<PAGE>   1


                                                                     EXHIBIT 4.8



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




                      AMENDED AND RESTATED TRUST AGREEMENT



                             COX RADIO TRUST [____]

                      Dated as of ____________ ___, ______

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


<PAGE>   2


                                TABLE OF CONTENTS

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

<TABLE>
<S>              <C>                                                             <C>
SECTION 1.1      Definitions......................................................2

                                          ARTICLE II
                                      TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application.................................8
SECTION 2.2      Lists of Holders of Securities...................................9
SECTION 2.3      Reports by the Property Trustee..................................9
SECTION 2.4      Periodic Reports to Property Trustee.............................9
SECTION 2.5      Evidence of Compliance with Conditions Precedent.................9
SECTION 2.6      Events of Default; Waiver.......................................10
SECTION 2.7      Event of Default; Notice........................................11

                                          ARTICLE III
                                         ORGANIZATION

SECTION 3.1      Name............................................................12
SECTION 3.2      Office..........................................................12
SECTION 3.3      Purpose.........................................................12
SECTION 3.4      Authority.......................................................12
SECTION 3.5      Title to Property of the Trust..................................13
SECTION 3.6      Powers and Duties of the Administrative Trustees................13
SECTION 3.7      Prohibition of Actions by the Trust and the Trustees............15
SECTION 3.8      Powers and Duties of the Property Trustee.......................16
SECTION 3.9      Certain Duties and Responsibilities of the Property Trustee.....19
SECTION 3.10     Certain Rights of Property Trustee..............................20
SECTION 3.11     Delaware Trustee................................................22
SECTION 3.12     Execution of Documents..........................................23
SECTION 3.13     Not Responsible for Recitals or Issuance of Securities..........23
SECTION 3.14     Duration of Trust...............................................23
SECTION 3.15     Mergers.........................................................23

                                         ARTICLE IV
                                           SPONSOR

SECTION 4.1      Sponsor's Purchase of Common Securities.........................25
SECTION 4.2      Responsibilities of the Sponsor.................................26
SECTION 4.3      Right to Proceed................................................26
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<CAPTION>

                                         ARTICLE V
                                          TRUSTEES

<S>              <C>                                                             <C>
SECTION 5.1      Number of Trustees; Appointment of Co-Trustee...................26
SECTION 5.2      Delaware Trustee................................................27
SECTION 5.3      Property Trustee; Eligibility...................................27
SECTION 5.4      Certain Qualifications of Administrative Trustees and
                 Delaware Trustee Generally......................................28
SECTION 5.5      Administrative Trustees.........................................28
SECTION 5.6      Delaware Trustee................................................29
SECTION 5.7      Appointment, Removal and Resignation of Trustees................29
SECTION 5.8      Vacancies among Trustees........................................31
SECTION 5.9      Effect of Vacancies.............................................31
SECTION 5.10     Meetings........................................................31
SECTION 5.11     Delegation of Power.............................................32
SECTION 5.12     Merger, Conversion, Consolidation or Succession to Business.....32
SECTION 5.13     Compensation....................................................32

                                         ARTICLE VI
                                        DISTRIBUTIONS

SECTION 6.1      Distributions...................................................33

                                         ARTICLE VII
                                    ISSUANCE OF SECURITIES

SECTION 7.1      General Provisions Regarding Securities.........................33
SECTION 7.2      Execution and Authentication....................................33
SECTION 7.3      Form and Dating.................................................34
SECTION 7.4      Registrar and Paying Agent......................................35
SECTION 7.5      Paying Agent to Hold Money in Trust.............................36
SECTION 7.6      Replacement Securities..........................................36
SECTION 7.7      Outstanding Preferred Securities................................37
SECTION 7.8      Preferred Securities in Treasury................................37
SECTION 7.9      Temporary Securities............................................37
SECTION 7.10     Cancellation....................................................37
SECTION 7.11     CUSIP Numbers...................................................38

                                        ARTICLE VIII
                                    DISSOLUTION OF TRUST

SECTION 8.1      Dissolution of Trust............................................38

                                         ARTICLE IX
                                     TRANSFER OF INTERESTS

SECTION 9.1      Transfer of Securities..........................................39
</TABLE>


                                       ii

<PAGE>   4

<TABLE>
<S>              <C>                                                             <C>
SECTION 9.2      Transfer Procedures and Restrictions............................39
SECTION 9.3      Deemed Security Holders.........................................42
SECTION 9.4      Book Entry Interests............................................43
SECTION 9.5      Notices to Clearing Agency......................................43
SECTION 9.6      Appointment of Successor Clearing Agency........................43

                                          ARTICLE X
                         LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                                     TRUSTEES OR OTHERS

SECTION 10.1     Liability.......................................................44
SECTION 10.2     Exculpation.....................................................44
SECTION 10.3     Fiduciary Duty..................................................44
SECTION 10.4     Indemnification.................................................45
SECTION 10.5     Outside Businesses..............................................48

                                          ARTICLE XI
                                          ACCOUNTING

SECTION 11.1     Fiscal Year.....................................................48
SECTION 11.2     Certain Accounting Matters......................................49
SECTION 11.3     Banking.........................................................49
SECTION 11.4     Withholding.....................................................49

                                         ARTICLE XII
                                   AMENDMENTS AND MEETINGS

SECTION 12.1     Amendments......................................................50
SECTION 12.2     Meetings of the Holders of Securities;
                 Action by Written Consent.......................................52

                                        ARTICLE XIII
                             REPRESENTATIONS OF PROPERTY TRUSTEE
                                     AND DELAWARE TRUSTEE

SECTION 13.1     Representations and Warranties of Property Trustee..............53
SECTION 13.2     Representations and Warranties of Delaware Trustee..............54


                                        ARTICLE XIV
                                       MISCELLANEOUS

SECTION 14.1     Notices.........................................................55
SECTION 14.2     Governing Law...................................................56
SECTION 14.3     Intention of the Parties........................................56
SECTION 14.4     Headings........................................................57
SECTION 14.5     Successors and Assigns..........................................57
</TABLE>


                                      iii
<PAGE>   5

<TABLE>
<S>              <C>                                                           <C>
SECTION 14.6     Partial Enforceability..........................................57
SECTION 14.7     Counterparts....................................................57


Term of Preferred Securities and Common Securities..............................I-1
EXHIBIT A-1      Form of Preferred Security Certificate........................A1-1
EXHIBIT A-2      Form of Common Security Certificate...........................A2-1
EXHIBIT B        Specimen Debenture.............................................B-1
EXHIBIT C        Underwriting Agreement.........................................C-1
</TABLE>


                                       iv
<PAGE>   6


                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>

         Section of
         Trust Indenture Act                                                            Section of
         of 1939, as amended                                                            Agreement
         -------------------                                                            ---------
         <S>                                                                            <C>
         310(a).................................................................        5.3(a)
         310(b).................................................................        5.3(c)
         310(c).................................................................        Inapplicable
         311(a) and (b).........................................................        5.3(c)
         311(c).................................................................        Inapplicable
         312(a).................................................................        2.2(a)
         312(b).................................................................        2.2(b)
         313....................................................................        2.3
         314(a).................................................................        2.4
         314(b).................................................................        Inapplicable
         314(c).................................................................        2.5
         314(d).................................................................        Inapplicable
         314(e).................................................................        1.1, 2.5
         314(f).................................................................        Inapplicable
         315(a).................................................................        3.9(b)
         315(b).................................................................        2.7(a)
         315(c).................................................................        3.9(a)
         315(d).................................................................        3.9(b)
         316(a) and (b).........................................................        2.6 and
                                                                                        Annex I
         316(c).................................................................        3.6(f)
         317(a).................................................................        3.8(h)
         317(b).................................................................        3.8(i)
</TABLE>

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

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


                                       v
<PAGE>   7


                              AMENDED AND RESTATED
                                 TRUST AGREEMENT
                                       OF
                             COX RADIO TRUST [____]

                  AMENDED AND RESTATED TRUST AGREEMENT (the "Agreement") dated
and effective as of ____________ ___, ______ by the Trustees (as defined
herein), the Sponsor (as defined herein) and by the holders, from time to time,
of undivided beneficial interests in the assets of the Trust (as defined herein)
to be issued pursuant to this Agreement;

                  WHEREAS, certain of the Trustees and the Sponsor established
Cox Radio Trust [____] (the "Trust"), a trust created under the Business Trust
Act (as defined herein) pursuant to a Declaration of Trust dated as of
____________ ___, ______ (the "Original Declaration"), and a Certificate of
Trust filed with the Secretary of State of the State of Delaware on ____________
___, ______, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in certain Debentures of the Debenture Issuer
(each as hereinafter defined) and engaging in only those activities necessary,
advisable or incidental thereto;

                  WHEREAS, the parties hereto desire to amend and restate each
and every term and provision of the Original Declaration; and

                  NOW, THEREFORE, it being the intention of the parties hereto
that the Trust continue as a business trust under the Business Trust Act, that
the Original Declaration be amended and restated in its entirety as provided
herein and that this Agreement constitute the governing instrument of such
business trust, the Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Agreement and, in
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties, intending to be legally bound hereby, agree as follows:

<PAGE>   8


                                   ARTICLE I
                         INTERPRETATION AND DEFINITIONS

SECTION 1.1       Definitions.

                  Unless the context otherwise requires:

                  (a)      capitalized terms used in this Agreement but not
         defined in the preamble above or elsewhere herein have the respective
         meanings assigned to them in this Section 1.1;

                  (b)      a term defined anywhere in this Agreement has the
         same meaning throughout;

                  (c)      all references to "the Agreement" or "this Agreement"
         are to this Agreement and each Annex and Exhibit hereto, as modified,
         supplemented or amended from time to time;

                  (d)      all references in this Agreement to Articles and
         Sections and Annexes and Exhibits are to Articles and Sections of and
         Annexes and Exhibits to this Agreement unless otherwise specified;

                  (e)      a term defined in the Trust Indenture Act (as
         defined herein) has the same meaning when used in this Agreement unless
         otherwise defined in this Agreement or unless the context otherwise
         requires; and

                  (f)      a reference to the singular includes the plural and
         vice versa.

                  "Administrative Trustee" has the meaning set forth in Section
5.1.

                  "Affiliate" has the same meaning as given to that term in Rule
405 under the Securities Act or any successor rule thereunder.

                  "Agent" means any Paying Agent or Registrar.

                  "Agreement" means this Amended and Restated Trust Agreement,
dated as of ____________ ___, ______, including Annex I and all the exhibits
hereto.

                  "Authorized Officer" of a Person means any other Person that
is authorized to legally bind such former Person.

                  "Book Entry Interest" means a beneficial interest in a Global
Preferred Security Certificate registered in the name of a Clearing Agency or
its nominee, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.


                                       2
<PAGE>   9

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which banking institutions in The City of New York are authorized
or required by law, regulation or executive order to close.

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

                  "Clearing Agency" means an organization registered as a
"Clearing Agency" pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Preferred Securities and in whose name or in the name of a
nominee of that organization shall be registered a global certificate and which
shall undertake to effect book-entry transfers and pledges of the Preferred
Securities.

                  "Closing Time" means the Closing Time as defined in the
Underwriting Agreement.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor legislation.

                  "Commission" means the United States Securities and Exchange
Commission as from time to time constituted, or if at any time after the
execution of this Agreement such Commission is not existing and performing the
duties now assigned to it under applicable federal securities laws, then the
body performing such duties at such time.

                  "Common Securities" has the meaning specified in Section
7.1(a).

                  "Common Securities Guarantee" means the Common Securities
Guarantee Agreement, dated as of ____________ ___, ______ of the Sponsor in
respect of the Common Securities.

                  "Company Indemnified Person" means (a) any Administrative
Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers,
directors, shareholders, members, partners, employees, representatives or agents
of any Administrative Trustee or any Affiliate of any Administrative Trustee; or
(d) any officer, employee or agent of the Trust or its Affiliates; provided that
the term "Company Indemnified Person" shall not include any Fiduciary
Indemnified Person.

                  "Corporate Trust Office" means the office of the Property
Trustee for the conduct of corporate trust business at which matters related to
this Agreement shall, at any particular time, be principally administered, which
office at the date of execution of this Agreement is located at 101 Barclay
Street, Floor 21 West, New York, New York 10286, Attention: Corporate Trust
Administration.

                  "Covered Person" means: (a) any officer, director,
shareholder, partner, member, representative, employee or agent of (i) the Trust
or (ii) the Trust's Affiliates; and (b) any Holder of Securities.


                                       3
<PAGE>   10

                  "Debenture Issuer" means Cox Radio, Inc., a Delaware
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

                  "Debentures" means the _____% Junior Subordinated Deferrable
Interest Debentures due ________ of the Debenture Issuer issued pursuant to the
Indenture.

                  "Debenture Trustee" means The Bank of New York, a New York
banking corporation, as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

                  "Default" means an event, act or condition that with notice of
lapse of time, or both, would constitute an Event of Default.

                  "Definitive Preferred Securities" has the meaning set forth
in Section 7.3(a).

                  "Delaware Trustee" has the meaning set forth in Section 5.1.

                  "Direct Action" has the meaning set forth in Section 3.8(e).

                  "Distribution" means a distribution payable to Holders of
Securities in accordance with Section 6.1.

                  "DTC" means The Depository Trust Corporation, the initial
Clearing Agency.

                  "Event of Default" means, with respect to the Securities, an
Event of Default (as defined in the Indenture) that has occurred and is
continuing in respect of the Debentures.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.

                  "Fiduciary Indemnified Person" has the meaning set forth in
Section 10.4(b).

                  "Fiscal Year" has the meaning set forth in Section 11.1.

                  "Global Preferred Security" has the meaning set forth in
Section 7.3(a).

                  "Holder" means a Person in whose name a Security or Successor
Security is registered, such Person being a beneficial owner within the meaning
of the Business Trust Act.

                  "Indemnified Person" means a Company Indemnified Person or a
Fiduciary Indemnified Person.

                  "Indenture" means the Junior Subordinated Debentures Indenture
dated as of ____________ ___, ______, between the Debenture Issuer and the
Debenture Trustee relating to the Debenture Issuer's junior subordinated
debentures as amended or supplemented from time to time.



                                       4
<PAGE>   11


                  "Investment Company" means an investment company as defined
in the Investment Company Act.

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

                  "Investment Company Event" means that the Trust has received
an opinion of counsel experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" under the Investment Company Act that is required to be registered
under this law, which change becomes effective on or after the date of this
Agreement.

                  "Legal Action" has the meaning set forth in Section 3.6(h).

                  "Like Amount" has the meaning set forth in Section 3 of Annex
I hereto.

                  "Liquidation Amount" has the meaning set forth in Section 2 of
Annex I hereto.

                  "List of Holders" has the meaning set forth in Section 2.2(a).

                  "Majority in Liquidation Amount" means, with respect to the
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holders of outstanding Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of more than 50% of the aggregate Liquidation
Amount (including the 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 Securities of the relevant
class.

                  "Officers' Certificate" means, with respect to any Person, a
certificate signed by the Chief Executive Officer, the Chief Financial Officer,
the President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary. Any Officers' Certificate delivered by
the Trust shall be signed by at least one Administrative Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Agreement shall include:

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

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

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


                                       5
<PAGE>   12

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

                  "Option Closing Date" means the date of closing of any sale of
Option Preferred Securities (as defined in the Underwriting Agreement) or, if
such term is not defined in the Underwriting Agreement, the date of closing of
any sale of securities to the underwriters named in such Underwriting Agreement
solely to cover over-allotments.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of the Sponsor, and who shall be reasonably acceptable to the
Property Trustee, provided, that the General Counsel or Assistant General
Counsel of the Sponsor shall be deemed to be reasonably acceptable to the
Trustee.

                  "Participants"  has the meaning specified in Section 7.3(a).

                  "Paying Agent" has the meaning specified in Section 7.4.

                  "Payment Amount" has the meaning specified in Section 6.1.

                  "Person" means a legal person, including any individual,
corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

                  "Preferred Securities" has the meaning specified in Section
7.1(a).

