<PAGE>
                                                                    EXHIBIT 4(k)


                              Amended and Restated
    Trust Agreement for Hawaiian Electric Industries Capital Trust [II] [III]



                                      Among



                       HAWAIIAN ELECTRIC INDUSTRIES, INC.
                                 (as Depositor)



                              THE BANK OF NEW YORK
                              (as Property Trustee)



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



                                       and



                        THE REGULAR TRUSTEES NAMED HEREIN



                                       and



                      THE SEVERAL HOLDERS AS DEFINED HEREIN








                                   Dated as of
                                ________ __, 200_


<PAGE>


              Hawaiian Electric Industries Capital Trust [II] [III]

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

<Table>
<Caption>
   Trust Indenture                                 Trust Agreement
    Act Section                                        Section
---------------------                             ----------------
<S>                                               <C>
Section 310 (a)(1)                                7.07
            (a)(2)                                7.07
            (a)(3)                                7.09
            (a)(4)                                2.07(a)(ii)
            (b)                                   7.08
Section 311 (a)                                   7.13
            (b)                                   7.13
Section 312 (a)                                   5.07
            (b)                                   5.07
            (c)                                   5.07
Section 313 (a)                                   7.14
            (b)                                   7.14
            (c)                                   7.14
            (d)                                   7.14
Section 314 (a)                                   7.15
            (b)                                   Not Applicable
            (c)(1)                                7.16, 7.17
            (c)(2)                                7.16, 7.17
            (c)(3)                                Not Applicable
            (d)                                   Not Applicable
            (e)                                   7.17
Section 315 (a)                                   7.01(a), 7.03(a)
            (b)                                   7.02, 10.08
            (c)                                   7.01(a)
            (d)                                   7.01, 7.03
            (e)                                   Not Applicable
Section 316 (a)                                   Not Applicable
            (a)(1)(A)                             Not Applicable
            (a)(1)(B)                             Not Applicable
            (a)(2)                                Not Applicable
            (b)                                   Not Applicable
            (c)                                   Not Applicable
Section 317 (a)(1)                                Not Applicable
</Table>


<PAGE>

<Table>
<Caption>
   Trust Indenture                                 Trust Agreement
    Act Section                                        Section
---------------------                             ----------------
<S>                                               <C>
            (a)(2)                                Not Applicable
            (b)                                   5.09
Section 318 (a)                                   10.10
</Table>

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


<PAGE>

                                TABLE OF CONTENTS

<Table>
<S>                                                                                                            <C>
ARTICLE 1          DEFINED TERMS..............................................................................   1

         Section 1.01          Definitions....................................................................   1

ARTICLE 2          CONTINUATION OF THE TRUST..................................................................  11

         Section 2.01          Name...........................................................................  11

         Section 2.02          Office of the Delaware Trustee; Principal Place of Business....................  11

         Section 2.03          Initial Contribution of Trust Property; Expenses of the Trust..................  11

         Section 2.04          Issuance of the Trust Securities...............................................  12

         Section 2.05          Purchase of Debentures.........................................................  12

         Section 2.06          Declaration of Trust...........................................................  12

         Section 2.07          Authorization to Enter into Certain Transactions...............................  13

         Section 2.08          Assets of Trust................................................................  17

         Section 2.09          Title to Trust Property........................................................  17

ARTICLE 3          PAYMENT ACCOUNT............................................................................  17

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

ARTICLE 4          DISTRIBUTIONS; REDEMPTION..................................................................  18

         Section 4.01          Distributions..................................................................  18

         Section 4.02          Redemption.....................................................................  19

         Section 4.03          Subordination of Trust Common Securities.......................................  21

         Section 4.04          Payment Procedures.............................................................  22

         Section 4.05          Tax Returns and Reports........................................................  22

         Section 4.06          Payments under Indenture.......................................................  23

         Section 4.07          Payments of Taxes, Duties, Etc. of the Trust...................................  23

ARTICLE 5          TRUST SECURITIES CERTIFICATES..............................................................  23

         Section 5.01          Initial Ownership..............................................................  23

         Section 5.02          The Trust Securities Certificates..............................................  23

         Section 5.03          Execution and Delivery of Trust Securities Certificates........................  24

         Section 5.04          Registration of Transfer and Exchange of Trust Preferred
                               Securities Certificates........................................................  24

         Section 5.05          Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.............  24

         Section 5.06          Persons Deemed Securityholders.................................................  25
</Table>


                                       i

<PAGE>


<Table>
<S>                                                                                                            <C>
         Section 5.07          Access to List of Securityholders' Names and Addresses.........................  25

         Section 5.08          Maintenance of Office or Agency................................................  25

         Section 5.09          Appointment of Paying Agent....................................................  26

         Section 5.10          No Transfer of Trust Common Securities by Depositor............................  26

         Section 5.11          Book-Entry Trust Preferred Securities Certificates; Trust
                               Common Securities Certificate..................................................  27

         Section 5.12          Definitive Trust Preferred Securities Certificates.............................  28

         Section 5.13          Rights of Securityholders......................................................  28

ARTICLE 6          ACTS OF SECURITYHOLDERS; MEETINGS; VOTING..................................................  28

         Section 6.01          Limitations on Voting Rights...................................................  28

         Section 6.02          Notice of Meetings.............................................................  29

         Section 6.03          Meetings of Trust Preferred Security Holders...................................  29

         Section 6.04          Voting Rights..................................................................  30

         Section 6.05          Proxies, etc...................................................................  30

         Section 6.06          Securityholder Action by Written Consent.......................................  30

         Section 6.07          Record Date for Voting and Other Purposes......................................  30

         Section 6.08          Acts of Securityholders........................................................  31

         Section 6.09          Inspection of Records..........................................................  32

ARTICLE 7          THE TRUSTEES...............................................................................  32

         Section 7.01          Certain Duties and Responsibilities............................................  32

         Section 7.02          Notice of Defaults; Direct Action by Securityholders...........................  33

         Section 7.03          Certain Rights of Property Trustee.............................................  33

         Section 7.04          Not Responsible for Recitals or Issuance of Securities.........................  34

         Section 7.05          May Hold Securities............................................................  35

         Section 7.06          Compensation; Indemnity; Fees..................................................  35

         Section 7.07          Certain Trustees Required; Eligibility of Trustees.............................  36

         Section 7.08          Conflicting Interests..........................................................  36

         Section 7.09          Co-Trustees and Separate Trustee...............................................  36

         Section 7.10          Resignation and Removal; Appointment of Successor..............................  38

         Section 7.11          Acceptance of Appointment by Successor.........................................  39

         Section 7.12          Merger, Conversion, Consolidation or Succession to Business....................  40

         Section 7.13          Preferential Collection of Claims Against Depositor or Trust...................  40

         Section 7.14          Reports by Property Trustee....................................................  40
</Table>


                                       ii
<PAGE>

<Table>
<S>                                                                                                            <C>
         Section 7.15          Reports to the Property Trustee................................................  40

         Section 7.16          Evidence of Compliance with Conditions Precedent...............................  41

         Section 7.17          Statements Required in Officer's Certificate and Opinion of Counsel............  41

         Section 7.18          Number of Regular Trustees.....................................................  41

         Section 7.19          Delegation of Power............................................................  42

         Section 7.20          Voting.........................................................................  42

ARTICLE 8          DISSOLUTION AND LIQUIDATION................................................................  42

         Section 8.01          Dissolution Upon Expiration Date...............................................  42

         Section 8.02          Early Dissolution..............................................................  42

         Section 8.03          Termination of Obligations.....................................................  43

         Section 8.04          Dissolution and Liquidation....................................................  43

ARTICLE 9          MERGERS, ETC...............................................................................  44

         Section 9.01          Mergers, Consolidations, Conversions, Amalgamations or
                               Replacements of the Trust......................................................  44

ARTICLE 10         MISCELLANEOUS PROVISIONS...................................................................  45

         Section 10.01         Limitation of Rights of Securityholders........................................  45

         Section 10.02         Amendment......................................................................  46

         Section 10.03         Severability...................................................................  47

         Section 10.04         Governing Law..................................................................  47

         Section 10.05         Successors and Assigns.........................................................  47

         Section 10.06         Headings.......................................................................  47

         Section 10.07         Reports, Notices and Demands...................................................  47

         Section 10.08         Agreement Not to Petition......................................................  48

         Section 10.09         Trust Indenture Act; Conflict with Trust Indenture Act.........................  48

         Section 10.10         Acceptance of Terms of Trust Agreement, Trust Guarantee and Indenture..........  49
</Table>


                                      iii
<PAGE>


         AMENDED AND RESTATED TRUST AGREEMENT of Hawaiian Electric Industries
Capital Trust [II] [III] (the "Trust"), dated as of ______ __, 200__, among (i)
Hawaiian Electric Industries, Inc., a Hawaii corporation (the "Depositor" or the
"Company"), (ii) The Bank of New York, a New York banking corporation, as
trustee (the "Property Trustee"), (iii) The Bank of New York (Delaware), a
Delaware banking corporation, as Delaware trustee (the "Delaware Trustee"), (iv)
______________, _________________ and ___________, individuals whose address is
c/o Hawaiian Electric Industries, Inc., 900 Richards Street, Honolulu, Hawaii
96813 (the "Regular Trustees") (the Property Trustee, the Delaware Trustee and
the Regular Trustees are referred to collectively as the "Trustees"), and (v)
the several Holders (as defined herein).

                                   WITNESSETH:

         WHEREAS, the Depositor and the Trustees have heretofore duly declared
and established a statutory trust pursuant to the Delaware Statutory Trust Act
by entering into a Trust Agreement, dated as of December 19, 1996 (the "Original
Trust Agreement"), and by executing and filing with the Secretary of State of
the State of Delaware a Certificate of Trust on December 23, 1996, a copy of
which is attached hereto as Exhibit A; and

         WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the issuance and sale by the Trust of the Trust Common
Securities (as defined herein) by the Trust to the Depositor, (ii) the issuance
and sale by the Trust of the Trust Preferred Securities (as defined herein) by
the Trust pursuant to the Underwriting Agreement (as defined herein) and (iii)
the acquisition by the Trust from the Depositor of the Debentures (as defined
herein).

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

                                    ARTICLE 1
                                  DEFINED TERMS

SECTION 1.01 DEFINITIONS.

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

                  (1) each capitalized term or phrase defined in this Article 1
         has the meaning assigned to it in this Article 1 and includes the
         plural as well as the singular;

                  (2) each of the other terms used herein that is defined in the
         Trust Indenture Act, either directly or by reference therein, has the
         meaning assigned to it therein;


<PAGE>


                  (3) 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

                  (4) 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.

         (b) As used herein:

                  "Act" has the meaning specified in Section 6.08.

                  "Regular Trustees" means the individuals identified as the
         "Regular Trustees" in the preamble to this Trust Agreement, solely in
         their respective capacities as Regular Trustees of the Trust created
         and continued hereunder and not their individual capacities, or such
         Regular Trustees' successors in interest in such capacity, or any
         successor regular 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.

                  "Bankruptcy Event" means, with respect to any Person, the
         occurrence any of the following events:

                           (A) Such Person, pursuant to or within the meaning of
                  any Bankruptcy Law:

                                    (i) commences a voluntary case or
                           proceeding;

                                    (ii) consents to the entry of an order for
                           relief against it in an involuntary case or
                           proceeding;

                                    (iii) consents to the appointment of a
                           Custodian (as defined herein) of it or for all or
                           substantially all of its property, and such Custodian
                           is not discharged within 60 days;

                                    (iv) makes a general assignment for the
                           benefit of its creditors; or

                                    (v) admits in writing its inability to pay
                           its debts generally as they become due; or

                           (B) A court of competent jurisdiction enters an order
                  or decree under any Bankruptcy Law that:



                                       2
<PAGE>

                                    (i) is for relief against such Person in an
                           involuntary case or proceeding;

                                    (ii) appoints a Custodian of such Person for
                           all or substantially all of its properties; or

                                    (iii) orders the liquidation of such Person;

                  and in each case the order or decree remains unstayed and in
                  effect for 60 days.

                  "Bankruptcy Laws" means Title 11 of the United States Code, or
         similar or state law for the relief of debtors.

                  "Board Resolution" means (i) 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 a committee
         duly established thereby and to be in full force and effect on the date
         of such certification or (ii) a certificate signed by the authorized
         officer or officers of the Depositor to whom the Depositor's Board of
         Directors or a committee duly established thereby has delegated its
         authority, and in each case, delivered to the Trustees.

