
the Trust.

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

                                      -51-
<PAGE>

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1 Limitation of Rights of Securityholders.

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

         SECTION 10.2 Amendment.

         (a) This Trust Agreement may be amended from time to time by the
Property Trustee, the Administrative Trustees and the Depositor, without the
consent of any Securityholders, (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, or (d) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust will be classified for United States federal income tax
purposes as a grantor trust at all times that any Trust Securities are
outstanding or to ensure that the Trust will not be required to register as an
investment company under the 1940 Act; provided however, that in the case of
clause (i), such action shall not adversely affect in any material respect the
interests of any Securityholder, and any such amendments of this Trust Agreement
shall become effective when notice thereof is given to the Securityholders.

         (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Administrative Trustees and the Property
Trustee with (i) the consent of Securityholders representing not less than a
majority (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 tax purposes or the Trust's
exemption from registration as an investment company under the 1940 Act.

                                      -52-
<PAGE>

         (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 6.3 or 6.6 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date; notwithstanding
any other provision herein, without the unanimous consent of the Securityholders
(such consent being obtained in accordance with Section 6.3 or 6.6 hereof), this
paragraph (c) of this Section 10.2 may not be amended.

         (d) Notwithstanding any other provisions of this Trust Agreement, no
Administrative Trustee shall enter into or consent to any amendment to this
Trust Agreement which would (i) cause the Trust to fail or cease to qualify for
the exemption from registration as an investment company under the 1940 Act,
(ii) cause the Trust to fail or cease to be classified as a grantor trust for
United States federal income tax purposes, or (iii) cause the Preferred
Securities to be delisted by the American Stock Exchange.

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

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

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

         SECTION 10.3 Counterparts.

         This Trust Agreement may be executed in one or more counterparts, each
of which shall be an original and all of which shall constitute one and the same
instrument.

         SECTION 10.4 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 10.5 Governing Law.

         THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES).

                                      -53-
<PAGE>

         SECTION 10.6 Payments Due on Non Business Day.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day, with the same
force and effect as though made on the date fixed for such payment, and no
interest shall accrue thereon for the period after such date.

         SECTION 10.7 Successors.

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

         SECTION 10.8 Headings.

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

         SECTION 10.9 Reports, Notices and Demands.

         Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Easy Gardener
Products, Ltd., ___________________, Attention: Richard Grandy, Manager. Such
notice, demand or other communication to or upon a Securityholder shall be
deemed to have been sufficiently given or made, for all purposes, upon hand
delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Trust) as follows: (a) with respect to the Property Trustee, to
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration; (b)
with respect to the Delaware Trustee, to Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 198900001, Attention:
Corporate Trust Administration; and (c) with respect to the Administrative
Trustees, to them at the address above for notices to the Depositor, marked
"Attention Administrative Trustees of EASY GARDNER PRODUCTS TRUST I." Such
notice, demand or other communication to or upon the Trust, the Property
Trustee, the Delaware Trustee or the Administrative Trustees shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustee.

                                      -54-
<PAGE>

         SECTION 10.10 Agreement Not to Petition.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any 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 10.10, the Property Trustee agrees, for the benefit of Securityholders,
that at the expense of the Depositor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition by
the Depositor against the Trust or the commencement of such action and raise the
defense that the Depositor has agreed in writing not to take such action and
should be stopped and precluded therefrom and such other defenses, if any, as
counsel for the Trustee or the Trust may assert. The provisions of this Section
10.10 shall survive the termination of this Trust Agreement.

         SECTION 10.11 Trust Indenture Act; Conflict with Trust Indenture Act

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

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

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

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

                                      -55-
<PAGE>

         SECTION 10.12 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

                                      -56-
<PAGE>




         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
this _____ day of _______, 2003.


EASY GARDENER PRODUCTS, LTD.


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

ADMINISTRATIVE TRUSTEES:

---------------------------
Richard Grandy, not in his individual
Capacity but solely as an Administrative
Trustee of the Trust

---------------------------
Richard Kurz, not in his individual
Capacity but solely as an Administrative
Trustee of the Trust

---------------------------
[                   ], not in his individual
capacity, but solely as an Administrative
Trustee of the Trust


                                      -57-
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
this _____ day of ______, 2003.


WILMINGTON TRUST COMPANY
not in its individual capacity but solely as
Property Trustee

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


                                      -58-
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement
this _____ day of _________, 2003.


WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Delaware Trustee

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


                                      -59-
<PAGE>


                   SECOND AMENDED AND RESTATED TRUST AGREEMENT



                                      among



                   Easy Gardener Products, Ltd., as Depositor,



                            Wilmington Trust Company,
                              as Property Trustee,



                            Wilmington Trust Company,
                              as Delaware Trustee,



                                       and



                    The Administrative Trustees Named Herein



                           Dated as of ________, 2003



                         EASY GARDENER PRODUCTS TRUST I


<PAGE>


                         EASY GARDENER PRODUCTS TRUST I

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


Trust Indenture Act Section                         Trust Agreement Section
---------------------------                         -----------------------

(ss.)310(a)(1)                                               8.7
        (a) (2)                                              8.7
        (a) (3)                                              8.9
        (a) (4)                                              2.7 (a) (ii)
        (a) (5)                                              Not applicable
        (b)                                                  8.8
        (c)                                                  Not applicable
(ss.)311(a)                                                  8.13
        (b)                                                  8.13
        (c)                                                  Not applicable
312(a)(ss.)                                                  5.7
        (b)                                                  5.7
        (c)                                                  5.7
(ss.)313(a)                                                  8.14 (a)
        (a) (4)                                              8.14 (b)
        (b)                                                  8.14 (b)
        (c)                                                  10.9
        (d)                                                  8.14 (c)
(ss.)314(a)                                                  8.15
        (b)                                                  Not Applicable
        (c) (1)                                              8.16
        (c) (2)                                              8.16
        (c) (3)                                              Not Applicable
        (d)                                                  Not Applicable
        (c)                                                  1.1, 8.16
(ss.)315(a)                                                  8.1 (a), 8.3 (a)
        (b)                                                  8.2, 10.9
        (c)                                                  10.11
        (d)                                                  8.1, 8.3
        (e)                                                  10.11
(ss.)316(a)(1)(A)                                            5.14
        (a) (1) (B)                                          5.14
        (a) (2)                                              Not Applicable
        (b)                                                  5.14
        (c)                                                  6.7
(ss.)317(a)(1)                                               10.11
        (a) (2)                                              10.11
        (b)                                                  5.9
(ss.)318(a) 10.11
------------------
Note     This reconciliation and tic sheet shall not, for any purpose, be deemed
         to be a part of the Second Amended and Restated Trust Agreement.


<PAGE>

<TABLE>
<CAPTION>

                                Table of Contents
                                -----------------


<S>                                                                                                        <C>
   ARTICLE I DEFINED TERMS..................................................................................1
     SECTION 1.1    Definitions.............................................................................1

   ARTICLE II ESTABLISHMENT OF THE TRUST....................................................................10
     SECTION 2.1    Name ...................................................................................10
     SECTION 2.2    Office of the Delaware Trustee; Principal Place of Business.............................11
     SECTION 2.3    Initial Contribution of Trust Property; Organizational Expenses.........................11
     SECTION 2.4    Issuance of the Preferred Securities....................................................11
     SECTION 2.5    Issuance of the Common Securities; Subscription and Purchase of Debentures..............12
     SECTION 2.6    Declaration of Trust....................................................................12
     SECTION 2.7    Authorization to Enter into Certain Transactions........................................13
     SECTION 2.8    Assets of Trust.........................................................................16
     SECTION 2.9    Title to Trust Property.................................................................16

   ARTICLE III PAYMENT ACCOUNT..............................................................................16
     SECTION 3.1    Payment Account.........................................................................16

   ARTICLE IV DISTRIBUTIONS; REDEMPTION.....................................................................17
     SECTION 4.1    Distributions...........................................................................17
     SECTION 4.2    Redemption..............................................................................18
     SECTION 4.3    Subordination of Common Securities......................................................20
     SECTION 4.4    Payment Procedures......................................................................20
     SECTION 4.5    Tax Returns and Reports.................................................................21
     SECTION 4.6    Payment of Taxes, Duties, Etc. Of the Trust.............................................21
     SECTION 4.7    Payments under Indenture or Pursuant to Direct Actions..................................21

   ARTICLE V TRUST SECURITIES CERTIFICATES..................................................................21
     SECTION 5.1    Initial Ownership.......................................................................21
     SECTION 5.2    The Trust Securities Certificates.......................................................21
     SECTION 5.3    Execution and Delivery of Trust Securities Certificates.................................22
     SECTION 5.4    Registration of Transfer and Exchange of Preferred Securities Certificates..............22
     SECTION 5.5    Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates......................23
     SECTION 5.6    Persons Deemed Securityholders..........................................................23
     SECTION 5.7    Access to List of Sectirityholders Names and Addresses..................................24
     SECTION 5.8    Maintenance of Office or Agency.........................................................24
     SECTION 5.9    Appointment of Paying Agent.............................................................24
     SECTION 5.10   Ownership of Common Securities by Depositor.............................................25
     SECTION 5.11   Book-Entry Preferred Securities Certificates; Common
                    Securities Certificate..................................................................25
     SECTION 5.12   Notices to Clearing Agency..............................................................26
     SECTION 5.13   Definitive Preferred Securities Certificates............................................26
     SECTION 5.14   Rights of Securityholders...............................................................27