                  "Preferred Securities Guarantee" means the Preferred
Securities Guarantee Agreement dated as of ____________ ___, ______ of the
Sponsor in respect of the Preferred Securities.

                  "Preferred Security Beneficial Owner" means, with respect to a
Book Entry Interest, a Person who is the beneficial owner of such Book-Entry
Interest, as reflected on the books of the Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance
with the rules of such Clearing Agency).

                  "Property Trustee" has the meaning set forth in Section
5.3(a).

                  "Property Trustee Account" has the meaning set forth in
Section 3.8(c).

                  "Quorum" means a majority of the Administrative Trustees or,
if there are only two Administrative Trustees, both of them.

                  "Registrar" has the meaning set forth in Section 7.4.

                  "Related Party" means, with respect to the Sponsor, any direct
or indirect wholly owned subsidiary of the Sponsor or any other Person that
owns, directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.


                                       6
<PAGE>   13

                  "Responsible Officer" means, with respect to the Property
Trustee, any officer within the Corporate Trust Office of the Property Trustee
with direct responsibility for the administration of this Agreement, including
any vice-president, any assistant vice-president, any assistant secretary, any
assistant treasurer or other officer of the Corporate Trust Office of the
Property Trustee customarily performing functions similar to those performed by
any of the above designated officers and also means, with respect to a
particular corporate trust matter, any other officer of the Property Trustee to
whom such matter is referred because of that officer's knowledge of and
familiarity with the particular subject.

                  "Securities" or "Trust Securities" means the Common Securities
and the Preferred Securities.

                  "Securities Act" means the Securities Act of 1933, as amended
from time to time, or any successor legislation.

                  "Securities Guarantees" means the Common Securities Guarantee
and the Preferred Securities Guarantee.

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

                  "Sponsor" means Cox Radio, Inc., a Delaware corporation, or
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination or conversion, in its capacity as sponsor of the
Trust.

                  "Successor Delaware Trustee" has the meaning set forth in
Section 5.7(b)(ii).

                  "Successor Entity" has the meaning set forth in Section
3.15(b)(i).

                  "Successor Property Trustee" has the meaning set forth in
Section 3.8(f)(ii).

                  "Successor Securities" has the meaning set forth in Section
3.15(b)(i)(B).

                  "Super Majority" has the meaning set forth in Section
2.6(a)(ii).

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


                                       7
<PAGE>   14

                  "10% in Liquidation Amount" means, with respect to the
Securities, except as provided in the terms of the Preferred Securities or by
the Trust Indenture Act, Holders of outstanding Securities voting together as a
single class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of 10% or more of the aggregate Liquidation
Amount (including the 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 Securities of the relevant
class.

                  "Treasury Regulations" means the income tax regulations,
including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).

                  "Trustee" or "Trustees" means each Person who has signed this
Agreement as a trustee, so long as such Person shall continue as Trustee of the
Trust in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed, qualified and serving as Trustees in accordance
with the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
as amended from time to time, or any successor legislation.

                  "Underwriting Agreement" means the Underwriting Agreement for
the offering and sale of Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

SECTION 2.1       Trust Indenture Act; Application.

         (a)      This Agreement is subject to the provisions of the Trust
Indenture Act that are required to be part of this Agreement in order for this
Agreement to be qualified under the Trust Indenture Act 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 and to the extent that any provision of this Agreement
limits, qualifies or conflicts with the duties imposed by ss.ss. 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

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


                                       8
<PAGE>   15

SECTION 2.2       Lists of Holders of Securities.

         (a)      Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 7 Business Days prior to payment of
Distributions, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

         (b)      The Property Trustee shall comply with its obligations under
ss.ss. 311(a), 311(b) and 312(b) of the Trust Indenture Act.

SECTION 2.3       Reports by the Property Trustee.

                  Within 60 days after September 1 of each year, commencing
September 1, ____, the Property Trustee shall provide to the Holders of the
Preferred Securities such reports as are required by ss. 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by ss. 313 of the
Trust Indenture Act. The Property Trustee shall also comply with the
requirements of ss. 313(d) of the Trust Indenture Act.

SECTION 2.4       Periodic Reports to Property Trustee.

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

SECTION 2.5       Evidence of Compliance with Conditions Precedent.

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


                                       9
<PAGE>   16

SECTION 2.6       Events of Default; Waiver.

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

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

         (ii)     requires the consent or vote of greater than a majority in
aggregate principal amount of the holders of the Debentures (a "Super Majority")
to be waived under the Indenture, the Event of Default under the Agreement may
only be waived by the vote of the Holders of at least the proportion in
aggregate Liquidation Amount of the Preferred Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of ss.
316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Agreement and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Agreement, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Agreement without any further act, vote, or
consent of the Holders of the Common Securities.

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

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

                  (ii)     requires the consent or vote of a Super Majority to
         be waived, except where the Holders of the Common Securities are deemed
         to have waived such Event of Default under the Agreement as provided
         below in this Section 2.6(b), the Event of Default under the Agreement
         may only be waived by the vote of the Holders of at least the
         proportion in aggregate Liquidation Amount of the Common Securities
         that the relevant Super Majority represents of the aggregate principal
         amount of the Debentures outstanding;


                                       10
<PAGE>   17

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of ss.ss. 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
ss.ss. 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Agreement and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default with respect to the
Common Securities or impair any right consequent thereon.

         (c)      A waiver of an Event of Default under the Indenture by the
Property Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this Agreement.
The foregoing provisions of this Section 2.6(c) shall be in lieu of ss.
316(a)(1)(B) of the Trust Indenture Act and such ss. 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Agreement and the
Securities, as permitted by the Trust Indenture Act.

SECTION 2.7       Event of Default; Notice.

         (a)      The Property Trustee shall, within 90 days after the
occurrence of any default with respect to the Securities, transmit by mail,
first class postage prepaid, to the Holders of the Securities and to the
Sponsor, notices of all such defaults actually known to a Responsible Officer of
the Property Trustee, unless such defaults have been cured before the giving of
such notice (the term "defaults" for the purposes of this Section 2.7(a) being
hereby defined to be a Default as defined in the Indenture, not including any
periods of grace provided for therein and irrespective of the giving of any
notice provided therein); provided that, except for a default in the payment of
principal of (or premium, if any) or interest on any of the Debentures, the
Property Trustee shall be protected in withholding such notice if and so long as
a committee of Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

         (b)      The Property Trustee shall not be deemed to have actual
knowledge of any default except:

                  (i)      a default under Sections 6.01(a) and 6.01(b) of the
         Indenture; or

                  (ii)     any default as to which the Property Trustee shall
         have received written notice or of which a Responsible Officer of the
         Property Trustee charged with the administration of the Agreement shall
         have actual knowledge.


                                       11
<PAGE>   18

         (c)      Within ten Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit notice of such Event of Default to the Holders
of the Preferred Securities, the Administrative Trustees and the Sponsor, unless
such Event of Default shall have been cured, waived or otherwise eliminated. The
Sponsor and the Administrative Trustees shall file annually with the Property
Trustee a certification as to whether or not they are in compliance with all the
conditions and covenants applicable to them under this Agreement.

                                  ARTICLE III
                                  ORGANIZATION

SECTION 3.1       Name.

                  The Trust continued hereby is named "Cox Radio Trust [___]" as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Delaware Trustee, the Property Trustee and the
Holders of Securities. The Trust's activities may be conducted under the name of
the Trust or any other name deemed advisable by the Administrative Trustees.

SECTION 3.2       Office.

                  The address of the principal office of the Trust is c/o Cox
Radio, Inc., 1400 Lake Hearn Drive, Atlanta, Georgia 30319. On ten Business
Days' prior written notice to the Delaware Trustee, the Property Trustee and the
Holders of Securities, the Administrative Trustees may designate another
principal office.

SECTION 3.3       Purpose.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Securities, (b) use the proceeds from the sale of the Securities
to acquire the Debentures in an aggregate principal amount equal to the
aggregate Liquidation Amount of such Securities, and (c) except as otherwise
limited herein, to engage in only those other activities necessary, advisable or
incidental thereto, including without limitation, those activities specified in
Sections 3.6, 3.8, 3.9, 3.10, 3.11 and/or 3.12.

SECTION 3.4       Authority.

                  Subject to the limitations provided in this Agreement and to
the specific duties of the Property Trustee, the Administrative Trustees shall
have exclusive and complete authority to carry out the purposes of the Trust. An
action taken by one or more of the Administrative Trustees in accordance with
their powers shall constitute the act of and serve to bind the Trust and an
action taken by the Property Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust. In dealing
with the Trustees acting on behalf of the Trust, no Person shall be required to
inquire into the authority of the Trustees to bind the Trust. Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Agreement.


                                       12
<PAGE>   19

SECTION 3.5       Title to Property of the Trust.

                  Except as provided in Section 3.8 with respect to the
Debentures and the Property Trustee Account or as otherwise provided in this
Agreement, legal title to all assets of the Trust shall be vested in the Trust.
The Holders shall not have legal title to any part of the assets of the Trust,
but shall have an undivided beneficial interest in the assets of the Trust.

SECTION 3.6       Powers and Duties of the Administrative Trustees.

                  The Administrative Trustees shall have the exclusive power,
duty and authority, and are hereby authorized and directed, to cause the Trust
to engage in the following activities:

         (a)      to execute, deliver, issue and sell the Preferred Securities
and the Common Securities in accordance with this Agreement; provided, however,
that (i) the Trust may issue no more than one series of Preferred Securities and
no more than one series of Common Securities, (ii) there shall be no interests
in the Trust other than the Securities, and (iii) the issuance of Securities
shall be limited to a simultaneous issuance of both Preferred Securities and
Common Securities at the Closing Time and the Option Closing Date, if any;

         (b)      in connection with the issue and sale of the Preferred
Securities to:

                  (i)      execute and file any documents prepared by the
         Sponsor, or take any acts as determined by the Sponsor to be necessary
         in order to qualify or register all or part of the Preferred Securities
         in any State in which the Sponsor has determined to qualify or register
         such Preferred Securities for sale;

                  (ii)     at the direction of the Sponsor, execute and file an
         application, prepared by the Sponsor, to the New York Stock Exchange or
         any other national stock exchange or the Nasdaq National Market for
         listing or quotation of the Preferred Securities;

                  (iii)    execute and deliver letters, documents, or
         instruments with DTC and other Clearing Agencies relating to the
         Preferred Securities;

                  (iv)     if required, execute and file with the Commission a
         registration statement on Form 8-A, including any amendments thereto,
         prepared by the Sponsor, relating to the registration of the Preferred
         Securities under Section 12(b) or 12(g) of the Exchange Act, as the
         case may be; and

                  (v)      execute and file any agreement, certificate or other
         document which such Administrative Trustee deems necessary or
         appropriate in connection with the issuance and sale of the Preferred
         Securities;

         (c)      to acquire the Debentures with the proceeds of the sale of the
Preferred Securities and the Common Securities; provided, however, that the
Administrative 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
Preferred Securities and the Holders of Common Securities;


                                       13
<PAGE>   20

         (d)      to cause the Trust to enter into and to execute and deliver on
behalf of the Trust such agreements and arrangements as may be necessary or
desirable in connection with the sale of Preferred Securities to the
underwriters thereof and the consummation thereof, and to take all action, and
exercise all discretion, as may be necessary or desirable in connection with the
consummation thereof;

         (e)      to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event;

         (f)      to establish 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 ss.316(c) of the Trust Indenture Act,
Distributions, voting rights and redemptions, and to issue relevant notices to
the Holders of Preferred Securities and Holders of Common Securities as to such
actions and applicable record dates;

         (g)      to take all actions and perform such duties as may be required
of the Administrative Trustees pursuant to the terms of the Securities;

         (h)      to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action, or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless pursuant to Section 3.8(e), the Property Trustee
has the exclusive power to bring such Legal Action;

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

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

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

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

         (m)      to act as, or appoint another Person to act as, Registrar for
the Securities or to appoint a Paying Agent for the Securities as provided in
Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

         (n)      to give prompt written notice to the Property Trustee and to
Holders of the Securities of any notice received from the Debenture Issuer of
its election to defer payments of interest on the Debentures by extending the
interest payment period under the Indenture;

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


                                       14
<PAGE>   21

         (p)      to take any action (provided that such action does not
materially adversely affect the interests of Holders), not inconsistent with
this Agreement or with applicable law, that the Administrative Trustees
determine in their discretion to be necessary or desirable in carrying out the
activities of the Trust as set out in this Section 3.6, including, but not
limited to:

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

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

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

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

         (r)      to execute and deliver and record, file or register, as
applicable, all documents, certificates, agreements or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary, advisable or incidental to the foregoing.

                  The Administrative Trustees must exercise the powers set forth
in this Section 3.6 in a manner that is consistent with the purposes and
functions of the Trust set out in Section 3.3, and the Administrative Trustees
shall not take any action that is inconsistent with the purposes and functions
of the Trust set forth in Section 3.3.

                  Subject to this Section 3.6, the Administrative Trustees shall
have none of the powers or the authority of the Property Trustee set forth in
Section 3.8.

                  Any expenses incurred by the Administrative Trustees pursuant
to this Section 3.6 shall be reimbursed by the Debenture Issuer.

SECTION 3.7       Prohibition of Actions by the Trust and the Trustees.

         (a)      The Trust and the Trustees (including the Property Trustee and
the Delaware Trustee) shall not, and the Administrative Trustees shall cause the
Trust not to, engage in any activity other than as required or authorized by
this Agreement. In particular, the Trust shall not:

                  (i)      invest any proceeds received by the Trust from
         holding the Debentures, but shall distribute all such proceeds to
         Holders of Securities pursuant to the terms of this Agreement and of
         the Securities;

                  (ii)     acquire any assets other than as expressly provided
         herein;

                  (iii)    possess Trust property for other than a Trust purpose
         or execute any mortgage in respect of, or pledge, any Trust property;


                                       15
<PAGE>   22

                  (iv)     make any loans or incur any indebtedness;

                  (v)      possess any power or otherwise act in such a way as
         to vary the Trust assets or the terms of the Securities in any way
         whatsoever;

                  (vi)     issue any securities or other evidences of beneficial
         ownership of, or beneficial interest in, the Trust other than the
         Securities;

                  (vii)    so long as any Debentures are held by the Property
         Trustee, the Trustees shall not (A) direct the time, method and place
         of conducting any proceeding with respect to any remedy available to
         the Debenture Trustee, or exercise any trust or power conferred upon
         the Debenture Trustee with respect to the Debentures, (B) waive any
         past default that is waivable under the Indenture, (C) exercise any
         right to rescind or annul a declaration of acceleration of the maturity
         of the principal of the Debentures, or (D) consent to any amendment,
         modification or termination of the Indenture or the Debentures where
         such consent shall be required, without, in each case, obtaining (1)
         the prior approval of the Holders of a Majority in Liquidation Amount
         of all outstanding Securities; provided, however, that where a consent
         under the Indenture would require the consent of each holder of
         Debentures affected thereby, no such consent shall be given by the
         Property Trustee without the prior approval of each Holder of
         Securities and (2) an Opinion of Counsel delivered to the Trust from
         tax counsel experienced in such matters to the effect that the Trust
         will not be classified as an association taxable as a corporation for
         United States Federal income tax purposes on account of such action;

                  (viii)   revoke any action previously authorized or approved
         by a vote of the Holders of Preferred Securities except by subsequent
         vote of such Holders;

                  (ix)     revoke any action previously authorized or approved
         by a vote of the Holders of Common Securities except by subsequent vote
         of such Holders; or

                  (x)      undertake (or permit to be undertaken) any activity
         that would cause the Trust not to be classified for United States
         Federal income tax purposes as a grantor trust.

SECTION 3.8       Powers and Duties of the Property Trustee.

         (a)      The legal title to the Debentures shall be owned by and held
of record in the name of the Property Trustee in trust for the benefit of the
Trust and the Holders of the Securities. The right, title and interest of the
Property Trustee to the Debentures shall vest automatically in each Person who
may hereafter be appointed as Property Trustee in accordance with Section 5.7.
Such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the Debentures have been executed and
delivered.

         (b)      The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).