                  "Book-Entry Trust Preferred Securities Certificates" means
         certificates representing Trust Preferred Securities issued in global,
         fully registered form with a Depository 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 City of New York
         are authorized or required by law or executive order to remain closed
         or (c) a day on which the principal corporate trust office of the
         Property Trustee or the Debenture Trustee is closed for business.

                  "Certificate Depository Agreement" means the agreement among
         the Trust, the Property Trustee and The Depository Trust Company, as
         the initial Depository, dated as of the Closing Date, relating to the
         Book-Entry Trust Preferred Securities Certificates, as the same may be
         amended and supplemented from time to time.

                  "Closing Date" means the time and date of delivery of
         Book-Entry Trust Preferred Securities Certificates and payment therefor
         pursuant to the Underwriting Agreement.

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

                  "Commission" means the Securities and Exchange Commission, as
         from time to time constituted, created under the Securities Exchange
         Act of 1934, as amended, or, if at any time after the execution of this
         Trust Agreement 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.

                  "Company" means Hawaiian Electric Industries, Inc., a Hawaii
         corporation.


                                       3
<PAGE>


                  "Corporate Trust Office" means the principal corporate trust
         office of the Property Trustee located in the State of New York which
         at the date hereof is 101 Barclay Street, 8W, New York, New York 10286,
         Attention: Corporate Trust Administration.

                  "Creditor" has the meaning specified in Section 2.03.

                  "Custodian" means any receiver, trustee, assignee, liquidator,
         sequestrator, custodian or similar official under any Bankruptcy Law.

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

                  "Debenture Redemption Date" means, with respect to the
         Debentures of any series of Debentures to be redeemed, the date
         specified for the redemption of all or any part of such series in
         accordance with the terms thereof and Article III of the Indenture.

                  "Debenture Trustee" means The Bank of New York, a New York
         banking corporation, in its capacity as trustee under the Indenture, or
         any successor thereto appointed in accordance with the terms and
         provisions of the Indenture.

                  "Debentures" means the [ ]% Junior Subordinated Debentures,
         Series 200_ issued by the Company pursuant to the Indenture.

                  "Definitive Trust Preferred Securities Certificates" means
         certificates representing Trust Preferred Securities issued in
         certificated, fully registered form as described in Section 5.12.

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

                  "Delaware Trustee" means the entity 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.

                  "Depository" means an organization registered as a "clearing
         agency" pursuant to Section 17A of the Securities Exchange Act of 1934,
         as amended, and the rules and regulations promulgated thereunder. The
         Depository Trust Company, New York, New York, will be the initial
         Depository.

                  "Depository Participant" means a broker, lender, bank or other
         financial institution or other Person for whom from time to time the
         Depository effects book-entry transfers and pledges of interests in
         securities deposited with the Depository.

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


                                       4
<PAGE>


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

                  "Event of Default" means with respect to the Trust Preferred
         Securities (whatever the reason for such Event of Default and whether
         it shall be voluntary or involuntary or be effected by operation of law
         or pursuant to any judgment, decree or order of any court or any order,
         rule or regulation of any administrative or governmental body), (i) the
         occurrence of a Debenture Event of Default, (ii) default by the
         Property Trustee in the payment of any Distribution when it becomes due
         and payable, and continuation of such default for a period of 30 days,
         (iii) default by the Property Trustee in the payment of any Redemption
         Price of any Trust Preferred Security or Trust Common Security when it
         becomes due and payable, (iv) default in the performance, or breach, in
         any material respect, of any covenant or warranty of the Trustees
         herein (other than a covenant or warranty a default in the performance
         of which or the breach of which is covered by clause (ii) or (iii)
         above), and continuation of such default or breach for a period of 60
         days after there has been given, by registered or certified mail, to
         the defaulting Trustee or Trustees by the Holders of at least 25% in
         Liquidation Preference of the Outstanding Trust Preferred Securities, a
         written notice specifying such default or breach and requiring it to be
         remedied and stating that such notice is a "Notice of Default" under
         this Trust Agreement, or (v) the occurrence of a Bankruptcy Event with
         respect to the Property Trustee and the failure by the Company to
         appoint a successor Property Trustee within 60 days thereof.

                  "Expense Agreement" means that certain agreement between the
         Company and the Trust under which the Company agrees, for the benefit
         of each person to whom the Trust may become indebted, to pay the
         obligations of the Trust, other than the obligations of the Trust to
         pay amounts due to Holders of the Trust Preferred Securities pursuant
         to the terms of the Trust Preferred Securities.

                  "Expiration Date" has the meaning specified in Section 8.01.

                  "Extension Period" means the period or periods during which,
         pursuant to the provisions of the supplemental indenture or Officers'
         Certificate fixing the terms of the applicable series of Debentures in
         accordance with the Indenture, payments of interest on the Debentures
         are deferred by the Company electing to extend the interest payment
         periods thereof for a period (including any extensions thereof) not
         exceeding 20 consecutive quarters with respect to each such deferral
         period.

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

                  "Indemnified Person" means any of the Trustees, Affiliates of
         any Trustee, or any officers, directors, shareholders, members,
         partners, employees, representatives or agents of any Trustee, or any
         employee or agent of the Trust or its Affiliates.


                                       5
<PAGE>


                  "Indenture" means the Junior Indenture, dated as of February
         1, 1997, between the Depositor and the Debenture Trustee, as trustee
         thereunder, as amended or supplemented from time to time.

                  "Investment Company Event" means the receipt by the Trust or
         the Company of an Opinion of Counsel, rendered by a law firm having a
         recognized federal securities practice, to the effect that, as a result
         of the occurrence of a change in law or regulation or a change
         (including a prospective change) in interpretation or application of
         law or regulation by any legislative body, court, governmental agency
         or regulatory authority (a "Change in 1940 Act Law"), there is more
         than an insubstantial risk that the Trust is or will be considered an
         "investment company" that is required to be registered under the 1940
         Act, which Change in 1940 Act Law becomes effective on or after the
         date of original issuance of the Trust Preferred Securities.

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

                  "Like Amount" means (i) with respect to a redemption of Trust
         Securities, Trust Securities having an aggregate Liquidation Preference
         equal to the aggregate principal amount of Debentures to be
         contemporaneously redeemed or repaid in accordance with the Indenture
         and the proceeds of which will be used to pay the Redemption Price of
         such Trust Securities and (ii) with respect to a distribution of
         Debentures to Holders of Trust Securities in connection with the
         dissolution and liquidation of the Trust, Debentures having an
         aggregate principal amount equal to the aggregate Liquidation
         Preference of the Trust Securities of the Holders to whom such
         Debentures are distributed.

                  "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 8.04(a).

                  "Liquidation Distribution" has the meaning specified in
         Section 8.04(d).

                  "Liquidation Preference" means the stated liquidation
         preference of $__ per Trust Security.

                  "Majority in Liquidation Preference" means, with respect to
         the Trust Securities, or either class thereof, as the context may
         require, except as provided in the terms of the Trust Preferred
         Securities or by the Trust Indenture Act, Holders of Outstanding Trust
         Securities voting together as a single class or Holders of Outstanding
         Trust Preferred Securities voting separately as a class, who are the
         record owners of more than 50% of the aggregate Liquidation Preference
         (including the stated amount that would be paid on redemption,
         liquidation or otherwise, plus accumulated and unpaid Distributions to
         the date upon which the voting percentages are determined) of all
         Outstanding Trust Securities or all Outstanding Trust Preferred
         Securities, as the case may be.


                                       6
<PAGE>


                  "Maturity Date of the Debentures" means ________ __, 20__, as
         such date may be shortened or extended in accordance with the
         provisions of the Indenture.

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

                  "Officer's Certificate" means a certificate signed by any one
         of the Chairman, the President, any Vice President, the Treasurer, any
         Assistant Treasurer or the Secretary of the Depositor.

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

                  "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 issued under this Trust Agreement, except:

                           (A) Trust Securities theretofore cancelled by the
                  Regular Trustees or delivered to the Regular Trustees for
                  cancellation;

                           (B) Trust Securities for whose 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, either irrevocable notice of such redemption
                  has been duly given pursuant to this Trust Agreement or, if
                  notice conditioned on the deposit of the Redemption Price
                  shall have been given, such condition shall have been
                  satisfied;

                           (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 Section 5.05, other
                  than any such Trust Securities in respect of which there shall
                  have been presented to the Property Trustee proof satisfactory
                  to it that such Trust Securities are held by a bona fide
                  purchaser; and

                           (D) as provided in Section 8.04(c);

         provided, however, that in determining whether the Holders of the
         requisite Liquidation Preference of the Outstanding Trust Preferred
         Securities have given any request, demand, authorization, direction,
         notice, consent or waiver hereunder, Trust Preferred Securities owned
         by the Depositor, any Trustee or any Affiliate of the Depositor or any
         Trustee shall be disregarded and deemed not to be Outstanding, except
         that (a) in determining whether any Trustee shall be protected in
         relying upon any such request, demand, authorization, direction,
         notice, consent or waiver, only Trust Preferred Securities that such
         Trustee actually knows to be so owned shall be so disregarded and (b)
         the foregoing shall not apply at any time when all of the Outstanding
         Trust Preferred Securities are




                                       7
<PAGE>

         owned by the Depositor, one or more of the Trustees and/or any such
         Affiliate. Trust Preferred Securities so owned which have been pledged
         in good faith may be regarded as Outstanding if the pledgee establishes
         to the satisfaction of the Property Trustee and the Regular Trustees
         the pledgee's right so to act with respect to such Trust Preferred
         Securities and that the pledgee is not the Depositor or any Affiliate
         of the Depositor.

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

                  "Payment Account" means a segregated non-interest-bearing
         corporate trust account maintained by the Property Trustee in its trust
         department for the benefit of the Securityholders in which all amounts
         paid to the Property Trustee in respect of the Debentures or the Trust
         Guarantee will be held and from which the Property Trustee or such
         other Paying Agent shall make payments to the Securityholders in
         accordance with Article 4.

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

                  "Property Trustee" means the commercial bank or trust company
         identified as the "Property Trustee" in the preamble to this Trust
         Agreement solely in its capacity as Property Trustee of the Trust
         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
         Maturity Date of the Debentures shall be a Redemption Date for a Like
         Amount of the Trust Securities.

                  "Redemption Price" means, with respect to any Trust Security,
         the Liquidation Preference of such Trust Security, plus accumulated and
         unpaid Distributions thereon to the Redemption Date.

                  "Representatives" means _____________________________________,
         as representatives of the several underwriters named in Schedule I to
         the Underwriting Agreement (the "Underwriters").

                  "Securities Register" and "Securities Registrar" have the
         respective meanings specified in Section 5.04.

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

                  "Special Event" means a Tax Event or an Investment Company
         Event.


                                       8
<PAGE>


                  "Successor Securities" has the meaning specified in Section
         9.01.

                  "Tax Action" means (a) any amendment to or change (including
         any announced prospective change) in the laws (or any regulations
         thereunder) of the United States, or of any State or the District of
         Columbia, or of any political subdivision or taxing authority thereof
         or therein, (b) any judicial decision interpreting, applying or
         clarifying such laws or regulations or (c) any administrative
         pronouncement or action that represents an official position (including
         a clarification of an official position) of the governmental authority
         or regulatory body making such administrative pronouncement or taking
         such action, in each such case that occurs on or after the date of
         original issuance of the Trust Preferred Securities.

                  "Tax Event" means the receipt by the Company or the Trust of
         an Opinion of Counsel, rendered by a law firm having a recognized
         federal and state tax and securities practice, to the effect that, as a
         result of a Tax Action, there is more than an insubstantial risk that
         (i) the Trust is, or will be within 90 days of the date thereof,
         subject to United States federal income tax with respect to income
         received or accrued on the Debentures, (ii) interest payable by the
         Company on its Debentures is not, or within 90 days of the date thereof
         will not be, deductible by the Company, in whole or in part, for United
         States federal income tax purposes, or (iii) the Trust is, or will be
         within 90 days of the date thereof, subject to more than a de minimus
         amount of other taxes, duties or other governmental charges.

                  "Trust" means the Delaware statutory trust created and
         continued hereby and identified in the preamble to this Trust
         Agreement.

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

                  "Trust Common Security" means a [ ]% Trust Common Security
         (Liquidation Preference $__ per Trust Common Security) issued by the
         Trust representing an undivided beneficial interest in the assets of
         the Trust having a Liquidation Preference of $__ and having the rights
         provided therefor in this Trust Agreement, including the right to
         receive Distributions and a Liquidation Distribution as provided
         herein.

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

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


                                       9
<PAGE>


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

                  "Trust Preferred Security" means a [ ]% Trust Preferred
         Security, Series 200__ (Liquidation Preference $__ per Trust Preferred
         Security) issued by the Trust representing an undivided preferred
         beneficial interest in the assets of the Trust and having rights
         provided therefor in this Trust Agreement, including the right to
         receive Distributions and a Liquidation Distribution as provided
         herein.