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   ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING....................................................29
     SECTION 6.1    Limitations on Voting Rights...........................................................29
     SECTION 6.2    Notice of Meetings.....................................................................30
     SECTION 6.3    Meetings of Preferred Securityholders..................................................30
     SECTION 6.4    Voting Rights..........................................................................31
     SECTION 6.5    Proxies, etc...........................................................................31
     SECTION 6.6    Securityholder Action by Written Consent...............................................31
     SECTION 6.7    Record Date for Voting and Other Purposes..............................................31
     SECTION 6.8    Acts of Securityholders................................................................32
     SECTION 6.9    Inspection of Records..................................................................33

   ARTICLE VII REPRESENTATIONS AND WARRANTIES..............................................................33
     SECTION 7.1    Representations and Warranties of the Bank.............................................33
     SECTION 7.2    Representations and Warranties of Depositor............................................34

   ARTICLE VIII THE TRUSTEES...............................................................................34
     SECTION 8.1    Certain Duties and Responsibilities....................................................34
     SECTION 8.2    Certain Notices........................................................................36
     SECTION 8.3    Certain: Rights of Property Trustee....................................................36
     SECTION 8.4    Not Responsible for Recitals or Issuance of Securities.................................38
     SECTION 8.5    May Hold Securities....................................................................38
     SECTION 8.6    Compensation; Indemnity; Fees..........................................................39
     SECTION 8.7    Corporate Property Trustee Required; Eligibility of Trustees...........................40
     SECTION 8.8    Conflicting Interests..................................................................40
     SECTION 8.9    Co-Trustees and Separate Trustee.......................................................40
     SECTION 8.10   Resignation and Removal; Appointment of Successor......................................42
     SECTION 8.11   Acceptance of Appointment by Successor.................................................43
     SECTION 8.12   Merger, Conversion, Consolidation or Succession to Business............................44
     SECTION 8.13   Preferential Collection of Claims Against Depositor or Trust...........................44
     SECTION 8.14   Reports by Property Trustee............................................................45
     SECTION 8.15   Reports to the Property Trustee........................................................46
     SECTION 8.16   Evidence of Compliance with Conditions Precedent.......................................46
     SECTION 8.17   Number of Trustees.....................................................................46
     SECTION 8.18   Delegation of Power....................................................................46
     SECTION 8.19   Voting.................................................................................47

   ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER..........................................................47
     SECTION 9.1    Dissolution Upon Expiration Date.......................................................47
     SECTION 9.2    Early Dissolution......................................................................47
     SECTION 9.3    Dissolution............................................................................47
     SECTION 9.4    Liquidation............................................................................48
     SECTION 9.5    Mergers, Consolidations, Amalgamations or Replacements of the Trust....................49

   ARTICLE X MISCELLANEOUS PROVISIONS......................................................................50
     SECTION 10.1   Limitation of Rights of Securityholders................................................50
     SECTION 10.2   Amendment..............................................................................50
     SECTION 10.3   Counterparts...........................................................................52
     SECTION 10.4   Separability...........................................................................52
     SECTION 10.5   Governing Law..........................................................................52
     SECTION 10.6   Payments Due on Non Business Day.......................................................52
     SECTION 10.7   Successors.............................................................................52
     SECTION 10.8   Headings...............................................................................52
     SECTION 10.9   Reports, Notices and Demands...........................................................53

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     SECTION 10.10          Agreement Not to Petition............................................................53
     SECTION 10.11          Trust Indenture Act; Conflict with Trust Indenture Act...............................54
     SECTION 10.12          Acceptance of Terms of Trust Agreement, Guarantee and Indenture......................54

Index of Exhibits:

         EXHIBIT A -- Certificate of Trust
         EXHIBIT B -- DTC Letter of Representations
         EXHIBIT C -- Form of Certificate Evidencing Common Securities
         EXHIBIT D -- Agreement as to Expenses and Liabilities
         EXHIBIT E -- Form of Certificate Evidencing Trust Preferred Securities
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