                                       16
<PAGE>   23

         (c)      The Property Trustee shall:

                  (i)      establish and maintain a segregated non-interest
         bearing trust account (the "Property Trustee Account") in the name of
         and under the exclusive control of the Property Trustee on behalf of
         the Holders of the Securities and, upon the receipt of payments of
         funds made in respect of the Debentures held by the Property Trustee,
         deposit such funds into the Property Trustee Account and make payments
         or cause the Paying Agent to make payments to the Holders of the
         Preferred Securities and Holders of the Common Securities from the
         Property Trustee Account in accordance with Section 6.1. Funds in the
         Property Trustee Account shall be held uninvested until disbursed in
         accordance with this Agreement. The Property Trustee Account shall be
         an account that is maintained with a banking institution the rating on
         whose long-term unsecured indebtedness is at least equal to the rating
         assigned to the Preferred Securities by a "nationally recognized
         statistical rating organization", as that term is defined for purposes
         of Rule 436(g)(2) under the Securities Act, which as of the date hereof
         is rated BB by Standard & Poor's Ratings Services and Ba2 by Moody's
         Investors Service, Inc. If the ratings specified above are changed, the
         Sponsor shall inform the Property Trustee of any new ratings assigned
         to the Preferred Securities;

                  (ii)     engage in such ministerial activities as shall be
         necessary or appropriate to effect the redemption of the Preferred
         Securities and the Common Securities to the extent the Debentures are
         redeemed or mature;

                  (iii)    upon written notice of distribution issued by the
         Administrative Trustees in accordance with the terms of the Securities,
         engage in such ministerial activities as shall be necessary or
         appropriate to effect the distribution of the Debentures to Holders of
         Securities upon the occurrence of certain events; and

                  (iv)     take such ministerial action as may be requested by
         the Administrative Trustees in connection with the winding up of the
         affairs of or liquidation of the Trust in accordance with this
         Agreement and the preparation, execution and filing of a certificate of
         cancellation or other appropriate certificates with the Secretary of
         State of the State of Delaware and other appropriate governmental
         authorities.

         (d)      The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of this Agreement and the Securities.

         (e)      Subject to Section 3.9, the Property Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee's duties and obligations under this Agreement or the Trust
Indenture Act and, if the Property Trustee shall have failed to take such Legal
Action, the Holders of the Preferred Securities in at least an aggregate
Liquidation Amount equal to the specified percentage of Holders of Debentures
entitled to take such Legal Action may, to the fullest extent permitted by law,
take such Legal Action without first proceeding against the Property Trustee or
the Trust; provided, however, that if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the


                                       17
<PAGE>   24

Debenture Issuer to pay the principal of or premium, if any, or interest on the
Debentures on the date such principal, premium, if any, or interest is otherwise
payable (or in the case of redemption, on the redemption date), then a Holder of
Preferred Securities may directly institute a proceeding for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on
the Debentures having a principal amount equal to the aggregate Liquidation
Amount of the Preferred Securities of such Holder on or after the respective due
date specified in the Debentures (a "Direct Action"). Except as provided in the
preceding sentence, the Holders of Preferred Securities will not be able to
exercise directly any other remedy available to the holders of the Debentures.

         (f)      The Property Trustee shall continue to serve as a Trustee
until either:

                  (i)      the Trust has been completely liquidated and the
         proceeds of the liquidation distributed to the Holders of Securities
         pursuant to the terms of the Securities and this Agreement; or

                  (ii)     a successor Property Trustee has been appointed and
         has accepted that appointment in accordance with Section 5.7 (a
         "Successor Property Trustee").

         (g)      The Property Trustee shall have the legal power to exercise
all of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer of
the Property Trustee occurs and is continuing, the Property Trustee shall, for
the benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of the
Securities and this Agreement.

         (h)      The Property Trustee shall be authorized to undertake any
actions set forth in ss. 317(a) of the Trust Indenture Act.

         (i)      For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with ss. 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed with or without cause by the Property Trustee at any
time the Property Trustee remains as Paying Agent and a successor Paying Agent
or additional Paying Agents may be (but are not required to be) appointed at any
time by the Property Trustee while the Property Trustee is acting as Paying
Agent.

         (j)      Subject to this Section 3.8, the Property Trustee shall have
none of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

         Notwithstanding anything expressed or implied to the contrary in this
Agreement or any Annex or Exhibit hereto, the Property Trustee must exercise the
powers set forth in this Section 3.8 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3.


                                       18
<PAGE>   25

SECTION 3.9       Certain Duties and Responsibilities of the Property Trustee.

         (a)      The Property Trustee, before the occurrence of any Event of
Default and after the curing or waiving of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Agreement and in the Securities and no implied covenants or
obligations shall be read into this Agreement against the Property Trustee. In
case an Event of Default has occurred (that has not been cured or waived
pursuant to Section 2.6) of which a Responsible Officer of the Property Trustee
has actual knowledge, the Property Trustee shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

                  (i)      prior to the occurrence of an Event of Default and
         after the curing or waiving of all such Events of Default that may have
         occurred:

                           (A)      the duties and obligations of the Property
                  Trustee shall be determined solely by the express provisions
                  of this Agreement and in the Securities and the Property
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Agreement and in the Securities, and no implied covenants or
                  obligations shall be read into this Agreement against the
                  Property Trustee; and

                           (B)      in the absence of bad faith on the part of
                  the Property Trustee, the Property Trustee may conclusively
                  rely, as to the truth of the statements and the correctness of
                  the opinions expressed therein, upon any certificates or
                  opinions furnished to the Property Trustee and conforming to
                  the requirements of this Agreement; provided, however, that in
                  the case of any such certificates or opinions that by any
                  provision hereof are specifically required to be furnished to
                  the Property Trustee, the Property Trustee shall be under a
                  duty to examine the same to determine whether or not they
                  conform to the requirements of this Agreement (but shall not
                  be required to confirm or investigate the accuracy of
                  mathematical calculations or other facts stated therein);

                  (ii)     the Property Trustee shall not be liable for any
         error of judgment made in good faith by a Responsible Officer of the
         Property Trustee, unless it shall be proved that the Property Trustee
         was negligent in ascertaining the pertinent facts;

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


                                       19
<PAGE>   26

                  (iv)     no provision of this Agreement shall require the
         Property Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Agreement or indemnity reasonably satisfactory to the Property Trustee
         against such risk or liability is not reasonably assured to it;

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

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

                  (vii)    the Property Trustee shall not be liable for any
         interest on any money received by it except as it may otherwise agree
         in writing with the Sponsor. Money held by the Property Trustee need
         not be segregated from other funds held by it except in relation to the
         Property Trustee Account maintained by the Property Trustee pursuant to
         Section 3.8(c)(i) and except to the extent otherwise required by law;
         and

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

SECTION 3.10      Certain Rights of Property Trustee.

         (a)      Subject to the provisions of Section 3.9:

                  (i)      the Property Trustee may conclusively rely and shall
         be fully protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, debenture, note,
         other evidence of indebtedness or other paper or document believed by
         it to be genuine and to have been signed, sent or presented by the
         proper party or parties;

                  (ii)     any direction or act of the Sponsor or the
         Administrative Trustees contemplated by this Agreement may be
         sufficiently evidenced by an Officers' Certificate;

                  (iii)    whenever in the administration of this Agreement, the
         Property Trustee shall deem it desirable that a matter be proved or
         established before taking, suffering or omitting any action hereunder,
         the Property Trustee (unless other evidence is herein specifically
         prescribed) may, in the absence of bad faith on its part, request and


                                       20
<PAGE>   27

         conclusively rely upon an Officers' Certificate which, upon receipt of
         such request, shall be promptly delivered by the Sponsor or the
         Administrative Trustees;

                  (iv)     the Property Trustee shall have no duty to see to any
         recording, filing or registration of any instrument (including any
         financing or continuation statement or any filing under tax or
         securities laws) or any re-recording, refiling or registration thereof;

                  (v)      the Property Trustee may consult with counsel or
         other experts of its selection and the advice or opinion of such
         counsel and 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 accordance with such
         advice or opinion, such counsel may be counsel to the Sponsor or any of
         its Affiliates, and may include any of its employees; and the Property
         Trustee shall have the right at any time to seek instructions
         concerning the administration of this Agreement from any court of
         competent jurisdiction;

                  (vi)     the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Agreement at
         the request or direction of any Holder, unless such Holder shall have
         provided to the Property Trustee security and indemnity, reasonably
         satisfactory to the Property Trustee, against the costs, expenses
         (including reasonable attorneys' fees and expenses and the expenses of
         the Property Trustee's agents, nominees or custodians) and liabilities
         that might be incurred by it in complying with such request or
         direction, including such reasonable advances as may be requested by
         the Property Trustee in respect of the time, method or place of
         conducting any proceeding for any remedy available to the Property
         Trustee or the exercise of any trust or power conferred on the Property
         Trustee under this Agreement;

                  (vii)    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, bond, debenture, note, 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;

                  (viii)   the Property Trustee may execute any of the trusts
         or powers hereunder or perform any duties hereunder either directly or
         by or through agents, custodians, nominees 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;

                  (ix)     any action taken by the Property Trustee or its
         agents hereunder shall bind the Trust and the Holders of the
         Securities, and the signature of the Property Trustee or its agents
         alone shall be sufficient and effective to perform any such action and
         no third party shall be required to inquire as to the authority of the
         Property Trustee to so act or as to its compliance with any of the
         terms and provisions of this Agreement, both of which shall be
         conclusively evidenced by the Property Trustee's or its agent's taking
         such action;


                                       21
<PAGE>   28

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

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

                  (xii)    the Property Trustee shall not be liable for any
         action taken, suffered, or omitted to be taken by it in good faith,
         without negligence, and reasonably believed by it to be authorized or
         within the discretion or rights or powers conferred upon it by this
         Agreement.

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

         (c)      It is expressly understood and agreed by the parties hereto
that in fulfilling its obligations as Property Trustee hereunder on behalf of
the Trust, (i) any agreements or instruments executed or delivered by The Bank
of New York are executed and delivered not in its individual capacity but solely
as Property Trustee under this Agreement in the exercise of the powers and
authority conferred and vested in it, (ii) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as representations, warranties, covenants, undertakings and
agreements by The Bank of New York in its individual capacity but is made and
intended for the purpose of binding only the Trust, and (iii) under no
circumstances (except with respect to funds delivered to it relating to payments
in respect of the Securities) shall The Bank of New York in its individual
capacity be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Agreement except if such breach or failure is due to any negligence, bad faith
or willful misconduct of the Property Trustee.

SECTION 3.11      Delaware Trustee.

         (a)      Notwithstanding any other provision of this Agreement other
than Section 5.2, 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 Administrative Trustees or the Property Trustee


                                       22
<PAGE>   29

described in this Agreement (except as required under the Business Trust Act).
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of ss.3807 of the
Business Trust Act.

         (b)      It is expressly understood and agreed by the parties hereto
that in fulfilling its obligations as Delaware Trustee hereunder on behalf of
the Trust, (i) any agreements or instruments executed or delivered by The Bank
of New York (Delaware) are executed and delivered not in its individual capacity
but solely as Delaware Trustee under this Agreement in the exercise of the
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as representations, warranties, covenants,
undertakings and agreements by The Bank of New York (Delaware) in its individual
capacity but is made and intended for the purpose of binding only the Trust, and
(iii) under no circumstances shall The Bank of New York (Delaware) in its
individual capacity be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any obligation,
representation, warranty, or covenant made or undertaken by the Trust under this
Agreement except if such breach or failure is due to any gross negligence, bad
faith or willful misconduct of the Delaware Trustee.

SECTION 3.12      Execution of Documents.

                  Except as otherwise required by the Business Trust Act or
applicable law, each Administrative Trustee, individually, is authorized to
execute and deliver on behalf of the Trust any documents, agreements,
instruments or certificates that the Administrative Trustees have the power and
authority to execute and deliver pursuant to this Agreement.

SECTION 3.13      Not Responsible for Recitals or Issuance of Securities.

                  The recitals contained in this Agreement and the Securities
shall be taken as the statements of the Sponsor, and the Trustees do not assume
any responsibility for their correctness. The Trustees make no representations
as to the value or condition of the property of the Trust or any part thereof.
The Trustees make no representations as to the validity or sufficiency of this
Agreement or the Securities.

SECTION 3.14      Duration of Trust.

                  The Trust, unless earlier dissolved pursuant to the provisions
of Article VIII hereof, shall dissolve on ______________________.

SECTION 3.15      Mergers.

         (a)      The Trust may not merge with or into, convert to, consolidate,
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 in Section 3.15(b) and (c) and except with respect to the distribution
of all Debentures to Holders of Securities pursuant to Section 8.1(a)(iii).


                                       23
<PAGE>   30

         (b)      The Trust may, at the request of the Sponsor, with the consent
of the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders of the
Securities, the Delaware Trustee or the Property Trustee, merge with or into,
convert to, consolidate, amalgamate, or 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:

                  (i)      such successor entity (the "Successor Entity")
         either:

                           (A)      expressly assumes all of the obligations of
                  the Trust under the Securities; or

                           (B)      substitutes for the Securities other
                  securities having substantially the same terms as the
                  Securities (the "Successor Securities") so long as the
                  Successor Securities rank the same as the Securities rank with
                  respect to Distributions and payments upon liquidation,
                  redemption and otherwise;

                  (ii)     the Sponsor expressly appoints a trustee of the
         Successor Entity that possesses the same powers and duties as the
         Property Trustee with respect to the Debentures;

                  (iii)    the Successor Securities (excluding any securities
         substituted for any Common Securities) are listed, quoted or included
         for trading, or any Successor Securities will be listed, quoted or
         included for trading, upon notification of issuance, on any national
         securities exchange or with any other organization on which the
         Preferred Securities are then listed, quoted or included;

                  (iv)     such merger, conversion, consolidation, amalgamation,
         replacement, conveyance, transfer or lease does not cause the Preferred
         Securities (including any Successor Securities) or the Debentures to be
         downgraded or placed under surveillance or review by any nationally
         recognized statistical rating organization that publishes a rating on
         the Preferred Securities or the Debentures;

                  (v)      such merger, conversion, consolidation,
         amalgamation, replacement, conveyance, transfer or lease does not
         adversely affect the rights, preferences and privileges of the Holders
         of the Securities (including the holders of any Successor Securities)
         in any material respect (other than with respect to any dilution of the
         interests of such Holders or holders, as the case may be, in the
         Successor Entity);

                  (vi)     the Successor Entity has a purpose substantially
         identical to that of the Trust;

                  (vii)    prior to such merger, conversion, consolidation,
         amalgamation, replacement, conveyance, transfer or lease, the Sponsor
         has received an opinion of a nationally recognized independent counsel
         to the Trust experienced in such matters to the effect that:


                                       24
<PAGE>   31

                           (A)      such merger, conversion, consolidation,
                  amalgamation, replacement, conveyance, transfer or lease does
                  not adversely affect the rights, preferences and privileges of
                  the Holders of the Securities (including the holders of any
                  Successor Securities) in any material respect (other than with
                  respect to any dilution of the interests of such Holders or
                  holders, as the case may be, in the Successor Entity); and

                           (B)      following such merger, conversion,
                  consolidation, amalgamation, replacement, conveyance, transfer
                  or lease, neither the Trust nor the Successor Entity, if any,
                  will be required to register as an Investment Company; and

                  (viii)   the Sponsor or any permitted successor or assignee
         owns all of the common securities of the Successor Entity and
         guarantees the obligations of the Successor Entity under the Successor
         Securities at least to the extent provided by the Preferred Securities
         Guarantee and the Common Securities Guarantee.

         (c)      Notwithstanding Section 3.15(b), the Trust shall not, except
with the consent of Holders of 100% in Liquidation Amount of the Securities,
merge with or into, convert to, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other Person or permit any other Person to
merge with or into, consolidate, amalgamate, or replace it if such merger,
conversion, consolidation, amalgamation, replacement, conveyance, transfer or
lease would cause the Trust or the Successor Entity, if any, not to be
classified as a grantor trust for United States Federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

SECTION 4.1       Sponsor's Purchase of Common Securities.