                  "Trust Preferred Securities Beneficial Owner" means a Person
         who is the beneficial owner of a book-entry interest, as reflected in
         the books of the Depository or on the books of a Person maintaining an
         account with the Depository (directly as a Depository Participant or as
         an indirect participant or otherwise, in each case in accordance with
         the rules of the Depository).

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

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

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

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

                  "25% in Liquidation Preference" means with respect to the
         Trust Securities, or either class thereof, as the context may require,
         except as provided in the terms of the Trust Preferred Securities or by
         the Trust Indenture Act, Holders of Outstanding Trust Securities voting
         together as a single class or Holders of Outstanding Trust Preferred
         Securities voting separately as a class, who are the record owners of
         25% of the aggregate Liquidation Preference (including the stated
         amount that would be paid on redemption, liquidation or otherwise, plus
         accumulated and unpaid Distributions to the date upon which the voting
         percentages are determined) of all Outstanding Trust Securities or all
         Outstanding Trust Preferred Securities, as the case may be.

                  "Underwriting Agreement" means the Underwriting Agreement,
         dated ___________ ___, 200__, among the Trust, the Company and the
         Representatives.


                                       10
<PAGE>

                                   ARTICLE 2
                            CONTINUATION OF THE TRUST

SECTION 2.01 Name.

         The Trust created and continued hereby shall be known as "Hawaiian
Electric Industries Capital Trust [II] [III]" as such name may be modified from
time to time by the Regular Trustees following written notice to the Holders of
Trust Securities and the other Trustees, in which name the Trustees may conduct
the business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

SECTION 2.02 Office of the Delaware Trustee; Principal Place of Business.

         The address of the Delaware Trustee in the State of Delaware is White
Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Property Trustee, Securityholders
and the Depositor. The principal place of business of the Trust is c/o The Bank
of New York, 101 Barclay Street, 8W, New York, New York 10286, Attention:
Corporate Trust Administration.

SECTION 2.03 Initial Contribution of Trust Property; Expenses of the Trust.

         (a) The Property Trustee acknowledges receipt in trust from the
Depositor in connection with the Original Trust Agreement of the sum of $__,
which constituted the initial Trust Property.

         (b) The Depositor shall be responsible for and shall pay for all
obligations (other than with respect to the Trust Securities) and all costs and
expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the issuance and sale of the Trust
Preferred Securities, the fees and expenses (including reasonable counsel fees
and expenses) of the Trustees as provided in Section 7.06, the costs and
expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment,
Paying Agent(s), Securities Registrar, duplication, travel and telephone and
other telecommunications expenses and costs and expenses incurred in connection
with the disposition of Trust assets).

         (c) The Depositor will pay any and all taxes (other than United States
withholding taxes attributable to the Trust or its assets) and all liabilities,
costs and expenses with respect to such taxes of the Trust.

         (d) The Depositor's obligations under this Section 2.03 shall be for
the benefit of, and shall be enforceable by, the Property Trustee and any Person
to whom any such obligations, costs, expenses and taxes are owed (a "Creditor")
whether or not such Creditor has received notice hereof. The Property Trustee
and any such Creditor may enforce the Depositor's obligations under this Section
2.03 directly against the Depositor and the Depositor irrevocably waives any
right or remedy to require that the Property Trustee or any such Creditor take
any action against the Trust or any other Person before proceeding against the
Depositor. The


                                       11
<PAGE>

Depositor agrees to execute such additional agreements as may be necessary or
desirable in order to give full effect to the provisions of this Section 2.03.

         (e) The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

SECTION 2.04. Issuance of the Trust Securities.

         The Depositor, on behalf of the Trust, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, not less than two Regular Trustees, on behalf of the
Trust, shall execute in accordance with Section 5.02 and cause the Property
Trustee to authenticate and deliver to the Representatives pursuant to Section [
] of the Underwriting Agreement a Book-Entry Trust Preferred Securities
Certificate or Certificates, registered in the name of the nominee of the
Depository, representing __________ Trust Preferred Securities having an
aggregate Liquidation Preference of $__________, against payment by the
Representatives, on behalf of the Underwriters, and receipt by the Property
Trustee of the aggregate purchase price of such Trust Preferred Securities of
$___________. Contemporaneously therewith, not less than two Regular Trustees,
on behalf of the Trust, shall execute in accordance with Section 5.02 and
deliver to the Depositor a Trust Common Securities Certificate, registered in
the name of the Depositor, representing __________ Trust Common Securities
having an aggregate Liquidation Preference of $_________, against payment by the
Depositor and receipt by the Property Trustee of the purchase price of such
Trust Common Securities of $___________.

SECTION 2.05 Purchase of Debentures.

         Contemporaneously with the execution and delivery of this Trust
Agreement, the Regular Trustees, on behalf of the Trust, shall purchase
$__________ aggregate principal amount of Debentures from the Company, all of
which Debentures shall be registered in the name of the Property Trustee on
behalf of the Trust, and in satisfaction of the purchase price for such
Debentures, shall cause the Property Trustee, on behalf of the Trust, to deliver
the sum of $____________ to the Depositor, representing the proceeds of the
Trust Securities.

SECTION 2.06 Declaration of Trust.

         The exclusive purposes and functions of the Trust are (i) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures, (ii) to make Distributions and other payments on the Trust
Securities, (iii) to maintain the status of the Trust as a grantor trust for
United States federal income tax purposes, and (iv) except as otherwise limited
herein, to engage in only those other activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Regular Trustees shall have all rights, powers and duties set forth herein. 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 Regular Trustees set forth herein. The Delaware Trustee shall be
one


                                       12
<PAGE>

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.

SECTION 2.07 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 2.07 and Article VII, and in accordance with the
following provisions (1) and (2), 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:

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

                           (A) issuing and selling the Trust Securities in
                  accordance with this Trust Agreement, and executing and
                  delivering (after countersignature of the Trust Preferred
                  Securities by the Property Trustee) Trust Securities
                  Certificates representing the Trust Securities; provided,
                  however, that the Trust may issue no more than one series of
                  Trust Preferred Securities and no more than one series of
                  Trust Common Securities, and, provided further, that there
                  shall be no interests in the Trust other than the Trust
                  Securities, and the issuance of Trust Securities shall be
                  limited to a one-time, simultaneous issuance of both Trust
                  Preferred Securities and Trust Common Securities on the
                  Closing Date;

                           (B) causing the Trust to enter into, and executing,
                  delivering and performing on behalf of the Trust, the Expense
                  Agreement, the Certificate Depository Agreement and such other
                  agreements as may be necessary or desirable in connection with
                  the purposes and function of the Trust, including the
                  appointment of a successor Depository;

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

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

                           (E) acquiring the Debentures with the proceeds of the
                  sale of the Trust Securities and causing the Property Trustee
                  to deliver payment of the purchase price therefor; provided,
                  however, that the Regular Trustees shall cause legal title to
                  the Debentures to be held of record in the name of the
                  Property Trustee for the benefit of the Holders of the Trust
                  Securities;


                                       13
<PAGE>


                           (F) bringing or defending, paying, collecting,
                  compromising, arbitrating, resorting to legal action, or
                  otherwise adjusting claims or demands of or against the Trust
                  unless the Property Trustee has the exclusive power to so act;

                           (G) employing or otherwise engaging employees and
                  agents (who may be designated as officers with titles) and
                  managers, contractors, advisors, and consultants and paying
                  reasonable compensation for such services;

                           (H) causing the Trust to comply with the Trust's
                  obligations under the Trust Indenture Act;

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

                           (J) incurring expenses that are necessary or
                  incidental to carry out any of the purposes of the Trust;

                           (K) appointing a Person to act as Securities
                  Registrar in accordance with this Trust Agreement for the
                  Trust Securities;

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

                           (M) to the extent provided in this Trust Agreement,
                  winding up the affairs of the Trust and dissolving the Trust
                  and preparing, executing and filing the certificate of
                  cancellation with the Secretary of State of the State of
                  Delaware;

                           (N) establishing a record date with respect to all
                  actions to be taken hereunder that require a record date be
                  established, including and with respect to, for the purposes
                  of Section 316(c) of the Trust Indenture Act, Distributions,
                  voting rights, redemptions and exchanges;

                           (O) sending notices (other than notices of default)
                  or assisting the Property Trustee in sending notices and other
                  information regarding the Trust Securities and the Debentures
                  to Securityholders in accordance with this Trust Agreement;

                           (P) qualifying the Trust to do business in any
                  jurisdiction as may be necessary or desirable; provided, that
                  no such qualification may be made in any jurisdiction if the
                  effect of such qualification may be to diminish the limited
                  liability of the Holders of Trust Preferred Securities as
                  provided by this Trust Agreement and the Delaware Statutory
                  Trust Act;


                                       14
<PAGE>


                           (Q) registering transfers of the Trust Securities in
                  accordance with this Trust Agreement if the Property Trustee
                  is not the Securities Registrar; and

                           (R) executing all documents or instruments,
                  performing all duties and powers and taking any actions
                  incidental to the foregoing as the Regular Trustees may from
                  time to time determine are necessary or advisable pursuant to
                  the terms of the Trust Securities or 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).

                  (2) 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) establishing and maintaining the Payment Account
                  and appointing Paying Agents (subject to Section 5.09);

                           (B) receiving payment of the purchase price of the
                  Trust Securities;

                           (C) delivering payment of the purchase price of the
                  Debentures to the Company, as applicable, and receiving and
                  holding the Debentures in its name for the benefit of the
                  Trust;

                           (D) collecting interest, principal and any other
                  payments on the Debentures and depositing them in the Payment
                  Account;

                           (E) making Distributions and other payments to the
                  Securityholders in respect of the Trust Securities, so long as
                  the Property Trustee is acting as Paying Agent, whether solely
                  or with any co-paying agent;

                           (F) exercising all of the rights, powers and
                  privileges of a holder under the Indenture and, if any Event
                  of Default has occurred and is continuing, for the benefit of
                  the Holders of the Trust Securities, in its discretion
                  protecting and enforcing its rights as holder of the
                  Debentures subject to the rights of the Holders pursuant to
                  the terms of this Trust Agreement;

                           (G) sending notices of defaults, redemptions,
                  Extension Periods, dissolutions, liquidations and other
                  information regarding the Trust Securities and the Debentures
                  to the Securityholders in accordance with this Trust
                  Agreement;

                           (H) distributing the Trust Property in accordance
                  with the terms of this Trust Agreement;

                           (I) taking any ministerial 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); and


                                       15
<PAGE>


                           (J) registering transfers and exchanges of the Trust
                  Preferred Securities in accordance with this Trust Agreement
                  (but only if at such time the Property Trustee shall be the
                  Securities Registrar).

         (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 acting on behalf of the Trust shall not (i)
acquire any assets or investments (other than the Debentures), reinvest the
proceeds derived from investments, possess any power or otherwise act in such a
way as to vary the Trust Property 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, (v) issue any securities or other
evidences of beneficial ownership of, or beneficial interests in, the Trust
other than the Trust Securities, or (vi) take or consent to any action that
would result in the placement of a Lien on any of the Trust Property. The
Regular Trustees shall defend all claims and demands of all Persons at any time
claiming any Lien on any of the Trust Property adverse to the interest of the
Trust or the Securityholders in their capacity as Securityholders.

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

                  (1) preparing for filing with the Commission and executing on
         behalf of the Trust a registration statement on Form S-3 in relation to
         the Trust Preferred Securities, the Trust Guarantee and certain related
         obligations, including any amendments thereto;

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

                  (3) preparing for filing and executing on behalf of the Trust
         an application to the New York Stock Exchange or any other national
         stock exchange or The Nasdaq National Market for listing upon notice of
         issuance of any Trust Preferred Securities;

                  (4) preparing for filing with the Commission and executing on
         behalf of the Trust a registration statement on Form 8-A relating to
         the registration of the Trust Preferred Securities and the Trust
         Guarantee under Section 12(b) of the Securities Exchange Act of 1934,
         as amended, including any amendments thereto;


                                       16
<PAGE>


                  (5) negotiating the terms of, and executing and delivering on
         behalf of the Trust, the Underwriting Agreement providing for the sale
         of the Trust Preferred Securities and such other agreements as may be
         necessary or desirable in connection with the consummation thereof; and

                  (6) executing all documents or instruments, or performing all
         duties and powers, and doing all things for or on behalf of the Trust
         in all matters necessary or incidental to the foregoing.

         (d) Notwithstanding anything herein to the contrary, the Regular
Trustees and the Depositor are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that (i) the Trust will not be deemed to
be an "investment company" required to be registered under the 1940 Act, or
classified as an association taxable as a corporation, a partnership or other
than as a grantor trust for United States federal income tax purposes and (ii)
the Debentures will be treated as indebtedness of the Company for United States
federal income tax purposes. In this connection, each of the Regular Trustees
and the Company is authorized to take any action, not inconsistent with
applicable law, 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, the "Certificate of Trust"), or this Trust Agreement, that the
Regular Trustees and the Company determine in their discretion to be necessary
or desirable for such purposes.

SECTION 2.08 Assets of Trust.

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

SECTION 2.09 Title to Trust Property.

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

                                   ARTICLE 3
                                 PAYMENT ACCOUNT

SECTION 3.01 Payment Account.

         (a) On or prior to the Closing Date, the Property Trustee shall
establish the Payment Account. All monies and other property deposited or held
from time to time in the Payment Account shall be held by the Property Trustee
for the exclusive benefit of the Securityholders and for distributions as
provided herein, including (and subject to) any priority of payments provided
for herein. The Property Trustee shall have exclusive control of the Payment
Account for the purpose of making deposits in and withdrawals from the Payment
Account in accordance with this Trust Agreement; provided that any Paying Agent
shall have the right of withdrawal with respect to the Payment Account solely
for the purpose of making the payments contemplated under Article 4.

         (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


                                       17
<PAGE>

respect to, the Debentures and any amounts paid to the Property Trustee pursuant
to the Trust Guarantee. Amounts held in the Payment Account shall not be
invested by the Property Trustee pending distribution thereof.

                                   ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

SECTION 4.01 Distributions.

         (a) Distributions on the Trust Securities shall be cumulative, and will
accumulate whether or not there are funds of the Trust available for the payment
of Distributions. Distributions shall accumulate from ________ __, 200_ and,
except during an Extension Period for the Debentures pursuant to the provisions
of a supplemental indenture or Officer's Certificate fixing the terms of the
applicable series of Debentures and permitting such extension period, shall be
payable quarterly in arrears on March 31, June 30, September 30 and December 31
of each year, commencing on [ ] [ ], 200__. In the event that any date on which
Distributions are otherwise payable on the Trust Securities is not a Business
Day, then payment of such Distributions shall be made on the next succeeding day
that is a Business Day (and without any additional Distributions or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, payment of such Distributions shall be made
on the immediately preceding Business Day (without any reduction in
Distributions in respect of such early payment), in each case with the same
force and effect as if made on the date such payment was originally payable
(each date on which Distributions are payable in accordance with this Section
4.01 (a) is referred to as a "Distribution Date").

         (b) Within two Business Days after receipt by the Property Trustee of
notice of an Extension Period pursuant to the applicable provisions of a
supplemental indenture or Officer's Certificate fixing the terms of the
applicable series of Debentures and permitting such extension period, the
Property Trustee shall give notice thereof to the Securityholders in the manner
and to the extent provided in Section 10.07.

         (c) The Trust Securities represent undivided beneficial interests in
the Trust Property, and, subject to Sections 4.03 and 4.06 hereof, all
Distributions will be made pro rata on each of the Trust Securities.
Distributions on the Trust Securities shall be payable at a rate of [ ]% per
annum of the Liquidation Preference of the Trust Securities. The amount of
Distributions payable for any full quarterly period shall be computed on the
basis of a 360-day year of twelve 30-day months, except for any period shorter
than a full calendar month, in which case the amount shall be computed on the
basis of the actual number of days elapsed in such period. During an Extension
Period for the Debentures, the rate per annum at which Distributions on the
Trust Securities accumulate shall be increased by an amount such that the
aggregate amount of Distributions that accumulate on all Trust Securities during
any such Extension Period is equal to the aggregate amount of interest
(including interest payable on unpaid interest at the rate per annum set forth
above, compounded quarterly) that accrues during any such Extension Period on
the Debentures.

         (d) Distributions on the Trust Securities shall be made from the
Payment Account by the Property Trustee or any Paying Agent and shall be payable
on each Distribution Date only to


                                       18
<PAGE>


the extent that the Trust has funds then available in the Payment Account for
the payment of such Distributions.

         (e) Distributions on the Trust Securities on each 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, as long as
the Trust Preferred Securities are in book-entry-only form, shall be one
Business Day prior to such Distribution Date; provided, however, that in the
event that the Trust Preferred Securities are not in book-entry-only form, the
relevant record date shall be the day that is 15 days prior to the relevant
Distribution Date, whether or not a Business Day.

         (f) If Distributions are not paid when scheduled, such accumulated
Distributions shall be paid to the Holders of record of Trust Securities as they
appear on the books and records of the Trust on the record date as determined
under Section 4.01(e) above with respect to the actual payment date for such
accumulated Distributions.

SECTION 4.02 Redemption.

         (a) On each Debenture Redemption Date and the Maturity Date of the
Debentures, the Property Trustee will be required to redeem a Like Amount of the
Trust Securities at the Redemption Price.

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

                  (1) the Redemption Date;

                  (2) the Redemption Price;

                  (3) the CUSIP number;

                  (4) the place or places where Trust Securities Certificates
         are to be surrendered for payment of the Redemption Price;

                  (5) that on the Redemption Date the Redemption Price will
         become payable upon each such Trust Security to be redeemed and that
         Distributions thereon will cease to accumulate on and after such date;
         and

                  (6) if less than all of the Outstanding Trust Securities are
         to be redeemed, the identification and total Liquidation Preference of
         the particular Trust Securities to be redeemed.

         (c) Any notice of redemption may state that such redemption shall be
conditional upon the receipt by the Property Trustee not later than the close of
business on the Business Day next preceding the Redemption Date of moneys
sufficient to pay in full the Redemption Price. If the redemption notice states
that it is conditional and such moneys shall not be so received by the


                                       19
<PAGE>

close of business on the Business Day next preceding the Redemption Date (i)
such notice of redemption shall be of no force and effect, (ii) the Property
Trustee shall not redeem such Trust Securities, and (iii) the Property Trustee
shall give notice, in the manner in which the notice of redemption was given,
that such moneys were not so received and that such redemption did not occur. In
such event, the Property Trustee shall promptly return Trust Securities which it
has received to the registered owners thereof.

         (d) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or repayment on the Debenture Redemption Date or the Maturity Date of
the Debentures, as the case may be. 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 available in the Payment Account for
the payment of such Redemption Price.

         (e) If the Trust, by action of the Property Trustee, gives a notice of
redemption in respect of any Trust Preferred Securities, then, by 12:00 noon,
New York time, on the Redemption Date, subject to Section 4.02(c), the Property
Trustee will, to the extent funds are available therefor, (1) so long as the
Trust Preferred Securities are in book-entry-only form, deposit irrevocably with
the Depository funds sufficient to pay the applicable Redemption Price and will
give the Depository irrevocable instructions and authority to pay the applicable
Redemption Price to the Holders thereof or (2) if the Trust Preferred Securities
are not in book-entry-only form, deposit irrevocably 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 applicable Redemption Price to
the Holders thereof upon surrender of their Trust Preferred Securities
Certificates. Notwithstanding the foregoing, Distributions payable on or prior
to the Redemption Date for any Trust Securities called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the 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
irrevocably deposited as required, then upon the date of such deposit, all
rights of Securityholders holding Trust Securities so called for redemption will
cease, except the right of such Securityholders to receive the Redemption Price,
but without interest on such Redemption Price, and such Trust Securities will
cease to be Outstanding. In the event that any Redemption Date is not a Business
Day, then payment of the Redemption Price payable on such Redemption Date will
be made on the next succeeding day which is a Business Day (and without any
additional Distributions or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
will be made on the immediately preceding Business Day (without any reduction in
Distributions in respect of such early payment), in each case with the same
force and effect as if made on such Redemption 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 Trust Guarantee, Distributions on such Trust
Securities will continue to accumulate, at the then applicable rate, from the
Redemption Date originally established by the Trust for such Trust Securities to
the date such Redemption Price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes of calculating
the Redemption Price.


                                       20
<PAGE>


         (f) Payment of the Redemption Price on the Trust Securities shall be
made to the Holders thereof as they appear on the Securities Register for the
Trust Securities on the relevant record date, which as long as the Trust
Preferred Securities are in book-entry-only form, shall be one Business Day
prior to the Redemption Date; provided, however, that in the event that the
Trust Securities are not in book-entry-only form, the relevant record date shall
be the date that is 15 days prior to the Redemption Date.

         (g) If less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Preference of
Trust Securities to be redeemed shall be allocated on a pro rata basis (based on
Liquidation Preference) among the Trust Common Securities and the Trust
Preferred Securities. The particular Trust Preferred Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Property Trustee from the Outstanding Trust Preferred Securities not previously
called for redemption, by lot or by such method as the Property Trustee shall
deem fair and appropriate and which may provide for the selection for redemption
of portions (equal to $__ or an integral multiple of $__ in excess thereof) of
the Liquidation Preference of Trust Preferred Securities of a denomination
larger than $__, provided that, in respect of Trust Preferred Securities
registered in the name of and held of record by the Depository or its nominee
(or any successor Depository or its nominee), the distribution of the proceeds
of such redemption will be made in accordance with the procedures applied by
such Depository or nominee. The Trust may not redeem fewer than all of the
Outstanding Trust Preferred Securities unless all accumulated and unpaid
Distributions have been paid on all Trust Preferred Securities for all quarterly
distribution periods terminating on or prior to the Redemption Date. The
Property Trustee shall promptly notify the Securities Registrar in writing of
the Trust Preferred Securities selected for redemption and, in the case of any
Trust Preferred Securities selected for partial redemption, the Liquidation
Preference thereof to be redeemed. If fewer than all of the Trust Securities
represented by a Trust Securities Certificate are redeemed, not less than two
Regular Trustees shall execute for the Holder a new Trust Securities Certificate
representing the unredeemed Trust Securities. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Trust Preferred Securities shall relate, in the case of any Trust
Preferred Securities redeemed or to be redeemed only in part, to the portion of
the Liquidation Preference of Trust Preferred Securities which has been or is to
be redeemed.

SECTION 4.03 Subordination of Trust Common Securities.

         (a) Payment of Distributions on, and the Redemption Price of, the Trust
Securities, as applicable, shall be made pro rata based on the Liquidation
Preference of the Trust Securities; provided, however, that if on any
Distribution Date or Redemption Date, a Debenture Event of Default shall have
occurred and be continuing, no payment of any Distribution on, or Redemption
Price of, any Trust Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Trust Common Securities, shall
be made unless payment in full in cash of all accumulated and unpaid
Distributions on all Outstanding Trust Preferred Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price, the full amount of such Redemption Price on all Outstanding
Trust Preferred Securities then being redeemed, 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


                                       21
<PAGE>


in cash of all Distributions on, the Redemption Price of, Trust Preferred
Securities then due and payable.

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

SECTION 4.04 Payment Procedures.

         Payments of Distributions pursuant to Section 4.01 in respect of the
Trust Preferred Securities shall be made by check mailed by the Paying Agent to
the address of the Holder thereof as such address shall appear on the Securities
Register or, if the Trust Preferred Securities are held by a Depository or its
nominee, such Distributions shall be made to the Depository by wire transfer in
immediately available funds. Payment of the Redemption Price of or Liquidation
Distribution on the Trust Preferred Securities shall be made in immediately
available funds upon surrender of the Trust Preferred Securities Certificates
representing such Trust Preferred Securities at the Corporate Trust Office of
the Property Trustee or, if the Trust Preferred Securities are held by a
Depository or its nominee, such Redemption Price or Liquidation Distribution
shall be made to the Depository by wire transfer in immediately available funds.
Payments of Distributions pursuant to Section 4.01 in respect of the Trust
Common Securities, and payment of the Redemption Price of or Liquidation Payment
on the Trust Common Securities, shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Trust Common
Securities.

SECTION 4.05 Tax Returns and Reports.

         The Regular Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all 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 Regular Trustees shall (i) prepare and file (or cause to be prepared
or filed) the appropriate Internal Revenue Service Form required to be filed in
respect of the Trust in each taxable year of the Trust and (ii) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
applicable Internal Revenue Service Form 1099, or any successor form or the
information required to be provided on such form. The Regular Trustees shall
provide the Depositor and the Property Trustee with a copy of all such returns,
reports and schedules promptly after such filing or furnishing. The Trustees
shall comply with United States Federal withholding and backup withholding tax
laws and information reporting requirements with respect to any payments to
Securityholders under the Trust Securities.


                                       22
<PAGE>


SECTION 4.06 Payments under Indenture.