         At the Closing Time and on any Option Closing Date, the Sponsor will
purchase all of the Common Securities then issued by the Trust, in an amount
equal to at least 3% of the total capital of the Trust, at the same time as the
Preferred Securities are issued and sold. The aggregate Liquidation Amount of
Common Securities at any time shall not be less than 3% of the total capital of
the Trust.

         For so long as the Preferred Securities remain outstanding, the Sponsor
covenants (i) to maintain, directly or indirectly, 100% ownership of the Common
Securities; provided, however, that any permitted successor of the Sponsor under
the Indenture may succeed to the Sponsor's interest in the Common Securities,
(ii) to use its best efforts to cause the Trust (a) to remain a statutory
business trust, except in connection with a distribution of Debentures to the
Holders of Securities in liquidation of the Trust, the redemption of all the
Securities, or certain mergers, consolidations or amalgamations, each as
permitted by this Agreement, and not to voluntarily dissolve, wind up, liquidate
or be terminated, except as permitted by this Agreement, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes, (iii) to use its best efforts to ensure that the Trust shall not
be an Investment


                                       25
<PAGE>   32

Company for purposes of the Investment Company Act, (iv) to use its best efforts
to cause each Holder of Securities to be treated as owning an undivided
beneficial interest in the Debentures and (v) to take no action which would
cause the dissolution, liquidation or winding up of the Trust, except as
otherwise provided in this Agreement.

SECTION 4.2       Responsibilities of the Sponsor.

                  In connection with the issuance and sale of the Preferred
Securities, the Sponsor shall have the right and responsibility to engage in the
following activities:

         (a)      to prepare for filing by the Trust, execute and file with the
Commission the registration statement on Form S-3 pertaining to the Preferred
Securities, including any amendments thereto and to register the Preferred
Securities Guarantee related thereto;

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

         (c)      if deemed necessary or advisable by the Sponsor, to prepare
for filing by the Trust an application to the New York Stock Exchange or any
other national stock exchange or the Nasdaq National Market for listing or
quotation of the Preferred Securities;

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

         (e)      to negotiate the terms of, execute, enter into and deliver the
Underwriting Agreement providing for the sale of the Preferred Securities.

SECTION 4.3       Right to Proceed.

                  The Sponsor acknowledges the rights of the Holders of
Preferred Securities to bring one or more Direct Actions under the circumstances
specified in this Agreement.

                                   ARTICLE V
                                    TRUSTEES

SECTION 5.1       Number of Trustees; Appointment of Co-Trustee.

                  The number of Trustees initially shall be five (5), and:

         (a)      at any time before the issuance of any Securities, the
Sponsor may, by written instrument, increase or decrease the number of Trustees;
and


                                       26
<PAGE>   33

         (b)      after the issuance of any Securities, the number of Trustees
may be increased or decreased by vote of the Holders of a Majority in
Liquidation Amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee shall be a Person meeting the
requirements of Section 5.2 (the "Delaware Trustee"); (2) there shall be at
least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor (an "Administrative Trustee"); and (3) one Trustee shall be the Property
Trustee for so long as this Agreement is required to qualify as an indenture
under the Trust Indenture Act, and such Trustee may also serve as Delaware
Trustee if it meets the applicable requirements. Notwithstanding the above,
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's property may at the
time be located, the Holders of a Majority in Liquidation Amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more Persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust's property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Agreement. In case an Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
any such appointment of a co-trustee.

SECTION 5.2       Delaware Trustee.

                  For so long as required by the Business Trust Act, the
Delaware Trustee shall be:

         (a)      a natural person who is a resident of the State of Delaware;
or

         (b)      if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the requirements
of applicable law, provided, however, if the Property Trustee has its principal
place of business in the State of Delaware and otherwise meets the requirements
of applicable law, then the Property Trustee shall also be the Delaware Trustee
and Section 3.11 shall have no application.

SECTION 5.3       Property Trustee; Eligibility.

         (a)      There shall at all times be one Trustee (the "Property
Trustee") which shall act as Property Trustee and which shall:

                  (i)      not be an Affiliate of the Sponsor; and

                  (ii)     be a corporation organized and doing business under
         the laws of the United States of America or any State or Territory
         thereof or of the District of Columbia, or a corporation or Person
         permitted by the Commission to act as an indenture trustee under the
         Trust Indenture Act, authorized under such laws to exercise corporate
         trust powers, having a combined capital and surplus of at least
         $50,000,000, and subject to supervision


                                       27
<PAGE>   34

         or examination by federal, state, territorial or District of Columbia
         authority. If such corporation publishes reports of condition at least
         annually, pursuant to law or to the requirements of the supervising or
         examining authority referred to above, then for the purposes of this
         Section 5.3(a)(ii), the combined capital and surplus of such
         corporation shall be deemed to be its combined capital and surplus as
         set forth in its most recent report of condition so published.

         (b)      If at any time the Property Trustee shall cease to be eligible
to so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

         (c)      If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of ss. 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Securities (as if it were the
obligor referred to in ss. 310(b) of the Trust Indenture Act) shall in all
respects comply with the provisions of ss. 310(b) of the Trust Indenture Act.

         (d)      The Preferred Securities Guarantee shall be deemed to be
specifically described in this Agreement for purposes of clause (i) of the first
provision contained in Section 310(b) of the Trust Indenture Act.

         (e)      The initial Property Trustee shall be:

                  The Bank of New York
                  101 Barclay Street, Floor 21 West
                  New York, New York 10286
                  Attention:    Corporate Trust Administration
                  Telephone: (212) 815-5758
                  Telecopier: (212) 815-5915

SECTION 5.4       Certain Qualifications of Administrative Trustees and Delaware
                  Trustee Generally.

                  Each Administrative Trustee and the Delaware Trustee (unless
the Property Trustee also acts as Delaware 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 Authorized Officers.

SECTION 5.5       Administrative Trustees.

                  The initial Administrative Trustees shall be:

                  Robert F. Neil
                  Maritza C. Pichon
                  Richard Jacobson
                  c/o Cox Radio, Inc.
                  1400 Lake Hearn Drive
                  Atlanta, Georgia 30319


                                       28
<PAGE>   35

                  Telephone: (404) 843-5000
                  Telecopier: (404) 843-5142

         (a)      Except as expressly set forth in this Agreement and except if
a meeting of the Administrative Trustees is called with respect to any matter
over which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

         (b)      Unless otherwise determined by the Administrative Trustees,
and except as otherwise required by the Business Trust Act or applicable law,
any Administrative Trustee acting alone is authorized to execute on behalf of
the Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

SECTION 5.6       Delaware Trustee.

                  The initial Delaware Trustee shall be:

                  The Bank of New York (Delaware)
                  23 White Clay Center
                  Route 273
                  Newark, Delaware 19711
                  Attention: Corporate Trust Administration
                  Telephone: (212) 815-5758
                  Telecopier: (212) 815-5915

SECTION 5.7       Appointment, Removal and Resignation of Trustees.

         (a)      Subject to Section 5.7(b), Trustees may be appointed or
removed without cause at any time:

                  (i)      until the issuance of any Securities, by written
         instrument executed by the Sponsor;

                  (ii)     unless an Event of Default shall have occurred and be
         continuing after the issuance of any Securities, by vote of the Holders
         of a Majority in Liquidation Amount of the Common Securities voting as
         a class at a meeting of the Holders of the Common Securities; and

                  (iii)    if an Event of Default shall have occurred and be
         continuing after the issuance of the Securities, with respect to the
         Property Trustee or the Delaware Trustee, by vote of Holders of a
         Majority in Liquidation Amount of the Preferred Securities voting as a
         class at a meeting of Holders of the Preferred Securities (it being
         understood that in no event will the Holders of the Preferred
         Securities have the right to vote, appoint, remove or replace the
         Administrative Trustees, which voting rights are exclusively vested in
         the Holder of the Common Securities).


                                       29
<PAGE>   36

         (b)      (i) The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.7(a) until a Successor Property Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Administrative Trustees
and the Sponsor; and

                  (ii)     the Trustee that acts as Delaware Trustee shall not
         be removed in accordance with Section 5.7(a) until a successor Trustee
         possessing the qualifications to act as Delaware Trustee under Sections
         5.2 and 5.4 (a "Successor Delaware Trustee") has been appointed and has
         accepted such appointment by written instrument executed by such
         Successor Delaware Trustee and delivered to the removed Delaware
         Trustee, the Property Trustee (if the removed Delaware Trustee is not
         also the Property Trustee), the Administrative Trustees and the
         Sponsor.

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

                  (i)      No such resignation of the Trustee that acts as the
         Property Trustee shall be effective:

                           (A)      until a Successor Property Trustee has been
                  appointed and has accepted such appointment by instrument
                  executed by such Successor Property Trustee and delivered to
                  the Trust, the Sponsor, the Delaware Trustee (if the resigning
                  Property Trustee is not also the Delaware Trustee) and the
                  resigning Property Trustee; or

                           (B)      until the assets of the Trust have been
                  completely liquidated and the proceeds thereof distributed to
                  the Holders of the Securities; and

                  (ii)     no such resignation of the Trustee that acts as the
         Delaware Trustee shall be effective until a Successor Delaware Trustee
         has been appointed and has accepted such appointment by instrument
         executed by such Successor Delaware Trustee and delivered to the Trust,
         the Property Trustee (if the resigning Delaware Trustee is not also the
         Property Trustee), the Sponsor and the resigning Delaware Trustee.

         (d)      The Holders of the Common Securities or, if an Event of
Default shall have occurred and be continuing after the issuance of the
Securities, the Holders of the Preferred Securities shall use their best efforts
to promptly appoint a Successor Delaware Trustee or Successor Property Trustee,
as the case may be, if the Property Trustee or the Delaware Trustee delivers an
instrument of resignation in accordance with this Section 5.7.

         (e)      If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.7 within 60 days after delivery of an instrument of resignation or removal,
the Property Trustee or Delaware Trustee


                                       30
<PAGE>   37

resigning or being removed, as applicable, may petition any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper and prescribe, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

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

SECTION 5.8       Vacancies among Trustees.

                  If a Trustee ceases to hold office for any reason and the
number of Trustees is not reduced pursuant to Section 5.1, or if the number of
Trustees is increased pursuant to Section 5.1, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Administrative
Trustees or, if there are more than two, a majority of the Administrative
Trustees shall be conclusive evidence of the existence of such vacancy. The
vacancy shall be filled with a Trustee appointed in accordance with Section 5.7.

SECTION 5.9       Effect of Vacancies.

                  To the fullest extent permitted by law, the death,
resignation, retirement, removal, bankruptcy, dissolution, liquidation,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to dissolve, terminate or annul the Trust or to terminate this Agreement.
Whenever a vacancy in the number of Administrative Trustees shall occur, until
such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 5.7, the Administrative Trustees in office, regardless
of their number, shall have all the powers granted to the Administrative
Trustees and shall discharge all the duties imposed upon the Administrative
Trustees by this Agreement.

SECTION 5.10      Meetings.

                  If there is more than one Administrative Trustee, meetings of
the Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile or
electronic mail, with a hard copy by overnight courier) not less than 24 hours
before such meeting. Notice of any telephonic meetings of the Administrative
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile or electronic mail, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person, by telephone or by video transmission)
of an Administrative Trustee at a meeting shall constitute a waiver of notice of
such meeting except where an Administrative Trustee attends a meeting for the
express purpose of objecting to the transaction of any activity on the ground
that the meeting has not been lawfully called or convened. Unless provided
otherwise in this Agreement, any action of the Administrative Trustees may be
taken at a meeting by vote of a majority of the Administrative Trustees present
(whether in person, by


                                       31
<PAGE>   38
telephone or by video transmission) and eligible to vote with respect to such
matter, provided that a Quorum is present, or without a meeting by the unanimous
written consent of the Administrative Trustees. In the event there is only one
Administrative Trustee, any and all action of such Administrative Trustee shall
be evidenced by a written consent of such Administrative Trustee.

SECTION 5.11      Delegation of Power.

         (a)      Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or amendment
thereto filed with the Commission; and

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

SECTION 5.12      Merger, Conversion, Consolidation or Succession to Business.

         Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee that is not a natural person, as the case may be, may
be merged, converted or consolidated; and any Person resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, such successor shall notify the Sponsor and
the Trust promptly of its succession.

SECTION 5.13      Compensation.

          The Sponsor agrees:

                  (a) to pay to the Property Trustee and the Delaware Trustee
from time to time such compensation as shall be agreed in writing between the
Company and the Property Trustee and the Delaware Trustee, respectively, 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); and

                  (b) to reimburse the Property Trustee and the Delaware Trustee
upon their request for reasonable expenses, disbursements and advances incurred
or made by the Property Trustee or the Delaware Trustee, respectively, in
accordance with any provision of this Agreement (including the reasonable
compensation and the expenses and advances of its agents and


                                       32
<PAGE>   39

counsel), except any such expense or advance as may be attributable to their
gross negligence (or, in the case of the Property Trustee, negligence), willful
misconduct or bad faith.

                                   ARTICLE VI
                                  DISTRIBUTIONS

SECTION 6.1       Distributions.

                  Holders shall receive Distributions in accordance with the
applicable terms of the relevant Holder's Securities. Distributions shall be
made on the Preferred Securities and the Common Securities in accordance with
the respective terms and preferences set forth herein and in Annex I. If and to
the extent that the Debenture Issuer makes a payment of interest (including any
compounded interest and additional interest), premium and/or principal on the
Debentures held by the Property Trustee (the amount of any such payment being a
"Payment Amount"), the Property Trustee shall and is directed, to the extent
funds are available for that purpose, to make a distribution (a "Distribution")
of the Payment Amount to Holders.

                                  ARTICLE VII
                             ISSUANCE OF SECURITIES

SECTION 7.1       General Provisions Regarding Securities.

         (a)      The Administrative Trustees shall on behalf of the Trust issue
one class of preferred securities representing undivided beneficial interests in
the assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

         (b)      The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.

         (c)      Upon issuance of the Securities as provided in this Agreement,
the Securities so issued shall be validly issued, fully paid and non-assessable.

         (d)      Every Person, by virtue of having become a Holder or a
Preferred Security Beneficial Owner in accordance with the terms of this
Agreement, shall be deemed to have expressly assented and agreed to the terms
of, and shall be bound by, this Agreement.

SECTION 7.2       Execution and Authentication.

         (a)      The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may


                                       33
<PAGE>   40

be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Agreement any such
person was not an Administrative Trustee.

         (b)      One Administrative Trustee shall sign the Preferred Securities
for the Trust by manual or facsimile signature.

                  A Preferred Security shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Agreement. A Common Security shall be valid upon
execution by an Administrative Trustee without any act of the Property Trustee.

                  Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Preferred Securities for
original issue.

                  The aggregate number of Preferred Securities outstanding at
any time shall not exceed the number set forth in the terms in Annex I hereto
except as provided in Section 7.6.

                  The Property Trustee may appoint an authenticating agent
acceptable to the Trust to authenticate Preferred Securities. An authenticating
agent may authenticate Preferred Securities whenever the Property Trustee may do
so. Each reference in this Agreement to authentication by the Property Trustee
includes authentication by such agent. An authenticating agent has the same
rights as the Property Trustee hereunder with respect to the Sponsor or an
Affiliate.

SECTION 7.3       Form and Dating.

                  The Preferred Securities and the Property Trustee's
certificate of authentication shall be substantially in the form of Exhibit A-1
and the Common Securities shall be substantially in the form of Exhibit A-2,
each of which is hereby incorporated in and expressly made a part of this
Agreement. The Securities may be in definitive or global form and may be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to an Administrative Trustee, as evidenced by the
execution thereof. The Securities may have letters, CUSIP or other numbers,
notations or other marks of identification or designation and such legends or
endorsements required by law, stock exchange or quotation system rule,
agreements to which the Trust is subject, if any, or usage (provided that any
such notation, legend or endorsement is in a form acceptable to the Trust). An
Administrative Trustee, at the direction of the Sponsor, shall furnish any such
legend not contained in Exhibits A-1 or A-2 to the Property Trustee in writing.
Each Preferred Security shall be dated the date of its authentication. The terms
and provisions of the Securities set forth in Annex I and the forms of
Securities set forth in Exhibits A-1 and A-2 are part of the terms of this
Agreement and to the extent applicable, the Property Trustee and the Sponsor, by
their execution and delivery of this Agreement, expressly agree to such terms
and provisions and to be bound thereby.

                  The following four paragraphs shall apply only to any Global
Preferred Securities.


                                       34
<PAGE>   41

                  The Preferred Securities shall be issued in the form of one or
more permanent global Securities in definitive, fully registered form without
Distribution coupons with the appropriate global legends set forth in Exhibit
A-1 hereto (a "Global Preferred Security"), which shall be deposited on behalf
of the purchasers of the Preferred Securities represented thereby with the
Property Trustee, as custodian for the Clearing Agency, and registered in the
name of the Clearing Agency or a nominee of the Clearing Agency, duly executed
by an Administrative Trustee on behalf of the Trust and authenticated by the
Property Trustee as hereinafter provided. The number of Preferred Securities
represented by the Global Preferred Security may from time to time be increased
or decreased by adjustments made on the records of the Property Trustee and the
Clearing Agency or its nominee as hereinafter provided. The Holder of a Global
Preferred Security may grant proxies and otherwise authorize any Person,
including Participants (as defined below) and Persons that may hold interests
through Participants, to take any action which such Holder is entitled to take
under this Agreement or the Securities.

                  An Administrative Trustee shall execute and the Property
Trustee shall, in accordance with this Section 7.3, authenticate and make
available for delivery initially one or more Global Preferred Securities that
(i) shall be registered in the name of Cede & Co. or other nominee of such
Clearing Agency and (ii) shall be delivered by the Property Trustee to such
Clearing Agency or pursuant to such Clearing Agency's written instructions or
held by the Property Trustee as custodian for the Clearing Agency.

                  Members of, or participants in, the Clearing Agency
("Participants") shall have no rights under this Agreement with respect to any
Global Preferred Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing Agency or under such Global
Preferred Security, and the Clearing Agency may be treated by the Trust, the
Property Trustee and any agent of the Trust or the Property Trustee as the
absolute owner of such Global Preferred Security for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Trust, the
Property Trustee or any agent of the Trust or the Property Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Clearing Agency or impair, as between the Clearing Agency and its
Participants, the operation of customary practices of such Clearing Agency
governing the exercise of the rights of a holder of a beneficial interest in any
Global Preferred Security.

                  Except as provided in Section 9.2, owners of beneficial
interests in a Global Preferred Security will not be entitled to receive
physical delivery of Preferred Securities in definitive form ("Definitive
Preferred Securities").

SECTION 7.4       Registrar and Paying Agent.

                  The Trust shall maintain in the Borough of Manhattan, The City
of New York, (i) an office or agency where Preferred Securities may be presented
for registration of transfer ("Registrar") and (ii) an office or agency where
Preferred Securities may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Preferred Securities and of their
transfer. The Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars and one or more additional paying agents in
such other locations as it shall determine. The term "Registrar" includes any
additional registrar and the term "Paying Agent" includes any additional paying
agent. The Administrative Trustees may change any Registrar or


                                       35
<PAGE>   42

Paying Agent without prior notice to any Holder. The Administrative Trustees
shall notify the Property Trustee of the name and address of any Agent not a
party to this Agreement. If the Trust fails to appoint or maintain another
entity as Registrar or Paying Agent, the Property Trustee shall act as such, and
as Paying Agent the Property Trustee shall have the rights set forth in Section
3.8(i). The Trust or any of its Affiliates may act as Registrar or Paying Agent.
The Trust shall act as Registrar and Paying Agent for the Common Securities.

                  Any Paying Agent shall be permitted to resign as Paying Agent
upon 30 days' prior written notice to the Property Trustee, the Administrative
Trustees and the Sponsor. In the event that the Property Trustee shall no longer
be the Paying Agent, the Trust shall appoint a successor Paying Agent (which
shall be a bank or trust company acceptable to the Sponsor) to act as Paying
Agent.

                  The Trust and the Administrative Trustees initially appoint
the Property Trustee as Registrar and Paying Agent for the Preferred Securities.

SECTION 7.5       Paying Agent to Hold Money in Trust.

                  The Trust shall require each Paying Agent other than the
Property Trustee to agree in writing that the Paying Agent will hold in trust
for the benefit of Holders or the Property Trustee all money held by the Paying
Agent for the payment of liquidation amounts or Distributions on the Securities
and will notify the Property Trustee if there are insufficient funds for such
purpose. While any such insufficiency continues, the Property Trustee may
require a Paying Agent to pay all money held by it to the Property Trustee. The
Trust at any time may require a Paying Agent to pay all money held by it to the
Property Trustee and to account for any money disbursed by it. Upon payment over
to the Property Trustee, the Paying Agent (if other than the Trust or an
Affiliate of the Trust) shall have no further liability for the money. If the
Trust or the Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying
Agent, it shall segregate and hold in a separate trust fund for the benefit of
the Holders all money held by it as Paying Agent.

SECTION 7.6       Replacement Securities.

                  If a Holder of a Security claims that a Security owned by it
has been lost, destroyed or wrongfully taken or if such Security is mutilated
and is surrendered to the Trust or, in the case of the Preferred Securities, to
the Property Trustee, an Administrative Trustee shall execute and the Property
Trustee shall authenticate and make available for delivery a replacement
Security if the Property Trustee's and the Trust's requirements, as the case may
be, are met. An indemnity bond must be provided by the Holder which, in the
judgment of the Property Trustee, is sufficient to protect the Trustees, the
Sponsor or any authenticating agent from any loss which any of them may suffer
if a Security is replaced. The Trust may charge such Holder for its expenses in
replacing a Security.

                  Every replacement Security is an additional beneficial
interest in the Trust.


                                       36
<PAGE>   43

SECTION 7.7       Outstanding Preferred Securities.

                  The Preferred Securities outstanding at any time are all the
Preferred Securities authenticated by the Property Trustee except for those
cancelled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding.

                  If a Preferred Security is replaced, paid or purchased
pursuant to Section 7.6 hereof, it ceases to be outstanding unless the Property
Trustee receives proof satisfactory to it that the replaced, paid or purchased
Preferred Security is held by a bona fide purchaser.

                  If Preferred Securities are considered paid in accordance with
the terms of this Agreement, they cease to be outstanding and Distributions
thereon shall cease to accumulate.

                  A Preferred Security does not cease to be outstanding because
the Trust, the Sponsor or an Affiliate of the Sponsor holds such Preferred
Security.

SECTION 7.8       Preferred Securities in Treasury.

                  In determining whether the Holders of the required amount of
Preferred Securities have concurred in any direction, waiver or consent,
Preferred Securities owned by the Trust, the Sponsor or an Affiliate of the
Sponsor, as the case may be, shall be disregarded and deemed not to be
outstanding, except that for the purposes of determining whether the Property
Trustee shall be fully protected in relying on any such direction, waiver or
consent, only Preferred Securities which a Responsible Officer of the Property
Trustee actually knows are so owned shall be so disregarded.

SECTION 7.9       Temporary Securities.

         Until Definitive Securities are ready for delivery, the Administrative
Trustees may prepare and, in the case of the Preferred Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Trust considers appropriate for temporary Securities. Without unreasonable
delay, the Administrative Trustees shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate Definitive
Securities in exchange for temporary Securities.

SECTION 7.10      Cancellation.

                  The Trust at any time may deliver Preferred Securities to the
Property Trustee for cancellation. The Registrar and Paying Agent shall forward
to the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Preferred Securities surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of cancelled Preferred Securities in accordance with its procedures for
the disposition of cancelled Preferred Securities in effect as of the date of
such disposition, provided that the Property Trustee shall not be obligated to
destroy Preferred Securities, and the Property Trustee shall deliver a
certificate of disposition to the Sponsor. The Trust may not issue new Preferred


                                       37
<PAGE>   44

Securities to replace Preferred Securities that it has paid or redeemed or that
have been delivered to the Property Trustee for cancellation or that any Holder
has exchanged.

SECTION 7.11      CUSIP Numbers.

                  The Trust, in issuing the Preferred Securities, may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders
of Preferred Securities; provided that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Preferred Securities or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Preferred Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Sponsor will promptly notify the
Property Trustee of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

SECTION 8.1       Dissolution of Trust.

         (a)      The Trust shall automatically dissolve and be wound up upon
the first to occur of the following events:

                  (i)      the bankruptcy of the Sponsor;

                  (ii)     (A) the filing of a certificate of dissolution or
         liquidation or its equivalent with respect to the Sponsor or (B) the
         revocation of the Sponsor's charter and the expiration of 90 days after
         the date of revocation without a reinstatement thereof;

                  (iii)    the distribution of a Like Amount of the Debentures
         to the Holders of the Securities, provided that the Property Trustee
         has received written notice from the Sponsor directing the Property
         Trustee to dissolve the Trust (which direction is optional and, except
         as otherwise expressly provided herein, within the discretion of the
         Sponsor), and provided, further, that such dissolution is conditioned
         on the receipt by the Administrative Trustees' receipt of an opinion of
         an independent tax counsel experienced in such matters (a "No
         Recognition Opinion") to the effect that the Holders of the Securities
         will not recognize any gain or loss for United States Federal income
         tax purposes as a result of the dissolution of the Trust and the
         distribution of the Debentures;

                  (iv)     the entry of a decree of judicial dissolution of the
         Trust by a court of competent jurisdiction;

                  (v)      the redemption of all of the Securities and the
         payment to the Holders of any and all amounts necessary therefor, all
         in accordance with the terms of the Securities; or

                  (vi)     the dissolution of the Trust as provided in Section
         3.14.


                                       38
<PAGE>   45

         (b)      As soon as is practicable upon completion of winding up of the
Trust following the occurrence of an event referred to in Section 8.1(a), an
Administrative Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware in accordance
with the Business Trust Act.

         (c)      The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

SECTION 9.1       Transfer of Securities.

         (a)      Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Agreement and in the
terms of the Securities. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Agreement
shall be null and void.

         (b)      Subject to this Article IX, Preferred Securities shall be
freely transferable.

         (c)      To the fullest extent permitted by law, the Sponsor may not
transfer the Common Securities except for any transfer (whether voluntarily or
by operation of law) permitted under Article 5 of the Indenture.

         (d)      The Administrative Trustees shall provide for the registration
of Securities and of the transfer of Securities, which will be effected without
charge but only upon payment (with such indemnity as the Administrative Trustees
may require) in respect of any tax or other governmental charges that may be
imposed in relation to it. Upon surrender for registration of transfer of any
Securities, the Administrative Trustees shall cause one or more new Securities
to be issued in the name of the designated transferee or transferees. Every
Security surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Administrative Trustees duly executed by the Holder or such Holder's attorney
duly authorized in writing. Each Security surrendered for registration of
transfer shall be canceled by the Administrative Trustees. A transferee of a
Security shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Agreement.

SECTION 9.2       Transfer Procedures and Restrictions

         (a)      Transfer and Exchange of Definitive Preferred Securities.
When Definitive Preferred Securities are presented to the Registrar:

                  (x)      to register the transfer of such Definitive Preferred
         Securities; or


                                       39
<PAGE>   46

                  (y)      to exchange such Definitive Preferred Securities
         which became mutilated, destroyed, defaced, stolen or lost, for an
         equal liquidation amount of Definitive Preferred Securities,

the Registrar shall register the transfer or make the exchange as requested if
its reasonable requirements for such transaction are met; provided, however,
that the Definitive Preferred Securities surrendered for transfer or exchange
shall be duly endorsed or accompanied by a written instrument of transfer in
form reasonably satisfactory to the Property Trustee and the Registrar, duly
executed by the Holder thereof or his attorney duly authorized in writing.

         (b)      Transfer of a Definitive Preferred Security for a Beneficial
Interest in a Global Preferred Security. Upon receipt by the Property Trustee of
a Definitive Preferred Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Property Trustee, together
with written instructions directing the Property Trustee to make, or to direct
the Clearing Agency to make, an adjustment on its books and records with respect
to the Global Preferred Security to reflect an increase in the Liquidation
Amount of the Preferred Securities represented by such Global Preferred
Security, then the Property Trustee shall cancel such Definitive Preferred
Security and cause, or direct the Clearing Agency to cause, the aggregate
Liquidation Amount of Preferred Securities represented by the appropriate Global
Preferred Security to be increased accordingly. If no Global Preferred
Securities are then outstanding, an Administrative Trustee shall execute on
behalf of the Trust and the Property Trustee shall authenticate, upon written
order of any Administrative Trustee, a Global Preferred Security representing an
appropriate Liquidation Amount of Preferred Securities.

         (c)      Transfer and Exchange of Global Preferred Securities. Subject
to Section 9.2(d), the transfer and exchange of Global Preferred Securities or
beneficial interests therein shall be effected through the Clearing Agency in
accordance with this Agreement and the procedures of the Clearing Agency
therefor.

         (d)      Transfer of a Beneficial Interest in a Global Preferred
Security for a Definitive Preferred Security.

                  (i)      A Global Preferred Security deposited with the
         Clearing Agency or with the Property Trustee as custodian for the
         Clearing Agency pursuant to Section 7.3 shall be transferred to the
         beneficial owners thereof in the form of Definitive Preferred
         Securities only if such transfer complies with Section 9.2(c) and (1)
         the Clearing Agency notifies the Trust that it is unwilling or unable
         to continue as Clearing Agency for such Global Preferred Security or if
         at any time such Clearing Agency ceases to be a "clearing agency"
         registered under the Exchange Act and, in each case, a clearing agency
         is not appointed by the Sponsor within 90 days of receipt of such
         notice or of becoming aware of such condition, (2) a Default or an
         Event of Default has occurred and is continuing or (3) the Trust at its
         sole discretion elects to cause the issuance of Definitive Preferred
         Securities.

                  (ii)     Any Global Preferred Security that is transferable to
         the beneficial owners thereof in the form of Definitive Preferred
         Securities pursuant to this Section 9.2(d) shall be surrendered by the
         Clearing Agency to the Property Trustee located in the Borough of


                                       40
<PAGE>   47

         Manhattan, The City of New York, to be so transferred, in whole or from
         time to time in part, without charge, and the Property Trustee shall
         authenticate and make available for delivery, upon such transfer of
         each portion of such Global Preferred Security, an equal aggregate
         Liquidation Amount of Securities of authorized denominations in the
         form of Definitive Preferred Securities. Any portion of a Global
         Preferred Security transferred pursuant to this Section shall be
         registered in such names as the Clearing Agency shall direct.

         In the event of the occurrence of any of the events specified in clause
(i) above, the Administrative Trustees will promptly make available to the
Property Trustee a reasonable supply of Definitive Preferred Securities in fully
registered form without Distribution coupons.

         (e)      Restrictions on Transfer and Exchange of Global Preferred
Securities. Notwithstanding any other provisions of this Agreement (other than
the provisions set forth in subsection (d) of this Section 9.2), a Global
Preferred Security may not be transferred as a whole except by the Clearing
Agency to a nominee of the Clearing Agency or another nominee of the Clearing
Agency or by the Clearing Agency or any such nominee to a successor Clearing
Agency or a nominee of such successor Clearing Agency.

         (f)      Cancellation or Adjustment of Global Preferred Security. At
such time as all beneficial interests in a Global Preferred Security have either
been exchanged for Definitive Preferred Securities to the extent permitted by
this Agreement or redeemed, repurchased or canceled in accordance with the terms
of this Agreement, such Global Preferred Security shall be returned to the
Clearing Agency for cancellation or retained and canceled by the Property
Trustee. At any time prior to such cancellation, if any beneficial interest in a
Global Preferred Security is exchanged for Definitive Preferred Securities,
Preferred Securities represented by such Global Preferred Security shall be
reduced and an adjustment shall be made on the books and records of the Property
Trustee (if it is then the custodian for such Global Preferred Security) with
respect to such Global Preferred Security, by the Property Trustee or the
Securities Custodian, to reflect such reduction.

         (g)      Obligations with Respect to Transfers and Exchanges of
Preferred Securities.