         Any amount payable hereunder to any Holder of Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder has directly received pursuant Section 6.04 of the Indenture and any
provisions of a supplemental indenture or Officer's Certificate fixing the terms
of the applicable series of Debentures or pursuant to the Trust Guarantee.
Notwithstanding the provisions hereunder to the contrary, Securityholders
acknowledge that any Holder of Trust Preferred Securities that receives payment
under Section 6.04 of the Indenture and any provisions of a supplemental
indenture or Officer's Certificate fixing the terms of the applicable series of
Debentures may receive amounts greater than the amount such Holder may be
entitled to receive pursuant to the other provisions of this Trust Agreement.

SECTION 4.07 Payments of Taxes, Duties, Etc. of the Trust.

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

                                   ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

SECTION 5.01 Initial Ownership.

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

SECTION 5.02 The Trust Securities Certificates.

         The Trust Securities Certificates shall be issued in denominations of
$__ Liquidation Preference and integral multiples thereof. Trust Preferred
Securities Certificates representing fractional interests shall not be issued.
Trust Common Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signatures of not less than two Regular Trustees. Trust
Preferred Securities Certificates shall be executed on behalf of the Trust by
manual or facsimile signatures of not less than two Regular Trustees and shall
be authenticated by the countersignature of the Property Trustee. Trust
Securities Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Section 5.04.


                                       23
<PAGE>


SECTION 5.03 Execution and Delivery of Trust Securities Certificates.

         On the Closing Date, the Regular Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Preference as provided in Section
2.04, to be executed on behalf of the Trust as provided in Section 5.02 and
delivered in accordance with the provisions of Section 2.04.

SECTION 5.04 Registration of Transfer and Exchange of Trust Preferred Securities
Certificates.

         (a) A registrar appointed by the Regular Trustees (the "Securities
Registrar") shall keep or cause to be kept, at the office or agency maintained
pursuant to Section 5.08, a register (the "Securities Register") in which,
subject to such reasonable regulations as it may prescribe, the Securities
Registrar shall provide for the registration of Trust Securities Certificates
(subject to Section 5.10 in the case of the Trust Common Securities
Certificates) and registration of transfers and exchanges of Trust Preferred
Securities Certificates as herein provided. The Property Trustee shall be the
initial Securities Registrar; any successor Securities Registrar shall be
appointed by the Regular Trustees.

         (b) Upon surrender for registration of transfer of any Trust Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, not less than two Regular Trustees shall execute and deliver, in the name
of the designated transferee or transferees, one or more new Trust Preferred
Securities Certificates representing the same number of Trust Preferred
Securities dated the date of execution by the Regular Trustees. At the option of
a Holder, Trust Preferred Securities Certificates may be exchanged for other
Trust Preferred Securities Certificates upon surrender of the Trust Preferred
Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08. The Securities Registrar shall not be required to
register or cause to be registered the transfer of any Trust Preferred
Securities after such Trust Preferred Securities have been called for
redemption, during the period from 15 days before mailing of notice of
redemption and ending on such notice date or after the Liquidation Date.

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

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

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

         If (i) 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


                                       24
<PAGE>


destruction, loss or theft of any Trust Securities Certificate, and (ii) there
shall be delivered to the Securities Registrar and the Regular Trustees such
security or indemnity as may be required by them to hold the Securities
Registrar, the Trustees and the Trust harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, not less than two of the Regular Trustees, 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 tenor. In connection with the issuance of
any new Trust Securities Certificate under this Section 5.05, the Regular
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 5.05 shall constitute conclusive evidence of an undivided beneficial
interest in the assets of the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Trust Securities Certificate shall be found at any
time.

SECTION 5.06 Persons Deemed Securityholders.

         Prior to due presentation of a Trust Security Certificate for
registration of transfer, the Regular 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 and Holder of such Trust
Securities Certificate for the purpose of receiving Distributions and for all
other purposes whatsoever, and neither the Trustees nor the Securities Registrar
shall be bound by any notice to the contrary.

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

         In the event that the Property Trustee is no longer the Securities
Registrar, the Regular Trustees or the Depositor shall furnish or cause to be
furnished (i) to the Property Trustee, quarterly not later than 10 days prior to
a Distribution Date, and (ii) to the Property Trustee, promptly after receipt by
the Regular Trustees or the Depositor of a request therefor from the Property
Trustee in order to enable the Paying Agent to pay Distributions in accordance
with Section 4.01 hereof, 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, in each case to the extent such information is in the
possession or control of the Regular Trustees or the Depositor and is not
identical to a previously supplied list or has not otherwise been received by
the Property Trustee. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Property Trustee,
shall be as provided in the Trust Indenture Act. Each Holder, by receiving and
holding a Trust Securities Certificate, shall be deemed to have agreed not to
hold the Depositor or the Trustees accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was
derived.

SECTION 5.08 Maintenance of Office or Agency.

         The Property Trustee shall maintain in New York, New York, an office or
offices or agency or agencies where Trust Preferred Securities 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 Property Trustee shall give prompt written


                                       25
<PAGE>


notice to the Depositor and to the Securityholders of any change in the location
of the Securities Register or any such office or agency, which shall initially
be at the Corporate Trust Office of the Property Trustee.

SECTION 5.09 Appointment of Paying Agent.

         The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Regular Trustees. Any Paying Agent shall have the
revocable power to withdraw funds from the Payment Account for the purpose of
making Distributions. The Regular Trustees may revoke such power and remove the
Paying Agent, provided that such revocation and removal with respect to the sole
Paying Agent shall not become effective until the appointment of a successor.
The Paying Agent shall initially be the Property Trustee and any co-paying agent
chosen by the Property Trustee and approved by the Regular 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 Regular Trustees and the
Depositor, and, if applicable, the Property Trustee, provided that such
resignation with respect to the sole Paying Agent shall not become effective
until the appointment of a successor. 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 Regular Trustees shall appoint a successor
that is acceptable to the Property Trustee (in the case of any other Paying
Agent) and the Depositor to act as Paying Agent (which shall be a bank or trust
company and have a combined capital and surplus of at least $50,000,000). The
Regular Trustees shall cause such successor Paying Agent or any additional
Paying Agent approved by the Regular 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 of such sums remaining unclaimed to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
such sums in its possession to the Property Trustee. The provisions of Sections
7.01, 7.03 and 7.06 shall apply to the Property Trustee also in its role as
Paying Agent, for so long as the Property Trustee shall act as Paying Agent and,
to the extent applicable, to any other Paying Agent appointed hereunder. Any
reference in this Trust Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

SECTION 5.10 No Transfer of Trust Common Securities by Depositor.

         To the fullest extent permitted by law, any attempted transfer of the
Trust Common Securities shall be void, except for transfers permitted by Article
10 of the Indenture. The Regular Trustees shall cause each Trust Common
Securities Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE EXTENT PROVIDED IN THE TRUST
AGREEMENT (AS DEFINED BELOW)". By execution of this Trust Agreement, the
Depositor agrees to the foregoing restrictions.


                                       26
<PAGE>


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

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

         (b) The Trust Preferred Securities, upon original issuance on the
Closing Date, will not be engraved but will be issued in the form of one printed
or typewritten Book-Entry Trust Preferred Securities Certificate, to be
delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Trust. Such Book-Entry Trust Preferred Securities Certificate
shall initially be registered on the Securities Register in the name of Cede &
Co., the nominee of the initial Depository. No Trust Preferred Securities
Beneficial Owner will receive a Definitive Trust Preferred Securities
Certificate representing such Trust Preferred Securities Beneficial Owner's
interest in such Book-Entry Trust Preferred Securities Certificate, except as
provided in Section 5.12. Unless and until Definitive Trust Preferred Securities
Certificates have been issued to the Trust Preferred Securities Beneficial
Owners pursuant to Section 5.12:

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

                  (2) the Trust and the Trustees shall be entitled to deal with
         the Depository for all purposes of this Trust Agreement (including the
         payment of Distributions on the Trust Preferred Securities and
         receiving approvals, votes or consents hereunder) as the sole Holder of
         the Trust Preferred Securities and shall have no obligation to the
         Trust Preferred Securities Beneficial Owners;

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

                  (4) the rights of the Trust Preferred Securities Beneficial
         Owners shall be exercised only through the Depository and shall be
         limited to those established by law and agreements between such Trust
         Preferred Securities Beneficial Owners and the Depository and/or the
         Depository Participants and pursuant to the Certificate Depository
         Agreement the Depository shall receive and transmit payments of
         Distributions to such Depository Participants. The Depository will make
         book-entry transfers among the Depository Participants; provided, that
         solely for the purposes of determining whether the Holders of the
         requisite amount of Trust Preferred Securities have voted on any matter
         provided for in this Trust Agreement, so long as Definitive Trust
         Preferred Securities Certificates have not been issued, the Trustees
         may conclusively rely on, and shall be fully protected in relying on,
         any written instrument (including a proxy) delivered to the Trustees by
         the Depository setting forth the Trust Preferred Securities Beneficial
         Owners' votes or assigning the right to vote on any matter to any other
         Person either in whole or in part.


                                       27
<PAGE>


SECTION 5.12 Definitive Trust Preferred Securities Certificates.

         If (i) the Depositor advises the Trustees in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Trust Preferred Securities Certificates or
the Depository is no longer registered or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, and
the Depositor is unable to locate a qualified successor within 90 days, (ii) the
Depositor at its option advises the Trustees in writing that it elects to
dissolve the book-entry system through the Depository or (iii) an Event of
Default occurs and is continuing and the Holders of a Majority in Liquidation
Preference of Trust Preferred Securities determine to discontinue the system of
book-entry transfers through the Depository by so notifying the Property
Trustee, then the Regular Trustees shall issue Definitive Trust Preferred
Securities Certificates. Upon surrender to the Regular Trustees of the
Book-Entry Trust Preferred Securities Certificates by the Depository,
accompanied by registration instructions, the Regular Trustees shall execute and
deliver the Definitive Trust Preferred Securities Certificates pursuant to this
Trust Agreement in accordance with the instructions of the Depository. 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. The Definitive Trust Preferred
Securities Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Regular
Trustees, as evidenced by the execution thereof by not less than two Regular
Trustees.

SECTION 5.13 Rights of Securityholders.

         The Securityholders shall not have any right or title to the Trust
Property 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 interests in the Trust. The Holders of the Trust
Securities, in their capacities as such, shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.

                                   ARTICLE 6
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.01 Limitations on Voting Rights.

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


                                       28
<PAGE>


         (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 Property Trustee with respect to the Debentures,
(ii) waive any past default which may be waived under Section 6.06 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of the Debentures is due and payable or (iv) consent to any amendment,
modification or termination of the Indenture, where such consent shall be
required, without, in each case, obtaining the prior written consent of the
Holders of a Majority in Liquidation Preference of the Outstanding Trust
Preferred Securities; provided, however, that where such consent under the
Indenture would require the consent of each holder of Debentures issued
thereunder affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Outstanding Trust
Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Trust Preferred Securities,
except by a subsequent vote of the Holders of Trust Preferred Securities. The
Property Trustee shall notify all Holders of the Trust Preferred Securities of
any notice received from the Debenture Trustee as a result of the Trust being
the holder of the Debentures. In addition to obtaining the consent of the
Holders of the Trust Preferred Securities, prior to taking any of the foregoing
actions, the Trustees shall, at the expense of the Depositor, obtain an Opinion
of Counsel experienced in such matters to the effect that the Trust will not be
classified as an association taxable as a corporation or partnership for United
States federal income tax purposes on account of such action and will continue
to be classified as a grantor trust for United States federal income tax
purposes.

         (c) Subject to Section 10.02(c) hereof, if any proposed amendment to
the Trust Agreement provides for, or the Trustees otherwise propose to effect,
(i) any action that would adversely affect in any material respect the powers,
preferences or special rights of the Trust Preferred Securities, whether by way
of amendment to this Trust Agreement or otherwise, or (ii) the dissolution or
liquidation of the Trust, other than pursuant to the terms of this Trust
Agreement, then the Holders of Outstanding Trust Preferred Securities will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of the Holders of a Majority in
Liquidation Preference of the Outstanding Trust Preferred Securities.

SECTION 6.02 Notice of Meetings.

         Notice of all meetings of the Trust Preferred Security Holders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 10.07 to each Trust Preferred Security Holder of
record, at his/her 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 6.03 Meetings of Trust Preferred Security Holders.

         (a) No annual meeting of Securityholders is required to be held.
The Regular Trustees, however, shall call a meeting of Securityholders to vote
on any matter upon the written request of the Holders of at least __% in
Liquidation Preference of the Outstanding Trust Preferred Securities and the
Regular Trustees or the Property Trustee may, at any time in their


                                       29
<PAGE>


discretion, call a meeting of Trust Preferred Security Holders to vote on any
matters as to which the Trust Preferred Security Holders are entitled to vote.

         (b) Holders of a Majority in Liquidation Preference of the Outstanding
Trust Preferred Securities, present in person or by proxy, shall constitute a
quorum at any meeting of Securityholders.

         (c) If a quorum is present at a meeting, an affirmative vote of the
Holders of a Majority in Liquidation Preference of the Outstanding Trust
Preferred Securities present, either in person or by proxy, at such meeting
shall constitute the action of the Securityholders, unless this Trust Agreement
requires a greater number of affirmative votes.

SECTION 6.04 Voting Rights.

         A Securityholder shall be entitled to one vote for each Trust Security
in respect of any matter as to which such Securityholder is entitled to vote.

SECTION 6.05 Proxies, etc.

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

SECTION 6.06 Securityholder Action by Written Consent.

         Any action which may be taken by Securityholders at a meeting may be
taken without prior notice and a meeting if Holders of the proportion of the
Outstanding Trust Preferred Securities required to approve such action shall
consent to the action in writing. Prompt notice of the taking of any action by
written consent shall be provided to the Holders who did not consent to the
taking of such action.

SECTION 6.07 Record Date for Voting and Other Purposes.

         For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or who are entitled to vote by written
consent, or for the purpose of any other action, the Regular Trustees may from
time to time fix as a record date for the determination of the identity of the
Securityholders for such purposes, (i) in the case of a meeting, a date not more



                                       30
<PAGE>


than 90 days prior to the date of the meeting of Securityholders, or (ii) in the
case of a written consent, a date that shall not precede the date upon which the
action fixing the record date is adopted by the Regular Trustees and which date
shall not be more than 10 days after the date upon which the action fixing the
record date is adopted by the Regular Trustees.

SECTION 6.08 Acts of Securityholders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Trust Agreement to be
given, made or taken by Securityholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such
Securityholders in person or by an agent duly appointed in writing; and, except
as otherwise expressly provided herein, such action shall become effective when
such instrument or instruments are delivered to the Regular Trustees. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 7.02) conclusive, if
made in the manner provided in this Section 6.08.

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

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

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

         (e) Without limiting the foregoing, a Securityholder entitled hereunder
to take any action hereunder with regard to any particular Trust Security may do
so with regard to all or any part of the Liquidation Preference 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
Preference.

         (f) If any dispute shall arise between the Securityholders and the
Regular Trustees or among such Securityholders or Trustees with respect to the
authenticity, validity or binding


                                       31
<PAGE>


nature of any request, demand, authorization, direction, consent, waiver or
other Act of such Securityholder or Trustee under this Article 6, then the
determination of such matter by the Property Trustee shall be conclusive with
respect to such matter.

SECTION 6.09 Inspection of Records.

         Upon reasonable notice to the Regular 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 7
                                  THE TRUSTEES

SECTION 7.01 Certain Duties and Responsibilities.

         (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, also
by the Trust Indenture Act. The Property Trustee, other than during the
occurrence and continuance of an Event of Default, undertakes to perform only
such duties as are specifically set forth in this Trust Agreement and, upon an
Event of Default, must exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his/her own affairs. The Trustees
shall have all the privileges, rights and immunities provided by the Delaware
Statutory Trust 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 7.01. No Indemnified Person
shall be liable, responsible or accountable in damages or otherwise to the Trust
or any employee or agent of the Trust or its Affiliates for any loss, damage or
claim incurred by reason of 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 the authority
conferred on such Indemnified Person by this Trust Agreement or by law, except
that an Indemnified Person shall be liable for any such loss, damage or claim
incurred by reason of such Indemnified Person's gross negligence (but, in the
case of the Property Trustee, nothing in this Trust Agreement shall be construed
to release the Property Trustee from liability for its own negligent action or
its own negligent failure to act) or willful misconduct with respect to such
acts or omissions. To the extent that, at law or in equity, the Regular Trustees
have duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to the Securityholders, the Regular Trustees shall not be liable to the
Trust or to any Securityholder for the Regular Trustees' 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 Regular
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 Regular
Trustees.


                                       32
<PAGE>


         (b) All payments made by the Property Trustee or any other Paying Agent
in respect of the Trust Securities shall be made only from the income and
proceeds from the Trust Property. Each Securityholder, by its acceptance of a
Trust Security, agrees that (i) it will look solely to the income and proceeds
from the Trust Property to the extent available for distribution to it as herein
provided and (ii) 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 7.01(b) does not limit the liability
of the Trustees expressly set forth elsewhere in this Trust Agreement or, in the
case of the Property Trustee, in the Trust Indenture Act.

SECTION 7.02 Notice of Defaults; Direct Action by Securityholders.

         Within 90 days after the occurrence of any Event of Default actually
known to the Property Trustee, the Property Trustee shall transmit, in the
manner and to the extent provided in Section 10.07, notice of such Event of
Default to the Securityholders, the Regular Trustees and the Depositor, unless
such Event of Default shall have been cured or waived. If the Property Trustee
has failed to enforce its rights under this Trust Agreement or the Indenture,
any Securityholder may to the fullest extent permitted by law and subject to the
terms of this Trust Agreement and the Indenture institute a legal proceeding
directly against any Person to enforce the Property Trustee's rights under this
Trust Agreement or the Indenture with respect to Debentures having a principal
amount equal to the aggregate Liquidation Preference of the Trust Preferred
Securities of such Securityholder without first instituting a legal proceeding
against the Property Trustee or any other Person. To the extent that any action
under the Indenture is entitled to be taken by the holders of at least a
specified percentage of the principal amount of the outstanding Debentures,
Holders of at least the same percentage of the Liquidation Preference of the
Outstanding Trust Preferred Securities may, to the fullest extent permitted by
law, also take such action in the name of the Trust if such action has not been
taken by the Property Trustee. Notwithstanding the foregoing, if a Debenture
Event of Default (i) relating to the Depositor's failure to pay the principal of
or interest on the Debentures has occurred and is continuing thereby resulting
in an Event of Default hereunder, then each Holder of Trust Preferred Securities
may institute a legal proceeding directly against the Depositor for enforcement
of payment to such Holder of interest on or principal of the Debentures equal to
the aggregate Liquidation Preference of the Trust Preferred Securities of such
Holder, as provided in Section 6.04 of the Indenture and any provisions of a
supplemental indenture or Officer's Certificate fixing the terms of the
applicable series of Debentures.

SECTION 7.03 Certain Rights of Property Trustee.

         Subject to the provisions of Section 7.01:

         (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;


                                       33
<PAGE>

         (b) if, other than during the occurrence and continuance of an Event of
Default, (i) in performing its duties under this Trust Agreement, the Property
Trustee is required to decide between alternative courses of action or (ii) in
construing any of the provisions in this Trust Agreement, the Property Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein or (iii) the Property Trustee is unsure of the application of any
provision of this Trust Agreement, then, except as to any matter as to which the
Trust Preferred Security Holders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken. The Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than five 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 negligent action, its own negligent failure to act or its own
willful misconduct;

         (c) the Property Trustee may consult with counsel or other experts of
its selection and the advice or opinion of such counsel or other experts with
respect to legal matters or advice within the scope of such experts' area of
expertise 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;

         (d) 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;

         (e) 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, direction, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, but the Property Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit; and

         (f) 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 and the Property Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with due
care by it hereunder.

SECTION 7.04 Not Responsible for Recitals or Issuance of Securities.

         The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness.


                                       34
<PAGE>


The Trustees shall not be accountable for the use or application by the Company
of the proceeds of the Debentures.

SECTION 7.05 May Hold Securities.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 7.08 and 7.13 and, except as provided in the
definition of the term "Outstanding" in Article 1, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

SECTION 7.06 Compensation; Indemnity; Fees.

         The Depositor agrees:

         (a) to pay to the Trustees from time to time such compensation as shall
have been agreed in writing with the Depositor for all services rendered by them
hereunder (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);

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

         (c) to the fullest extent permitted by applicable law, to indemnify and
hold harmless each Indemnified Person from and against any loss, damage or claim
incurred by such Indemnified Person by reason of 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 the 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 willful misconduct (or, in the case of the Property Trustee,
negligence or willful misconduct) with respect to such acts or omissions. To the
fullest extent permitted by applicable law, the Trust shall advance, from time
to time, expenses (including legal fees) incurred by an Indemnified Person in
defending any claim, demand, action, suit or proceeding prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt by
the Trust of an undertaking by or on behalf of the Indemnified Person to repay
such amount if it shall be determined that the Indemnified Person is not
entitled to be indemnified for the underlying cause of action as authorized by
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 7.06. The
provisions of this Section 7.06 shall survive the termination of this Trust
Agreement.


                                       35
<PAGE>


         When the Property Trustee incurs expenses or renders services in
connection with a Debenture Event of Default relating to certain bankruptcy
events, the expenses (including the reasonable charges and expenses of its
counsel) and the compensation for the services are intended to constitute
expenses of administration under any applicable federal or state bankruptcy,
insolvency or other similar law.

SECTION 7.07 Certain Trustees Required; Eligibility of Trustees.

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

         (b) There shall at all times be two or more Regular Trustees hereunder.
Each Regular 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. 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 7.08 Conflicting Interests.

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

SECTION 7.09 Co-Trustees and Separate Trustee.

         (a) Unless an Event of Default shall have occurred and be continuing,
at any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Regular Trustees
shall have the power (i) to appoint, and upon the written request of the Regular
Trustees the Depositor shall for such purpose join with the Regular 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 cotrustee, 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 Trust Property, in either case with such powers as
may be provided in the instrument of appointment, and (ii) to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to


                                       36
<PAGE>


the other provisions of this Section 7.09(a). 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.

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

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

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

                  (2) The rights, powers, duties, and obligations hereby
         conferred or imposed upon the Property Trustee in respect of any
         property covered by such appointment shall be conferred or imposed upon
         and exercised or performed by the Property Trustee or by the Property
         Trustee and such co- trustee or separate trustee jointly, as shall be
         provided in the instrument appointing such co-trustee or separate
         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 cotrustee or separate trustee.

                  (3) 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 7.09, 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 7.09.

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


                                       37
<PAGE>


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

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

SECTION 7.10 Resignation and Removal; Appointment of Successor.

         (a) No resignation or removal of any Trustee and no appointment of a
successor Trustee pursuant to this Article 7 shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 7.11.

         (b) Subject to the immediately preceding paragraph, any Trustee may
resign at any time with respect to the Trust Securities by giving written notice
thereof to the Securityholders.

         (c) Unless an Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Holder of the Trust Common
Securities. If an 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 only by Act of the Holders of a Majority in Liquidation Preference of
the Outstanding Trust Preferred Securities, delivered to such Trustee (in its
individual capacity and on behalf of the Trust). The Regular Trustees may only
be removed by the Holder of Trust Common Securities at any time.

         (d) If the instrument of acceptance by the successor Trustee required
by Section 7.11 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of resignation or removal, the Trustee may
petition, at the expense of the Depositor, any court of competent jurisdiction
for the appointment of a successor Trustee.

         (e) 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 Event of Default shall have occurred and be
continuing, the Holder of Trust Common Securities, by Act of the Holder of Trust
Common Securities delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees and the Trust and the retiring Trustee shall
comply with the applicable requirements of Section 7.11. 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 an Event of Default has occurred and is continuing, the
Holders of Trust Preferred Securities, by Act of the Securityholders of a
Majority in Liquidation Preference of the Outstanding Trust Preferred Securities
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 7.11. If any Regular Trustee shall resign, be removed or
become incapable of acting as a Regular Trustee at a time when an Event of
Default shall have occurred and be continuing, the Holder of Trust Common
Securities shall appoint a successor Regular Trustee. If no successor Trustee
shall have been so appointed by the Holder of Trust Common Securities or the
Holders of Trust Preferred Securities and accepted appointment in the manner
required by Section 7.11, any Securityholder who has been a Securityholder of
Trust Securities for at least six months may, on behalf of himself and all
others


                                       38
<PAGE>


similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (f) The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.07 and shall give notice to
the Depositor. Each notice shall include the name of the successor Trustee and
the address of its Corporate Trust Office if it is the Property Trustee.

         (g) Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Regular Trustee or Delaware Trustee who is a natural
person dies or becomes, in the opinion of the Depositor, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (i) the unanimous act of the remaining Regular Trustees if there
are at least two of them or (ii) otherwise by the Depositor (with the successor
in each case being a Person who satisfies the eligibility requirements for a
Regular Trustee or for the Delaware Trustee, as the case may be, set forth in
Section 7.07).