         (i)      To permit registrations of transfers and exchanges,
    an Administrative Trustee shall execute and the Property Trustee shall
    authenticate Definitive Preferred Securities and Global Preferred
    Securities at the Registrar's request in accordance with the terms of
    this Agreement.

         (ii)     Registrations of transfers or exchanges will be
    effected without charge, but only upon payment (with such indemnity as
    the Trust or the Sponsor may require) in respect of any tax or other
    governmental charge that may be imposed in relation to it.

         (iii)    The Registrar shall not be required to register the
    transfer of or exchange of: (a) Preferred Securities during a period
    beginning at the opening of business 15 days before the day of mailing
    of a notice of redemption or any notice of selection of Preferred
    Securities for redemption and ending at the close of business on the
    day of such mailing;


                                       41
<PAGE>   48

    or (b) any Preferred Security so selected for redemption in whole or in
    part, except the unredeemed portion of any Preferred Security being
    redeemed in part.

         (iv)     All Preferred Securities issued upon any registration
    of transfer or exchange pursuant to the terms of this Agreement shall
    evidence the same security and shall be entitled to the same benefits
    under this Agreement as the Preferred Securities surrendered upon such
    registration of transfer or exchange.

         (h)      No Obligation of the Property Trustee.

         (i)      The Property Trustee shall have no responsibility or
    obligation to any beneficial owner of a Global Preferred Security, a
    Participant in the Clearing Agency or other Person with respect to the
    accuracy of the records of the Clearing Agency or its nominee or of any
    Participant thereof, with respect to any ownership interest in the
    Preferred Securities or with respect to the delivery to any
    Participant, beneficial owner or other Person (other than the Clearing
    Agency) of any notice (including any notice of redemption) or the
    payment of any amount, under or with respect to such Preferred
    Securities. All notices and communications to be given to the Holders
    and all payments to be made to Holders under the Preferred Securities
    shall be given or made only to or upon the order of the Holders (which
    shall be the Clearing Agency or its nominee in the case of a Global
    Preferred Security). The rights of beneficial owners in any Global
    Preferred Security shall be exercised only through the Clearing Agency
    subject to the applicable rules and procedures of the Clearing Agency.
    The Property Trustee may conclusively rely and shall be fully protected
    in relying upon information furnished by the Clearing Agency or any
    agent thereof with respect to its Participants and any beneficial
    owners.

         (ii)     The Property Trustee and Registrar shall have no
    obligation or duty to monitor, determine or inquire as to compliance
    with any restrictions on transfer imposed under this Agreement or under
    applicable law with respect to any transfer of any interest in any
    Preferred Security (including any transfers between or among Clearing
    Agency Participants or beneficial owners in any Global Preferred
    Security) other than to require delivery of such certificates and other
    documentation or evidence as are expressly required by, and to do so if
    and when expressly required by, the terms of this Agreement, and to
    examine the same to determine substantial compliance as to form with
    the express requirements hereof.

SECTION 9.3       Deemed Security Holders.

                  The Trust, the Trustees, the Registrar and the Paying Agent
may treat the Person in whose name any Security shall be registered on the books
and records of the Trust as the sole owner and Holder of such Security for
purposes of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Security on the part of any Person other than such Holder,
regardless of any notice to the contrary.


                                       42
<PAGE>   49

SECTION 9.4       Book Entry Interests.

                  Global Preferred Securities shall initially be registered on
the books and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency, and no Preferred Security Beneficial Owner will receive a
definitive Preferred Security Certificate representing such Preferred Security
Beneficial Owner's interests in such Global Preferred Securities, except as
provided in Section 9.2. Unless and until Definitive Preferred Securities have
been issued to the Preferred Security Beneficial Owners pursuant to Section 9.2:

                  (a)      the provisions of this Section 9.4 shall be in full
         force and effect;

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

                  (c)      to the extent that the provisions of this Section 9.4
         conflict with any other provisions of this Agreement, the provisions of
         this Section 9.4 shall control; and

                  (d)      the rights of the Preferred Security Beneficial
         Owners shall be exercised only through the Clearing Agency and shall be
         limited to those established by law and agreements between such
         Preferred Security Beneficial Owners and the Clearing Agency and/or the
         Participants, including receiving and transmitting payments of
         Distributions on the Global Certificates to such Participants. DTC will
         make book entry transfers among the Participants.

SECTION 9.5       Notices to Clearing Agency.

                  Whenever a notice or other communication to the Preferred
Security Holders is required to be given by a Trustee under this Agreement, such
Trustee shall give all such notices and communications specified herein to be
given to the Holders of Global Preferred Securities to the Clearing Agency and
shall have no notice obligations to the Preferred Security Beneficial Owners.

SECTION 9.6       Appointment of Successor Clearing Agency.

                  If any Clearing Agency elects to discontinue its services as
securities depositary with respect to the Preferred Securities, the
Administrative Trustees may, in their sole discretion, appoint a successor
Clearing Agency with respect to the Preferred Securities.


                                       43
<PAGE>   50

                                   ARTICLE X
                           LIMITATION OF LIABILITY OF
                    HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 10.1      Liability.

         (a)      Except as expressly set forth in this Agreement, the
Securities Guarantees and the terms of the Securities, the Sponsor shall not be:

                  (i)      personally liable for the return of any portion of
         the capital contributions (or any return thereon) of the Holders of the
         Securities which shall be made solely from assets of the Trust; and

                  (ii)     required to pay to the Trust or to any Holder of
         Securities (in its capacity as Holder) any deficit upon dissolution of
         the Trust or otherwise.

         (b)      The Sponsor shall be liable for all of the debts and
obligations of the Trust (other than with respect to the Securities) to the
extent not satisfied out of the Trust's assets.

         (c)      Pursuant to ss. 3803(a) of the Business Trust Act, the Holders
of the Preferred Securities shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

SECTION 10.2      Exculpation.

         (a)      No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person 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 Agreement or by law,
except that this provision shall not be deemed to modify Section 3.9(b).

         (b)      An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.

SECTION 10.3      Fiduciary Duty.

         (a)      To the extent that, at law or in equity, an Indemnified Person
has duties (including fiduciary duties) and liabilities relating thereto to the
Trust or to any other Covered Person, an Indemnified Person acting under this
Agreement shall not be liable to the Trust or to any other Covered Person for
its good faith reliance on the provisions of this Agreement. The


                                       44
<PAGE>   51

provisions of this Agreement, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity
(other than the duties imposed on the Property Trustee under the Trust Indenture
Act), are agreed by the parties hereto to replace such other duties and
liabilities of such Indemnified Person.

         (b)      Unless otherwise expressly provided herein:

                  (i)      whenever a conflict of interest exists or arises
         between any Covered Person and any Indemnified Person; or

                  (ii)     whenever this Agreement or any other agreement
         contemplated herein or therein provides that an Indemnified Person
         shall act in a manner that is, or provides terms that are, fair and
         reasonable to the Trust or any Holder of Securities,

the Indemnified Person shall resolve such conflict of interest, take such action
or provide such terms, considering in each case the relative interest of each
party (including its own interest) to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interests, any customary
or accepted industry practices, and any applicable generally accepted accounting
practices or principles. In the absence of bad faith by the Indemnified Person,
the resolution, action or term so made, taken or provided by the Indemnified
Person shall not constitute a breach of this Agreement or any other agreement
contemplated herein or of any duty or obligation of the Indemnified Person at
law or in equity or otherwise.

         (c)      Whenever in this Agreement an Indemnified Person is permitted
or required to make a decision:

                  (i)      in its "sole discretion" or "discretion" or under a
         grant of similar authority, the Indemnified Person shall be entitled to
         consider such interests and factors as it desires, including its own
         interests, and shall have no duty or obligation to give any
         consideration to any interest of or factors affecting the Trust or any
         other Person; or

                  (ii)     in its "good faith" or under another express
         standard, the Indemnified Person shall act under such express standard
         and shall not be subject to any other or different standard imposed by
         this Agreement or by applicable law.

SECTION 10.4      Indemnification.

                  (a)      (i) The Sponsor shall indemnify, to the full extent
         permitted by law, any Company Indemnified Person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the Trust) by reason of the fact that he is or was a Company
         Indemnified Person against expenses (including reasonable attorneys'
         fees and expenses), judgments, fines and amounts paid in settlement
         actually and reasonably incurred by him in connection with such action,
         suit or proceeding if he acted in good faith and in a manner he
         reasonably believed to be in or not opposed to the best interests of
         the Trust, and, with respect to any criminal action or proceeding, had
         no reasonable cause to believe his conduct was


                                       45
<PAGE>   52

         unlawful. The termination of any action, suit or proceeding by
         judgment, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the Company Indemnified Person did not act in good
         faith and in a manner which he reasonably believed to be in or not
         opposed to the best interests of the Trust, and, with respect to any
         criminal action or proceeding, had reasonable cause to believe that his
         conduct was unlawful.

                  (ii)     The Sponsor shall indemnify, to the full extent
         permitted by law, any Company Indemnified Person who was or is a party
         or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the Trust to procure a
         judgment in its favor by reason of the fact that he is or was a Company
         Indemnified Person against expenses (including reasonable attorneys'
         fees and expenses) actually and reasonably incurred by him in
         connection with the defense or settlement of such action or suit if he
         acted in good faith and in a manner he reasonably believed to be in or
         not opposed to the best interests of the Trust and except that no such
         indemnification shall be made in respect of any claim, issue or matter
         as to which such Company Indemnified Person shall have been adjudged to
         be liable to the Trust unless and only to the extent that the Court of
         Chancery of Delaware or the court in which such action or suit was
         brought shall determine upon application that, despite the adjudication
         of liability but in view of all the circumstances of the case, such
         Company Indemnified Person is fairly and reasonably entitled to
         indemnity for such expenses which such Court of Chancery or such other
         court shall deem proper.

                  (iii)    To the extent that a Company Indemnified Person shall
         be successful on the merits or otherwise (including dismissal of an
         action without prejudice or the settlement of an action without
         admission of liability) in defense of any action, suit or proceeding
         referred to in paragraphs (i) and (ii) of this Section 10.4(a), or in
         defense of any claim, issue or matter therein, he shall be indemnified,
         to the full extent permitted by law, against expenses (including
         attorneys' fees) actually and reasonably incurred by him in connection
         therewith.

                  (iv)     Any indemnification under paragraphs (i) and (ii) of
         this Section 10.4(a) (unless ordered by a court) shall be made by the
         Sponsor only as authorized in the specific case upon a determination
         that indemnification of the Company Indemnified Person is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in paragraphs (i) and (ii). Such determination shall be made (1)
         by the Administrative Trustees by a majority vote of a Quorum
         consisting of such Administrative Trustees who were not parties to such
         action, suit or proceeding, (2) if such a Quorum is not obtainable, or,
         even if obtainable, if a Quorum of disinterested Administrative
         Trustees so directs, by independent legal counsel in a written opinion,
         or (3) by the Common Security Holder of the Trust.

                  (v)      Expenses (including reasonable attorneys' fees and
         expenses) incurred by a Company Indemnified Person in defending a
         civil, criminal, administrative or investigative action, suit or
         proceeding referred to in paragraphs (i) and (ii) of this Section
         10.4(a) shall be paid by the Sponsor in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of such


                                       46
<PAGE>   53

         Company Indemnified Person to repay such amount if it shall ultimately
         be determined that he is not entitled to be indemnified by the Sponsor
         as authorized in this Section 10.4(a). Notwithstanding the foregoing,
         no advance shall be made by the Sponsor if a determination is
         reasonably and promptly made (1) by the Administrative Trustees by a
         majority vote of a Quorum of disinterested Administrative Trustees, (2)
         if such a Quorum is not obtainable, or, even if obtainable, if a quorum
         of disinterested Administrative Trustees so directs, by independent
         legal counsel in a written opinion or (3) by the Common Security Holder
         of the Trust, that, based upon the facts known to the Administrative
         Trustees, counsel or the Common Security Holder at the time such
         determination is made, such Company Indemnified Person acted in bad
         faith or in a manner that such Person did not believe to be in or not
         opposed to the best interests of the Trust, or, with respect to any
         criminal proceeding, that such Company Indemnified Person believed or
         had reasonable cause to believe his conduct was unlawful. In no event
         shall any advance be made in instances where the Administrative
         Trustees, independent legal counsel or Common Security Holder
         reasonably determine that such person deliberately breached his duty to
         the Trust or its Common or Preferred Security Holders.

                  (vi)     The indemnification and advancement of expenses
         provided by, or granted pursuant to, the other paragraphs of this
         Section 10.4(a) shall not be deemed exclusive of any other rights to
         which those seeking indemnification and advancement of expenses may be
         entitled under any agreement, vote of stockholders or disinterested
         directors of the Sponsor or Preferred Security Holders of the Trust or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office. All rights to
         indemnification under this Section 10.4(a) shall be deemed to be
         provided by a contract between the Sponsor and each Company Indemnified
         Person who serves in such capacity at any time while this Section
         10.4(a) is in effect. Any repeal or modification of this Section
         10.4(a) shall not affect any rights or obligations then existing.

                  (vii)    The Sponsor or the Trust may purchase and maintain
         insurance on behalf of any Person who is or was a Company Indemnified
         Person against any liability asserted against him and incurred by him
         in any such capacity, or arising out of his status as such, whether or
         not the Sponsor would have the power to indemnify him against such
         liability under the provisions of this Section 10.4(a).

                  (viii)   For purposes of this Section 10.4(a), references to
         "the Trust" shall include, in addition to the resulting or surviving
         entity, any constituent entity (including any constituent of a
         constituent) absorbed in a consolidation or merger, so that any person
         who is or was a director, trustee, officer or employee of such
         constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee or agent
         of another entity, shall stand in the same position under the
         provisions of this Section 10.4(a) with respect to the resulting or
         surviving entity as he would have with respect to such constituent
         entity if its separate existence had continued.

                  (ix)     The indemnification and advancement of expenses
         provided by, or granted pursuant to, this Section 10.4(a) shall, unless
         otherwise provided when authorized or ratified, continue as to a Person
         who has ceased to be a Company Indemnified Person and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.


                                       47
<PAGE>   54

         (b)      To the fullest extent permitted by law, the Sponsor agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without gross negligence (or, in the case of the
Property Trustee, negligence), willful misconduct or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. With respect to the Property Trustee, this
provision shall not be deemed to modify Section 3.9(b) or the Trust Indenture
Act. The obligation to indemnify as set forth in this Section 10.4(b) shall
survive the resignation or removal of the Property Trustee or the Delaware
Trustee and the satisfaction and discharge of this Agreement.

SECTION 10.5      Outside Businesses.

                  Any Covered Person, the Sponsor, the Delaware Trustee and the
Property Trustee (subject to Section 5.3(c)) may engage in or possess an
interest in other business ventures of any nature or description, independently
or with others, similar or dissimilar to the business of the Trust, and the
Trust and the Holders of Securities shall have no rights by virtue of this
Agreement in and to such independent ventures or the income or profits derived
therefrom, and the pursuit of any such venture, even if competitive with the
business of the Trust, shall not be deemed wrongful or improper. No Covered
Person, the Sponsor, the Delaware Trustee, or the Property Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware
Trustee and the Property Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Covered Person, the
Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for, or act on any committee or
body of holders of, securities or other obligations of the Sponsor or its
Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

SECTION 11.1      Fiscal Year.

                  The fiscal year ("Fiscal Year") of the Trust shall be the
calendar year, or such other year as is required by the Code.


                                       48
<PAGE>   55

SECTION 11.2      Certain Accounting Matters.

         (a)      At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail, each
transaction of the Trust. The books of account shall be maintained on the
accrual method of accounting, in accordance with generally accepted accounting
principles, consistently applied. The Trust shall use the accrual method of
accounting for United States Federal income tax purposes. The books of account
and the records of the Trust shall be examined by and reported upon as of the
end of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrative Trustees.

         (b)      The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, within 90 days after the end of
each Fiscal Year of the Trust, annual financial statements of the Trust,
including a balance sheet of the Trust as of the end of such Fiscal Year, and
the related statements of income or loss.