SECTION 7.11 Acceptance of Appointment by Successor.

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

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

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


                                       39
<PAGE>


SECTION 7.12 Merger, Conversion, Consolidation or Succession to Business.

         Any Person into which any of the Trustees that is not a natural person
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee
shall be a party, or any Person succeeding to all or substantially all the
corporate trust business of such Trustee, shall be the successor of such Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article 7, without the execution or filing of any paper or any further act
on the part of any of the parties hereto.

SECTION 7.13 Preferential Collection of Claims Against Depositor or Trust.

         If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor (whether directly or indirectly, secured or unsecured) of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), including under the terms of Section 7.05 hereof, the Property
Trustee or the Delaware Trustee, as the case may be, shall be subject to and
shall take all actions necessary in order to comply with the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
Trust (or any such other obligor).

SECTION 7.14 Reports by Property Trustee.

         (a) The Property Trustee shall transmit to Holders such reports
concerning the Property Trustee and its actions under this Trust Agreement as
may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto. If required by Section 313(a) of the Trust
Indenture Act, the Property Trustee shall, within 60 days after each May 31
following the date of this Trust Agreement deliver to Holders a brief report,
dated as of such May 31, which complies with the provisions of such Section
313(a).

         (b) A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Property Trustee with each stock exchange upon which
any Trust Preferred Securities are then listed, with the Commission and with the
Trust. The Trust will promptly notify the Property Trustee when any Trust
Preferred Securities are listed on any stock exchange.

SECTION 7.15 Reports to the Property Trustee.

         The Depositor and the Regular 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. Delivery of such reports, information and documents to the Property Trustee
is for informational purposes only and the Property Trustee's receipt of such
shall not constitute constructive notice of any information contained therein,
including the Depositor's or the Trust's compliance with any of its covenants
hereunder (as to which the Property Trustee is entitled to rely exclusively on
Officer's Certificates).


                                       40
<PAGE>

SECTION 7.16 Evidence of Compliance with Conditions Precedent.

         The Depositor and the Regular Trustees on behalf of the Trust shall
provide to the Property Trustee evidence of compliance with the 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.

SECTION 7.17 Statements Required in Officer's Certificate and Opinion of
Counsel.

         Each Officer's Certificate and Opinion of Counsel with respect to
compliance with a covenant or condition provided for in this Trust Agreement
shall include:

         (a) a statement that each Person making such Officer's Certificate or
Opinion of Counsel has read such covenant or condition;

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

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

         (d) a statement that, in the opinion of such Person, such covenant or
condition has been complied with; provided, however, that with respect to
matters of fact not involving any legal conclusion, an Opinion of Counsel may
rely on an Officer's Certificate or certificates of public officials.

SECTION 7.18 Number of Regular Trustees.

         (a) The initial number of Regular Trustees shall be three, provided
that the Holder of all of the Trust Common Securities by written instrument may,
subject to the requirements of Section 7.07(b), increase and/or decrease the
number of Regular Trustees.

         (b) If a Regular Trustee ceases to hold office for any reason and the
number of Regular Trustees is not reduced pursuant to Section 7.18(a), or if the
number of Regular Trustees is increased pursuant to Section 7.18(a), a vacancy
shall occur. The vacancy shall be filled with a Regular Trustee appointed in
accordance with Section 7.10.

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Regular Trustee shall not
operate to annul, dissolve or terminate the Trust. Whenever a vacancy shall
occur, until such vacancy is filled by the appointment of a Regular Trustee in
accordance with Section 7.10, the Regular Trustee or Trustees in office,
regardless of their number (and notwithstanding any other provision of this
Trust Agreement), shall have all the powers granted to the Regular Trustees and
shall discharge all the duties imposed upon the Regular Trustees by this Trust
Agreement.


                                       41
<PAGE>


SECTION 7.19 Delegation of Power.

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

         (b) The Regular Trustees shall have power to delegate from time to time
to such of their number, if there is more than one Regular Trustee, 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 Regular Trustees or otherwise as
the Regular Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.

SECTION 7.20 Voting.

         Except as otherwise provided in this Trust Agreement, the consent or
vote of the Regular Trustees shall be approved by not less than a majority of
the Regular Trustees.

                                   ARTICLE 8

                           DISSOLUTION AND LIQUIDATION

SECTION 8.01 Dissolution Upon Expiration Date.

         Unless earlier dissolved, the Trust shall automatically dissolve on
[             ] [  ], 20[ ] (the "Expiration Date"), following the distribution
of the Trust Property in accordance with Section 8.04.

SECTION 8.02 Early Dissolution.

         The earliest to occur of any of the following events is an "Early
Dissolution Event":

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

         (b) upon 30 days' prior written notice to the Holders of the Trust
Preferred Securities, the delivery of written direction to the Property Trustee
by the Depositor (which direction is wholly optional and within the discretion
of the Depositor) to dissolve the Trust and cause the distribution of a Like
Amount of the Debentures to the Securityholders in exchange for the Trust
Preferred Securities in accordance with Section 8.04;

         (c) the redemption of all of the Trust Securities; and

         (d) an order for dissolution or liquidation of the Trust shall have
been entered by a court of competent jurisdiction.


                                       42
<PAGE>


SECTION 8.03 Termination of Obligations.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (i) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 8.04, or upon the
redemption of all of the Trust Securities pursuant to Section 4.02, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (ii) the payment of any expenses owed by the Trust; and (iii) the
discharge of all administrative duties of the Regular Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders.

SECTION 8.04 Dissolution and Liquidation.

         (a) If an Early Dissolution Event specified in clause (a), (b) or (d)
of Section 8.02 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Regular Trustees and the Property Trustee as expeditiously as
they 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 the Debentures, subject to Sections 2.05(b) and 8.04(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:

                  (1) state the Liquidation Date;

                  (2) 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 the right to receive a Like Amount of the Debentures, as the
         case may be; and

                  (3) provide such information with respect to the mechanics by
         which Holders may exchange Trust Securities Certificates for
         certificates evidencing Debentures, or, if Section 8.04(d) applies,
         receive a Liquidation Distribution, as the Regular Trustees or the
         Property Trustee shall deem appropriate.

         (b) In order to effect the liquidation of the Trust and distribution of
the Debentures to Securityholders, the Property Trustee shall establish a record
date for such distribution (which shall be one Business Day prior to the
Liquidation Date; provided, however, that in the event that the Trust Preferred
Securities are not in book-entry-only form, such record date shall be the date
that is 15 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 such Debentures in exchange for the Outstanding Trust Securities
Certificates.

         (c) Except where Section 8.02(c) or 8.02(d) applies, on or after the
Liquidation Date (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of the Debentures will
be issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Regular Trustees or their agent for exchange, (iii) the


                                       43
<PAGE>


Depositor shall use its best efforts to have the Debentures listed on the New
York Stock Exchange or such other exchange as the Trust Preferred Securities are
then listed and shall take any reasonable action necessary to effect the
distribution of such Debentures, (iv) any Trust Securities Certificates not so
surrendered for exchange will be deemed to represent a Like Amount of the
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments or interest or principal will be
made to Holders of Trust Securities Certificates with respect to such
Debentures) and (v) all rights of Securityholders holding Trust Securities will
cease, except the right of such Securityholders to receive the Debentures upon
surrender of the Trust Securities Certificates.

         (d) In the event that, notwithstanding the other provisions of this
Section 8.04, whether because of the occurrence of a Bankruptcy Event in respect
of the Depositor, an order for termination entered by a court of competent
jurisdiction or otherwise, distribution of the Debentures in the manner provided
herein is determined by the Property Trustee not to be practicable, the Trust
Property shall be liquidated, and the Trust shall be 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 $__ per Trust Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution"). If, upon any such 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 Preferences). The Holder of the Trust Common Securities will be
entitled to receive Liquidation Distributions upon any such termination pro rata
(determined as aforesaid) with Holders of the Trust Preferred Securities, except
that, if a Debenture Event of Default has occurred and is continuing, the Trust
Preferred Securities shall have a priority over the Trust Common Securities, and
no Liquidation Distribution will be paid to the Holders of the Trust Common
Securities unless and until receipt by all Holders of the Trust Preferred
Securities of the entire Liquidation Distribution payable in respect thereof.

                                   ARTICLE 9
                                  MERGERS, ETC.

SECTION 9.01 Mergers, Consolidations, Conversions, Amalgamations or Replacements
of the Trust.

         The Trust may not merge with or into, consolidate, convert, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any Person, except as described
below or as described in this Article 9. The Trust may, at the request of the
Depositor, with the consent of the Regular Trustees and without the consent of
the Holders of the Trust Preferred Securities, merge with or into, consolidate,
convert, amalgamate, be replaced by or convey, transfer or lease its properties
and assets as an entirety or substantially as an entirety to a trust organized
as such under the laws of any state; provided, that


                                       44
<PAGE>


(i) such successor entity either (a) expressly assumes all of the obligations of
the Trust with respect to the Trust Preferred Securities or (b) substitutes for
the Trust Preferred Securities other securities having substantially the same
terms as the Trust Preferred Securities (the "Successor Securities") so long as
the Successor Securities rank the same as the Trust Preferred Securities rank
with respect to the payment of Distributions and payments upon liquidation,
redemption and otherwise, (ii) the Depositor expressly appoints a trustee of
such successor entity possessing the same powers and duties as the Property
Trustee as the holder of the Debentures, (iii) the Successor Securities are
listed, or any Successor Securities will be listed upon notification of
issuance, on any national securities exchange or other organization on which the
Trust Preferred Securities are then listed, if any, (iv) such merger,
consolidation, conversion, amalgamation, replacement, conveyance, transfer or
lease does not cause the Trust Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, conversion, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Preferred Securities
(including any Successor Securities) in any material respect, (vi) such
successor entity has a purpose substantially similar to that of the Trust, (vii)
prior to such merger, consolidation, conversion, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
to the effect that (a) such merger, consolidation, conversion, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Preferred Securities
(including any Successor Securities) in any material respect, and (b) following
such merger, consolidation, conversion, 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
or any permitted successor or assignee owns all of the common securities of such
successor entity and guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the Trust Guarantee
and this Trust Agreement. Notwithstanding the foregoing, the Trust shall not,
except with the consent of all Holders of the Trust Preferred Securities, merge
with or into, consolidate, convert, amalgamate, be replaced by or convey,
transfer or lease its properties and assets as an entirety or 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, conversion,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

SECTION 10.01 Limitation of Rights of Securityholders.

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


                                       45
<PAGE>


SECTION 10.02 Amendment.

         (a) This Trust Agreement may be amended from time to time by the
Regular Trustees and the Depositor, without the consent of any Securityholders,
(i) to cure any ambiguity, to correct or supplement any provisions in this Trust
Agreement that may be inconsistent with any other provision, or to include any
other provisions with respect to matters or questions arising under this Trust
Agreement that shall not be inconsistent with the other provisions of this Trust
Agreement, or (ii) to modify, eliminate or add to any provisions of this Trust
Agreement to such extent as shall be necessary to ensure that the Trust will be
classified for United States federal income tax purposes as a grantor trust at
all times that any Trust Preferred Securities and Trust Common Securities are
Outstanding, to ensure that the Debentures will be treated as indebtedness of
the Company 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) above, such action shall not adversely affect in any respect the
interests of any Holder of Trust Preferred Securities or Trust Common
Securities. Any amendments of this Trust Agreement pursuant to this Section
10.02(a) shall become effective when notice thereof is given to the
Securityholders.

         (b) Except as provided in Section 10.02(a) and 10.02(c) hereof, any
provision of this Trust Agreement may be amended by the Regular Trustees and the
Depositor with the consent of Holders of a Majority in Liquidation Preference of
the Outstanding Trust Preferred Securities.

         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount, timing or currency of any
Distribution or Liquidation Distribution on the Trust Securities or otherwise
adversely affect the method of payment of any Distribution or Liquidation
Distribution required to be made in respect of the Trust Securities as of a
specified date; (ii) change the redemption provisions of the Trust Securities;
(iii) restrict the right of a Securityholder to institute suit for the
enforcement of any such payment contemplated in (i) or (ii) above on or after
the related payment date; (iv) modify the first sentence of Section 2.06 hereof,
(v) authorize or issue any beneficial interest in the Trust other than as
contemplated by this Trust Agreement as of the date hereof; (vi) change the
conditions precedent for the Depositor to elect to dissolve the Trust and
distribute the Debentures to Holders of the Trust Preferred Securities as set
forth in Section 8.02; or (vii) affect the limited liability of any Holder of
Trust Preferred Securities, and, notwithstanding any other provision herein,
without the unanimous consent of the Securityholders, paragraphs (b) and (c) of
this Section 10.02 may not be amended.