         (c)      The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, any annual United States
Federal income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such information statements within 30 days after the end
of each Fiscal Year of the Trust.

         (d)      The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States Federal
income tax return, on a Form 1041 or such other form required by United States
Federal income tax law, and any other annual income tax returns required to be
filed by the Administrative Trustees on behalf of the Trust with any state or
local taxing authority.

SECTION 11.3      Banking.

                  The Trust shall maintain one or more bank accounts in the name
and for the sole benefit of the Trust; provided, however, that all payments of
funds in respect of the Debentures held by the Property Trustee shall be made
directly to the Property Trustee Account and no other funds of the Trust shall
be deposited in the Property Trustee Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Trustee Account.

SECTION 11.4      Withholding.

                  The Trust and the Administrative Trustees shall comply with
all withholding requirements under United States Federal, state and local law.
The Trust shall request, and the Holders shall provide to the Trust, such forms
or certificates as are necessary to establish an exemption from withholding with
respect to each Holder, and any representations and forms as shall reasonably be
requested by the Administrative Trustees to assist them in determining the


                                       49
<PAGE>   56

extent of, and in fulfilling, the Trust's withholding obligations. The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any authority with respect to Distributions or allocations to any
Holder, the amount withheld shall be deemed to be a Distribution in the amount
of the withholding to the Holder. In the event of any claim of excess
withholding, Holders shall be limited to an action against the applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Trust may reduce subsequent Distributions by the amount
of such withholding.

                                  ARTICLE XII
                             AMENDMENTS AND MEETINGS

SECTION 12.1      Amendments.

         (a)      Except as otherwise provided in this Agreement or by any
applicable terms of the Securities (including as set forth in Section 7 of Annex
I hereto), this Agreement may only be amended by a written instrument approved
and executed by:

                  (i)      the Sponsor and the Administrative Trustees (or, if
         there are more than two Administrative Trustees, a majority of the
         Administrative Trustees);

                  (ii)     if the amendment affects the rights, powers, duties,
         obligations or immunities of the Property Trustee, the Property
         Trustee; and

                  (iii)    if the amendment affects the rights, powers, duties,
         obligations or immunities of the Delaware Trustee, the Delaware
         Trustee.

         (b)      No amendment shall be made, and any such purported amendment
shall be void and ineffective:

                  (i)      unless, in the case of any proposed amendment, the
         Property Trustee shall have first received an Officers' Certificate
         from each of the Trust and the Sponsor that such amendment is permitted
         by, and conforms to, the terms of this Agreement (including the terms
         of the Securities);

                  (ii)     unless, in the case of any proposed amendment which
         affects the rights, powers, duties, obligations or immunities of the
         Property Trustee, the Property Trustee shall have first received:

                           (A)      an Officers' Certificate from each of the
                  Trust and the Sponsor that such amendment is permitted by, and
                  conforms to, the terms of this Agreement (including the terms
                  of the Securities); and

                           (B)      an Opinion of Counsel that such amendment is
                  permitted by, and conforms to, the terms of this Agreement
                  (including the terms of the Securities)



                                       50
<PAGE>   57

                  and that all conditions precedent to the execution and
                  delivery of such amendment have been satisfied; and

                  (iii)    to the extent the result of such amendment would:

                           (A)      cause the Trust to fail to be classified for
                  purposes of United States Federal income taxation as a grantor
                  trust;

                           (B)      reduce or otherwise adversely affect the
                  powers of the Property Trustee in contravention of the Trust
                  Indenture Act; or

                           (C)      cause the Trust to be deemed to be an
                  Investment Company required to be registered under the
                  Investment Company Act.

         (c)      At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of the Securities may be effected only
with such additional requirements as may be set forth in the terms of such
Securities; provided, however, that, without the consent of each Holder of the
Securities, this Agreement may not be amended to (i) change the Distribution
rate (or manner of calculation of the Distribution rate), amount, timing or
currency or otherwise adversely affect the method of any required payment, (ii)
change the purposes of the Trust, (iii) authorize the issuance of any additional
beneficial interests in the Trust, (iv) change the redemption provisions, (v)
change the conditions precedent for the Sponsor to elect to dissolve the Trust
and distribute the Debentures to the Holders of the Securities, (vi) change the
Liquidation Distribution or other provisions relating to the distribution of
amounts payable upon the dissolution and liquidation of the Trust, (vii) affect
the limited liability of any Holder of the Securities or (viii) restrict the
right of a Holder of the Securities to institute suit for the enforcement of any
required payment on or after the due date therefor (or in the case of
redemption, on the Redemption Date).

         (d)      Section 9.1(c) and this Section 12.1 shall not be amended
without the consent of all of the Holders of the Securities.

         (e)      Article IV shall not be amended without the consent of the
Holders of a Majority in Liquidation Amount of the Common Securities.

         (f)      The rights of the Holders of the Common Securities under
Article V to increase or decrease the number of, and to appoint and remove,
Trustees shall not be amended without the consent of the Holders of a Majority
in Liquidation Amount of the Common Securities.

         (g)      Notwithstanding Section 12.1(c), this Agreement may be amended
by the Sponsor and the Trustees without the consent of the Holders of the
Securities to:

                  (i)      cure any ambiguity, correct or supplement any
         provision in this Agreement that may be inconsistent with any other
         provision of this Agreement or make any other


                                       51
<PAGE>   58

         provisions with respect to matters or questions arising under this
         Agreement not inconsistent with any other provisions of this Agreement;

                  (ii)     modify, eliminate or add to any provisions of this
         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 Securities are outstanding or to
         ensure that the Trust will not be required to register as an Investment
         Company under the Investment Company Act;

provided, however, that, in each case, such action shall not adversely affect in
any material respect the interests of the Holders of the Securities, and any
such amendments of this Agreement shall become effective when notice thereof is
given to the Holders of the Securities.

SECTION 12.2      Meetings of the Holders of Securities; Action by Written
                  Consent.

         (a)      Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Agreement, the
terms of the Securities or the rules of any stock exchange or quotation system
or market on which the Preferred Securities are listed or admitted for trading.
The Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in Liquidation Amount of the
Securities of such class. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in a writing stating that the
signing Holders of Securities wish to call a meeting and indicating the general
or specific purpose for which the meeting is to be called. Any Holders of
Securities calling a meeting shall specify in writing the security certificates
held by the Holders of Securities exercising the right to call a meeting and
only those Securities specified shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of this
paragraph has been met.

         (b)      Whenever a vote, consent or approval of the Holders of
Securities is permitted or required under this Agreement or the rules of any
stock exchange or quotation system or market on which the Preferred Securities
are listed or admitted for trading, such vote, consent or approval may be given
at a meeting of the Holders of Securities. Any action that may be taken at a
meeting of the Holders of Securities may be taken without a meeting if a consent
in writing setting forth the action so taken is signed by the Holders of
Securities owning not less than the minimum amount of Securities in Liquidation
Amount that would be necessary to authorize or take such action at a meeting at
which all Holders of Securities having a right to vote thereon were present and
voting. Prompt notice of the taking of action without a meeting shall be given
to the Holders of Securities entitled to vote who have not consented in writing.

         (c)      Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

                  (i)      notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least seven
         days and not more than 60 days before the date of such meeting. The
         Administrative Trustees may specify that any written ballot


                                       52
<PAGE>   59

         submitted to the Security Holders for the purpose of taking any action
         without a meeting shall be returned to the Trust within the time
         specified by the Administrative Trustees;

                  (ii)     each Holder of a Security may authorize any Person to
         act for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of eleven months from the date thereof unless otherwise
         provided in the proxy. Every proxy shall be revocable at the pleasure
         of the Holder of Securities executing it. Except as otherwise provided
         herein, all matters relating to the giving, voting or validity of
         proxies shall be governed by the General Corporation Law of the State
         of Delaware relating to proxies, and judicial interpretations
         thereunder, as if the Trust were a Delaware corporation and the Holders
         of the Securities were stockholders of a Delaware corporation;

                  (iii)    each meeting of the Holders of the Securities shall
         be conducted by the Administrative Trustees or by such other Person
         that the Administrative Trustees may designate; and

                  (iv)     unless the Business Trust Act, this Agreement, the
         terms of the Securities, the Trust Indenture Act or the listing rules
         of any stock exchange or quotation system or market on which the
         Preferred Securities are then listed or trading, otherwise provides,
         the Administrative Trustees, in their sole discretion, shall establish
         all other provisions relating to meetings of Holders of Securities,
         including notice of the time, place or purpose of any meeting at which
         any matter is to be voted on by any Holders of Securities, waiver of
         any such notice, action by consent without a meeting, the establishment
         of a record date, quorum requirements, voting in person or by proxy or
         any other matter with respect to the exercise of any such right to
         vote.

                                  ARTICLE XIII
                       REPRESENTATIONS OF PROPERTY TRUSTEE
                              AND DELAWARE TRUSTEE

SECTION 13.1      Representations and Warranties of Property Trustee.

                  The Trustee that acts as initial Property Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Agreement, and
each Successor Property Trustee represents and warrants, as applicable, to the
Trust and the Sponsor at the time of the Successor Property Trustee's acceptance
of its appointment as Property Trustee that:

         (a)      the Property Trustee is a banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or a State of the
United States, as the case may be, with corporate power and authority to execute
and deliver, and to carry out and perform its obligations under the terms of,
this Agreement;


                                       53
<PAGE>   60

         (b)      the execution, delivery and performance by the Property
Trustee of the Agreement have been duly authorized by all necessary corporate
action on the part of the Property Trustee. The Agreement has been duly executed
and delivered by the Property Trustee under applicable law and constitutes a
legal, valid and binding obligation of the Property Trustee, enforceable against
it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors' rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law);

         (c)      the execution, delivery and performance of this Agreement by
the Property Trustee do not conflict with or constitute a breach of the charter
or by-laws of the Property Trustee; and

         (d)      no consent, approval or authorization of, or registration with
or notice to, any federal or state banking authority is required for the
execution, delivery or performance by the Property Trustee of this Agreement,
which consent, approval, authorization or registration has not been obtained.

SECTION 13.2      Representations and Warranties of Delaware Trustee.

                  The Trustee that acts as initial Delaware Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Agreement, and
each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee's acceptance of its
appointment as Delaware Trustee that:

         (a)      the Delaware Trustee is a banking corporation, a national
banking association or a bank or trust company, duly organized, validly existing
and in good standing under the laws of the United States or the State of
Delaware, as the case may be, with corporate power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Agreement;

         (b)      the execution, delivery and performance by the Delaware
Trustee of this Agreement have been duly authorized by all necessary corporate
action on the part of the Delaware Trustee. This Agreement has been duly
executed and delivered by the Delaware Trustee under Delaware law and
constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);

         (c)      the execution, delivery and performance of this Agreement by
the Delaware Trustee do not conflict with or constitute a breach of the charter
or by-laws of the Delaware Trustee;

         (d)      no consent, approval or authorization of, or registration with
or notice to, any Federal or Delaware banking authority governing the trust
powers of the Delaware Trustee is


                                       54
<PAGE>   61

required for the execution, delivery or performance by the Delaware Trustee of
this Agreement; and

         (e)      the Delaware Trustee is a natural person who is a resident of
the State of Delaware or, if not a natural person, an entity which has its
principal place of business in the State of Delaware, and is a Person that
satisfies for the Trust Section 3807(a) of the Business Trust Act.

                                  ARTICLE XIV
                                  MISCELLANEOUS

SECTION 14.1      Notices.

                  All notices provided for in this Agreement shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied (with the original to follow by first class mail) or mailed by first
class mail, as follows:

         (a)      if given to the Trust, in care of the Administrative Trustees
at the Trust's mailing address set forth below (or such other address as the
Trust may give notice of to the Holders of the Securities):

                           Cox Radio Trust [___]
                           c/o Cox Radio, Inc.
                           1400 Lake Hearn Drive
                           Atlanta, Georgia 30319
                           Attention: Richard Jacobson
                           Telephone: (404) 843-5111
                           Telecopier: (404) 847-5142

                           With a copy to:

                           Dow, Lohnes & Albertson, PLLC
                           1200 New Hampshire Avenue, NW
                           Suite 800
                           Washington, D.C. 20036
                           Facsimile No.: (202) 776-2222
                           Attention: Stuart A. Sheldon

         (b)      if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

                           The Bank of New York (Delaware)
                           23 White Clay Center
                           Route 273
                           Newark, Delaware 19711


                                       55
<PAGE>   62

                           Telephone: (212) 815-5758
                           Telecopier: (212) 815-5915

         (c)      if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property Trustee
may give notice of to the Holders of the Securities):

                      The Bank of New York
                      101 Barclay Street, Floor 21 West
                      New York, New York 10286
                      Attention: Corporate Trust Administration
                      Telephone: (212) 815-5758
                      Telecopier: (212) 815-5915

         (d)      if given to the Holder of the Common Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Securities may give notice to the Trust):

                           Cox Radio, Inc.
                           1400 Lake Hearn Drive
                           Atlanta, Georgia 30319
                           Attention: Richard Jacobson
                           Telephone: (404) 843-5111
                           Telecopier: (404) 847-5142

         (e)      if given to any other Holder, at the address set forth on the
books and records of the Trust.

                  All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 14.2      Governing Law.

                  This Agreement and the rights of the parties hereunder shall
be governed by and construed in accordance with the laws of the State of
Delaware and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws, except that the rights, limitations of
rights, obligations, duties and immunities of the Property Trustee shall be
governed by and construed in accordance with the laws of the State of New York.

SECTION 14.3      Intention of the Parties.

                  It is the intention of the parties hereto that the Trust be
classified for United States Federal income tax purposes as a grantor trust. The
provisions of this Agreement shall be interpreted to further this intention of
the parties.


                                       56
<PAGE>   63

SECTION 14.4      Headings.

                  The Table of Contents, Cross-Reference Table and Headings
contained in this Agreement are inserted for convenience of reference only and
do not affect the interpretation of this Agreement or any provision hereof.

SECTION 14.5      Successors and Assigns.

                  Whenever in this Agreement any of the parties hereto is named
or referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Agreement by the Sponsor and
the Trustees shall bind and inure to the benefit of their respective successors
and assigns, whether so expressed.

SECTION 14.6      Partial Enforceability.

                  If any provision of this Agreement, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of
this Agreement, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

SECTION 14.7      Counterparts.

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


                                       57
<PAGE>   64

                  IN WITNESS WHEREOF, the undersigned have caused this Amended
and Restated Trust Agreement to be executed as of the day and year first above
written.

                                Robert F. Neil, as Administrative Trustee of the
                                Trust


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


                                Maritza C. Pichon, as Administrative Trustee of
                                the Trust


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


                                Richard Jacobson, as Administrative Trustee of
                                the Trust


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


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

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

                                THE BANK OF NEW YORK, as Property Trustee
                                of the Trust

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


                                       58
<PAGE>   65

                                Cox RADIO, Inc.,
                                as Sponsor of the Trust

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


                                       59
<PAGE>   66

                                     ANNEX I

                                    TERMS OF

                          ______% PREFERRED SECURITIES

                           ________% COMMON SECURITIES

                  Pursuant to Section 7.1 of the Amended and Restated Trust
Agreement of the Trust, dated as of __________ ___, _____ (as amended from time
to time, the "Agreement"), the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities and the
Common Securities (collectively, the "Securities") are set forth below (each
capitalized term used but not defined herein has the meaning set forth in the
Agreement or, if not defined in such Agreement, as defined in the Indenture):

                  1.       Designation and Number.

                  (a)      Preferred Securities. Up to ___________ Preferred
Securities of the Trust, with an aggregate liquidation amount with respect to
the assets of the Trust of ________________________ dollars
($_____________________), and with a Liquidation Amount with respect to the
assets of the Trust of $ per security, are hereby designated for the purposes of
identification only as "_____% Preferred Securities" (the "Preferred
Securities"). The certificates evidencing the Preferred Securities shall be
substantially in the form of Exhibit A-1 to the Agreement, with such changes and
additions thereto or deletions therefrom as may be required by ordinary usage,
custom or practice or to conform to the rules of any stock exchange or quotation
system on which the Preferred Securities are listed or quoted.