         (d) Notwithstanding any other provisions of this Trust Agreement, no
amendment to this Trust Agreement shall be made without receipt by the Trust of
an Opinion of Counsel experienced in such matters to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendments will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or its exemption from regulation as an
"investment company" under the 1940 Act.

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


                                       46
<PAGE>


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

         (g) In executing any amendment to the Trust Agreement, the Property
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Officer's Certificate and Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Trust Agreement. Except as contemplated by Section 7.11, any Trustee may, but
shall not be obligated to, enter into any amendment to this Trust Agreement
which affects the Trustee's own rights, duties or immunities under this Trust
Agreement or otherwise.

SECTION 10.03 Severability.

         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 10.04 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.

SECTION 10.05 Successors and Assigns.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Trust or successor Trustee or both, including
any successor by operation of law. Except in connection with a consolidation,
merger, conversion or sale involving the Depositor that is permitted under
Article 10 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 10.06 Headings.

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

SECTION 10.07 Reports, Notices and Demands.

         (a) 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, (i) in the case of
a Holder of a Trust Preferred Security, to such Holder of a Trust Preferred
Security as such Securityholder's name and address may appear on the Securities
Register; and (ii) in the case of the Holder of a Common Security or the
Depositor, to Hawaiian Electric Industries, Inc.,


                                       47
<PAGE>

900 Richards Street, Honolulu, Hawaii 96813, Attention: Treasurer, facsimile
no.: (808) 543-7966. 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.

         (b) Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Regular Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(i) with respect to the Property Trustee to The Bank of New York, 101 Barclay
Street, 8W, New York, New York 10286, Attention: Corporate Trust Administration;
(ii) with respect to the Delaware Trustee, to The Bank of New York (Delaware),
White Clay Center, Route 273, Newark, Delaware 19711, Attention: Corporate Trust
Department; and (iii) with respect to the Regular Trustees, to the address above
for notices to the Depositor, marked "Attention: Regular Trustees of Hawaiian
Electric Industries Capital Trust [II] [III] c/o Treasurer." Such notice, demand
or other communication to or upon the Trust or the Property Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust or the Property Trustee.

SECTION 10.08 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 dissolved in accordance with Article 8, 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 or any of the Trustees takes action
in violation of this Section 10.08, 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 or any of the Trustees, as applicable, 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 estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert. The provisions of this Section 10.08
shall survive the dissolution of this Trust Agreement.

SECTION 10.09 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


                                       48
<PAGE>


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.

SECTION 10.10 Acceptance of Terms of Trust Agreement, Trust 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 TRUST
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.



                                       49
<PAGE>


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

                                             HAWAIIAN ELECTRIC INDUSTRIES, INC.,
                                             as Depositor

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

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

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



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

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

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

                                             THE BANK OF NEW YORK,
                                             as Property Trustee

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



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

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


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

                                                ------------------,
                                                as Regular Trustee


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

                                                ------------------,
                                                as Regular Trustee


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

                                                ------------------,
                                                as Regular Trustee

<PAGE>


                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                  HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST II

         THIS Certificate of Trust of Hawaiian Electric Industries Capital Trust
II (the "Trust"), dated as of December 19, 1996, is being duly executed and
filed by the undersigned, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801, et seq.).

         1. Name. The name of the business trust formed hereby is Hawaiian
Electric Industries Capital Trust II.

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

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

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

<Table>
<S>                                               <C>
THE BANK OF NEW YORK, not in its                  Robert F. Clarke, not in his individual
individual capacity but solely as trustee of      capacity, but solely as trustee of the Trust
the Trust

By: /s/ Byron Merino                              /s/ Robert F. Clarke
    ----------------------------------------      ----------------------------------------
    Name:  Byron Merino
    Title: Assistant Treasurer

THE BANK OF NEW YORK (DELAWARE),                  Robert F. Mougeout, not in his individual
not in its individual capacity but solely as      capacity, but solely as trustee of the Trust
trustee of the Trust

By: /s/ Melissa J. Beneduce                       /s/ Robert F. Mougeout
    ----------------------------------------      ----------------------------------------
    Name:  Melissa J. Beneduce
    Title: Assistant Treasurer                    Constance H. Lau, not in her individual
                                                  capacity, but solely as trustee of the Trust


                                                  /s/ Constance H. Lau
                                                  ----------------------------------------
</Table>


                                      A-1

<PAGE>

                                                                       EXHIBIT B


               THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE
            EXTENT PROVIDED IN THE TRUST AGREEMENT (AS DEFINED BELOW)

<Table>
<Caption>
                                                NO. OF TRUST
        CERTIFICATE NO.                      COMMON SECURITIES
        ---------------                      -----------------
<S>                                          <C>
             TC 1
</Table>


                 CERTIFICATE EVIDENCING TRUST COMMON SECURITIES

                                       OF

              HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST [II] [III]
                        [   ]% TRUST COMMON SECURITIES
              (LIQUIDATION PREFERENCE $      PER COMMON SECURITY)

         Hawaiian Electric Industries Capital Trust [II] [III], a statutory
trust created under the laws of the State of Delaware (the "Trust"), hereby
certifies that Hawaiian Electric Industries, Inc. (the "Holder") is the
registered owner of _______________________________________________ (________)
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated as the % Trust Common Securities
(Liquidation Preference $__ per Common Security) (the "Trust Common
Securities"). Except as provided in Section 5.10 of the Trust Agreement (as
defined below) the Trust Common Securities are not transferable and any
attempted transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Common
Securities are set forth in, and this certificate and the Trust Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of __________ __, 200_, as the same may be amended from time to
time (the "Trust Agreement"). The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

         IN WITNESS WHEREOF, the undersigned Regular Trustees of the Trust have
executed this certificate this [__] day of [_______________], 200_.

         HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST [II] [III]


         By:                                  By:
             ------------------------------      ------------------------------
             Name:                               Name:
                  -------------------------           -------------------------
             Regular Trustee                     Regular Trustee


                                      B-1
<PAGE>


                                                                       EXHIBIT C


         This Trust Preferred Security is a Book-Entry Trust Preferred
Securities Certificate within the meaning of the Trust Agreement hereinafter
referred to and is registered in the name of The Depository Trust Company (the
"Depository") or a nominee of the Depository. This Trust Preferred Security is
exchangeable for Trust Preferred Securities registered in the name of a person
other than the Depository or its nominee only in the limited circumstances
described in the Trust Agreement referred to herein and no transfer of this
Trust Preferred Security (other than a transfer of this Trust Preferred Security
as a whole by the Depository to a nominee of the Depository or by a nominee of
the Depository to the Depository or another nominee of the Depository) may be
registered except in limited circumstances.

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

                                      C-1

<PAGE>


               THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE
            EXTENT PROVIDED IN THE TRUST AGREEMENT (AS DEFINED BELOW)

<Table>
<Caption>
                                                           NO. OF
                   CERTIFICATE NO.                   PREFERRED SECURITIES
                   ---------------                   --------------------
<S>                                                  <C>
                        TP 1
                                                        -------------
</Table>


<Table>
<Caption>
                                                          AGGREGATE
                      CUSIP NO.                      LIQUIDATION PREFERENCE
                      ---------                      ----------------------
<S>                                                  <C>

                                                     $
                                                       --------------
</Table>


                CERTIFICATE EVIDENCING TRUST PREFERRED SECURITIES

                                       OF

              HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST [II] [III]

                      [   ]% TRUST PREFERRED SECURITIES,
                                  SERIES 200[ ]
               (LIQUIDATION PREFERENCE $__ PER PREFERRED SECURITY)

         Hawaiian Electric Industries Capital Trust [II] [III], a statutory
trust created under the laws of the State of Delaware (the "Trust"), hereby
certifies that Cede & Co. (the "Holder") is the registered owner of ___________
(__________) preferred securities of the Trust representing undivided preferred
beneficial interests in the assets of the Trust and designated the Hawaiian
Electric Industries Capital Trust [II] [III] [ ]% Trust Preferred Securities,
Series 200__ (Liquidation Preference $__ per Preferred Security) (the "Trust
Preferred Securities"). Subject to the terms of Section 5.11 of the Trust
Agreement (as defined herein), the Trust Preferred Securities are freely
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.04 of the Trust Agreement. The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Trust Preferred Securities are set forth in, and this
certificate and the Trust Preferred Securities represented hereby are issued
under and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust dated as of _________ __, 200[
], as the same may be amended from time to time (the "Trust Agreement"). The
Holder is entitled to the benefits of the Trust Preferred Securities Guarantee
Agreement entered into by Hawaiian Electric Industries, Inc., a Hawaii
corporation (the "Company"), and The Bank of New York, as trust guarantee
trustee, dated as of _______ __, 200_ (the "Trust Guarantee") to the extent
provided therein, together with the benefits resulting from the obligations of
the Company under the Trust Agreement, its [ ]% Junior Subordinated Debentures,
Series 200[ ] (the "Debentures") and the Indenture related thereto. The Property
Trustee will furnish a copy of the aforementioned agreements and instruments to
the Holder without charge upon written request to the Trust at its principal
place of business.


                                      C-2

<PAGE>

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

         Holders of Trust Preferred Securities shall be entitled to receive
cumulative cash distributions at a rate per annum of [ ]% of the stated
liquidation preference of $__ per Trust Preferred Security. Distributions on the
Trust Preferred Securities shall, from the date of original issue, accumulate
and be cumulative and shall be payable quarterly in arrears on ______ __, ______
__, ________ ___ and ________ __ of each year, commencing on ______ __, 200[ ].
Amounts available to the Trust for distribution to the Holders of the Trust
Preferred Securities will be limited to payments received by the Trust on the
Debentures. Distributions not paid on the scheduled payment date will accumulate
and compound quarterly (to the extent permitted by applicable law) at the rate
of [ ]% per annum.

         The amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months, except for any period shorter than a full calendar month, in
which case the amount shall be computed on the basis of the actual number of
days elapsed in such period. If the Trust Preferred Securities are in book-entry
only form, Distributions will be payable to the holders of record of the Trust
Preferred Securities as they appear on the books and records of the Trust on the
Business Day prior to the relevant payment dates. If the Trust Preferred
Securities are not in book-entry only form, the relevant record date shall be
the date which is 15 days prior to the relevant payment date, whether or not a
Business Day. If Distributions are not paid when scheduled, the accumulated
Distributions shall be paid to the holders of record of the Trust Preferred
Securities as they appear on the books and records of the Trust on the relevant
record date as determined under the Trust Agreement with respect to the actual
payment date for such Distributions. In the event that any date on which a
Distribution is payable is not a Business Day, payment of such Distribution
shall be made on the next succeeding day which is a Business Day (without any
additional Distributions or other payment in respect of any such delay) except
that, if such Business Day falls in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day (without any
reduction of Distributions or other payments in respect of such early payment),
in each case with the same force and effect as if made on the date such payment
was originally payable.

         The Trust Preferred Securities shall be redeemable as provided in the
Trust Agreement.

         Unless otherwise expressly provided or unless the context otherwise
requires, capitalized terms or phrases used herein and not otherwise defined
herein shall have the meaning or meanings assigned to such terms or phrases in
the Trust Agreement.



                                      C-3
<PAGE>


         IN WITNESS WHEREOF, the undersigned Regular Trustees of the Trust have
executed this certificate this [ ] day of [ ], 200_.


                                            HAWAIIAN ELECTRIC INDUSTRIES CAPITAL
                                            TRUST [II] [III]

                                            By:
                                               ---------------------------------
                                                Name:
                                                      -------------------
                                                      Regular Trustee


                                            By:
                                               ---------------------------------
                                                Name:
                                                      -------------------
                                                      Regular Trustee



                                      C-4
<PAGE>


                          CERTIFICATE OF AUTHENTICATION

         This Certificate is one of the issue of Trust Preferred Securities
described in the Trust Agreement.

         Date of Authentication:  [               ], 200_.


                                            THE BANK OF NEW YORK,
                                            as Property Trustee

                                            By:
                                               ---------------------------------
                                               Authorized Signatory



                                      C-5
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned assigns and transfers to:



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

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

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

         -----------------------------------------------------------------------
         (Insert address and zip code of assignee)

                  Trust Preferred Securities represented by this Trust Preferred
         -------- Securities Certificate and irrevocably appoints


         -----------------------------------------------------------------------
         agent to transfer said Trust Preferred Securities on the books of the
         Trust. The agent may substitute another to act for him or her.

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

         Signature:
                   --------------------------------
         (Sign exactly as your name appears in this Trust Preferred Securities
         Certificate)



                                      C-6