                  (b)      Common Securities. Up to ____________ Common
Securities of the Trust with an aggregate Liquidation Amount with respect to the
assets of the Trust of ________________________________dollars
($________________), and with a Liquidation Amount with respect to the assets of
the Trust of $ per security, are hereby designated for the purposes of
identification only as "_____% Common Securities" (the "Common Securities"). The
certificates evidencing the Common Securities shall be substantially in the form
of Exhibit A-2 to the Agreement, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.

                  2.       Distributions.

                  (a)      Distributions on each Security will be payable at a
rate per annum of ____ % (the "Distribution Rate") of the liquidation amount of
$ per Security (the "Liquidation Amount"), such rate being the rate of interest
payable on the Debentures to be held by the Property Trustee. Distributions in
arrears for more than one quarterly period will bear additional distributions
thereon compounded quarterly at the applicable periodic Distribution Rate (to
the extent permitted by applicable law). The term "Distributions", as used
herein, includes any such additional distributions unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds legally available therefor.


<PAGE>   67

                  (b)      Distributions on the Securities will be cumulative,
will accumulate from the most recent date to which Distributions have been paid
or, if no Distributions have been paid, from and including __________ ___,
_____, to but excluding the related Distribution Date or Redemption Date (each
defined below) and will be payable quarterly in arrears on __________,
____________, _____________ and ____________of each year, commencing __________
___, _____ (each, a "Distribution Date"), except as otherwise described below.
The amount of Distributions payable for any Distribution Period will be computed
on the basis of a 360-day year consisting of twelve 30-day months. The
distributions payable for any partial period will be computed on the basis of
the actual number of days elapsed in such period. "Distribution Period" means
the period from and including the immediately preceding Distribution Date (or
__________ ___, _____ in the case of the first Distribution Period) to but
excluding the applicable Distribution Date or Redemption Date. If a Distribution
Date is not a Business Day, then such Distribution will be made on the next
succeeding Business Day. However, if the next succeeding Business Day is in the
next succeeding calendar year, such distribution will be made on the immediately
preceding Business Day.

                  As long as no Event of Default has occurred and is continuing
under the Indenture, the Debenture Issuer has the right under the Indenture to
defer payments of interest on the Debentures by extending the interest payment
period at any time and from time to time for a period not exceeding 20
consecutive quarterly periods (each quarterly period as to which quarterly
interest payments have been deferred is referred to herein as an "Extension
Period"), provided that an Extension Period must end on an Interest Payment Date
for the Debentures and may not extend beyond the Stated Maturity Date or date of
earlier redemption for the Debentures. As a consequence of such deferral,
Distributions on the Securities will also be deferred during an Extension
Period. Despite such deferral, quarterly Distributions will continue to
accumulate with additional interest thereon (to the extent permitted by
applicable law but not at a rate greater than the rate at which interest is then
accruing on the Debentures) at the Distribution Rate then in effect, compounded
quarterly during any Extension Period. Prior to the termination of an Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that an Extension Period, together
with all such previous and further extensions, may not exceed 20 consecutive
quarterly periods, must end on an Interest Payment Date for the Debentures and
may not extend beyond the Stated Maturity Date or date of earlier redemption for
the Debentures. At the end of an Extension Period, all accumulated and unpaid
Distributions (but only to the extent payments are made in respect of the
Debentures held by the Property Trustee and to the extent the Property Trustee
has funds legally available therefor) will be payable to the Holders as they
appear on the books and records of the Trust on the record date immediately
preceding the end of the Extension Period. Upon the termination of any Extension
Period (or any extension thereof) and the payment of all amounts then due, the
Debenture Issuer may commence a new Extension Period, subject to the foregoing
requirements.

                  (c)      Distributions on a Distribution Date will be payable
to the Holders thereof as they appear on the books and records of the Trust on
the day immediately preceding such Distribution Date. If the Preferred
Securities are ever issued in the form of Definitive Preferred Securities, the
record date for the payment of Distributions shall be the 15th day of the
calendar month in which the Distribution Date occurs, even if that day is not a
Business Day. The


                                      I-2
<PAGE>   68

relevant record dates for the Common Securities shall be the same as the record
dates for the Preferred Securities. Distributions payable on any Securities that
are not punctually paid or duly provided for on any Distribution Date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted Distributions will instead be payable to the Person in whose
name such Securities are registered on the Special Record Date or other
specified date determined in accordance with the Indenture.

         (d)      In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed on a Pro Rata (as defined herein) basis among the Holders of the
Securities.

                  3.       Liquidation Distribution Upon Dissolution.

         In the event of any dissolution of the Trust, the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing, after satisfaction (or
reasonable provision for satisfaction) of liabilities to creditors of the Trust
as provided by applicable law, to the Holders of the Securities a Like Amount
(as defined below) of the Debentures, unless such distribution is determined by
the Property Trustee not to be practicable, in which event such Holders will be
entitled to receive out of the assets of the Trust legally available for
distribution to Holders, after satisfaction (or reasonable provision for
satisfaction) of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the Liquidation Amount of $      per
Security plus accumulated and unpaid Distributions thereon to the date of
payment (such amount is referred to herein as the "Liquidation Distribution").

         "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to the principal amount of
Debentures to be paid in accordance with their terms and (ii) with respect to a
distribution of Debentures upon the dissolution of the Trust, Debentures having
a principal amount equal to the Liquidation Amount of the Securities of the
Holder to whom such Debentures are distributed.

         If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets legally available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

                  4.       Redemption and Distribution.

                  (a)      Upon the repayment of the Debentures in whole or in
part, at stated maturity or date of earlier redemption (either at the option of
the Debenture Issuer or pursuant to a Special Event, as described below), the
proceeds from such repayment shall be simultaneously applied by the Property
Trustee to redeem a Like Amount of the Securities at a redemption price equal to
(i) in the case of the repayment of the Debentures at stated maturity, the
Maturity Redemption Price (as defined below), (ii) in the case of the optional
redemption of the Debentures upon the occurrence, prior to ______________, and
continuation of a Special Event, the Special Event Redemption Price (as defined
below) and (iii) in the case of the optional


                                      I-3
<PAGE>   69

redemption of the Debentures other than as a result of the occurrence and
continuance of a Special Event, the Optional Redemption Price (as defined
below). The Maturity Redemption Price, the Special Event Redemption Price and
the Optional Redemption Price are referred to collectively as the "Redemption
Price" and the date fixed for redemption of the Securities is referred to herein
as the "Redemption Date". Holders will be given not less than 30 nor more than
60 days' prior written notice of such redemption. Any redemption of Securities
shall be made, and the applicable Redemption Price shall be payable, on the
Redemption Date, and only to the extent that the Trust has funds legally
available for the payment thereof.

                  (b)      (i) The "Maturity Redemption Price" shall mean a
price equal to 100% of the Liquidation Amount of the Securities to be redeemed
plus accumulated and unpaid Distributions thereon, if any, to the date of
redemption.

         (ii)     In the case of an optional redemption other than as a result
of the occurrence and continuance of a Special Event, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Preferred Securities will be redeemed on a Pro Rata basis and the Preferred
Securities to be redeemed will be determined as described in Section 4(f)(ii)
below. Upon the entry of an order for the dissolution of the Trust by a court of
competent jurisdiction, the Debentures thereafter will be subject to optional
repayment, in whole, but not in part, on or after ____________________.

         The Debenture Issuer shall have the right (subject to the conditions in
the Indenture) to redeem the Debentures in whole or in part at any time on or
after ____________________, and, simultaneous with such redemption, to cause a
Like Amount of the Securities to be redeemed by the Trust at the Optional
Redemption Price on a Pro Rata basis. "Optional Redemption Price" shall mean a
price equal to 100% of the Liquidation Amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of redemption.

                  (c)      If at any time a Special Event occurs prior to
_______________ and is continuing, the Debenture Issuer shall have the right
(subject to the conditions set forth in the Indenture) to redeem the Debentures
in whole, but not in part, within the 90 days following the occurrence of such
Special Event (the "90 Day Period"), and, simultaneous with such redemption, to
cause a Like Amount of the Securities to be redeemed by the Trust at the Special
Event Redemption Price on a Pro Rata basis.

                  "Investment Company Act Event" means that the Trust has
received an opinion of counsel experienced in such matters to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or will be considered an "investment
company" under the Investment Company Act that is required to be registered
under this law, which change becomes effective on or after __________ ___,
_____.

         "Tax Event" shall occur upon receipt by the Administrative Trustees and
the Debenture Issuer of an Opinion of Counsel from counsel experienced in such
matters to the effect that, as a result of any amendment to, or change
(including any announced prospective change) in, the laws or any regulations
thereunder of the United States or any political subdivision or taxing


                                      I-4
<PAGE>   70

authority thereof or therein, or as a result of any official administrative
pronouncement or judicial decision interpreting or applying such laws or
regulations, which amendment or change is effective or which pronouncement or
decision is announced on or after the date of the Agreement, there is more than
an insubstantial risk that (i) the Trust is, or will be within 90 days of the
date of such opinion, subject to United States federal income tax with respect
to income received or accrued on the Debentures, (ii) the interest payable by
the Debenture Issuer on the Debentures is not, or within 90 days of the date of
such opinion will not be, deductible by the Debenture Issuer, 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 of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental charges.

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

         "Special Event Redemption Price" shall mean a price equal to 100% of
the Liquidation Amount of Securities to be redeemed plus accumulated and unpaid
Distributions thereon, if any, to the date of such redemption.

                  (d)      On and from the date fixed by the Administrative
Trustees for any distribution of Debentures and liquidation of the Trust: (i)
the Securities will no longer be deemed to be outstanding; (ii) the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee), as the
Holder of the Preferred Securities, will receive a registered global certificate
or certificates representing the Debentures to be delivered upon such
distribution; and (iii) any certificates representing Securities not held by the
Clearing Agency or its nominee (or any successor Clearing Agency or its nominee)
will be deemed to represent beneficial interests in Debentures until such
certificates are presented to the Debenture Issuer or its agent for transfer or
reissue.

                  (e)      The Trust may not redeem fewer than all the
outstanding Securities unless all accumulated and unpaid Distributions have been
paid on all Securities for all Distribution periods terminating on or before the
Redemption Date.

                  (f)      The procedure with respect to redemptions or
distributions of Debentures shall be as follows:

                  (i)      Notice of any redemption of, or notice of
         distribution of Debentures in exchange for, the Securities (a
         "Redemption/Distribution Notice") will be given by an Administrative
         Trustee on behalf of the Trust by mail to each Holder of Securities to
         be redeemed or exchanged not fewer than 30 nor more than 60 days before
         the date fixed for redemption or exchange thereof which, in the case of
         a redemption, will be the date fixed for redemption of the Debentures.
         For purposes of the calculation of the date of redemption or exchange
         and the dates on which notices are given pursuant to this Section
         4(f)(i), a Redemption/Distribution Notice shall be deemed to be given
         on the day such notice is first mailed by first-class mail, postage
         prepaid, to Holders of Securities. Each Redemption/Distribution Notice
         shall be addressed to the Holders of Securities at the address of each
         such Holder appearing in the books and records of the Trust. No defect
         in the Redemption/Distribution Notice or in the mailing of either
         thereof with respect to


                                      I-5
<PAGE>   71

         any Holder shall affect the validity of the redemption or exchange
         proceedings with respect to any other Holder.

                  (ii)     In the event that fewer than all the outstanding
         Securities are to be redeemed, the Securities to be redeemed shall be
         redeemed on a Pro Rata basis from each Holder of Preferred Securities,
         it being understood that, in respect of Preferred Securities registered
         in the name of and held of record by the Clearing Agency or its nominee
         (or any successor Clearing Agency or its nominee) or any nominee, the
         distribution of the proceeds of such redemption will be made to the
         Clearing Agency and disbursed by such Clearing Agency in accordance
         with the procedures applied by such agency or nominee.

                  (iii)    If Securities are to be redeemed and the Trust gives
         a Redemption/Distribution Notice (which notice will be irrevocable),
         then (A) with respect to Global Preferred Securities representing
         Preferred Securities issued in book-entry form, by 12:00 noon, New York
         City time, on the Redemption Date, provided that the Debenture Issuer
         has paid the Property Trustee a sufficient amount of cash in connection
         with the related redemption or maturity of the Debentures by 10:00
         a.m., New York City time, on the stated maturity date or the date of
         earlier redemption, as the case requires, the Property Trustee will
         deposit irrevocably with the Clearing Agency or its nominee (or
         successor Clearing Agency or its nominee) funds sufficient to pay the
         applicable Redemption Price with respect to such Preferred Securities
         and will give the Clearing Agency irrevocable instructions and
         authority to pay the Redemption Price to the relevant Participants, and
         (B) with respect to Definitive Preferred Securities and Common
         Securities, provided that the Debenture Issuer has paid the Property
         Trustee a sufficient amount of cash in connection with the related
         redemption or maturity of the Debentures, the Property Trustee will pay
         the relevant Redemption Price to the Holders of such Securities by
         check mailed to the address of such Holder appearing on the books and
         records of the Trust on the redemption date. If a
         Redemption/Distribution Notice shall have been given and funds
         deposited as required, then immediately prior to the close of business
         on the date of such deposit, or on the Redemption Date, as applicable,
         Distributions will cease to accumulate on the Securities so called for
         redemption and all rights of Holders of such Securities so called for
         redemption will cease, except the right of the Holders of such
         Securities to receive the Redemption Price, but without interest on
         such Redemption Price, and such Securities shall cease to be
         outstanding.

                  (iv)     Payment of accumulated and unpaid Distributions on
         the Redemption Date will be subject to the rights of Holders of
         Securities on the close of business on a record date in respect of a
         Distribution Date occurring on or prior to such Redemption Date.

                  (v)      Neither the Administrative Trustees nor the Trust
         shall be required to register or cause to be registered the transfer of
         (i) any Securities beginning on the opening of business 15 days before
         the day of mailing of a notice of redemption or any notice of selection
         of Securities for redemption or (ii) any Securities selected for
         redemption except the unredeemed portion of any Security being
         redeemed. If a Redemption Date is not a Business Day, then payment of
         the Redemption Price payable on such date will be made on the next
         succeeding Business Day, and no interest or other


                                      I-6
<PAGE>   72

         payment in respect of any such delay will accumulate for the period to
         but excluding such Business Day. If payment of the Redemption Price in
         respect of any Securities is improperly withheld or refused and not
         paid either by the Property Trustee or by the Sponsor as guarantor
         pursuant to the relevant Securities Guarantee, Distributions on such
         Securities will continue to accumulate from the original redemption
         date to the actual date of payment, in which case the actual payment
         date will be considered the Redemption Date for purposes of calculating
         the Redemption Price.

                  (vi)     Redemption/Distribution Notices shall be sent by the
         Property Trustee on behalf of the Trust to (A) in respect of the
         Preferred Securities, the Clearing Agency or its nominee (or any
         successor Clearing Agency or its nominee) if the Global Preferred
         Securities have been issued or, if Definitive Preferred Securities have
         been issued, to the Holders thereof, and (B) in respect of the Common
         Securities, to the Sponsor.

                  (vii)    Subject to the foregoing and applicable law
         (including, without limitation, United States Federal securities laws
         and banking laws), the Sponsor or any of its subsidiaries may at any
         time and from time to time purchase outstanding Preferred Securities by
         tender, in the open market or by private agreement.

                  5.       Voting Rights - Preferred Securities.

                  (a)      Except as provided under Sections 5(b) and 7 and as
otherwise required by law or the Agreement, the Holders of the Preferred
Securities will have no voting rights.

                  (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 with respect to any remedy available to the Debenture
Trustee, or exercise any trust or power conferred upon the Debenture Trustee,
with respect to the Debentures, (ii) waive any past default that is waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
of acceleration of the maturity of the principal of the Debentures, or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required, without, in each case,
obtaining (1) the prior approval of the Holders of a Majority in Liquidation
Amount of all outstanding Preferred Securities; provided, however, that where a
consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of each Holder of the Preferred Securities
and (2) an Opinion of Counsel delivered to the Trust from tax counsel
experienced in such matters to the effect that the Trust will not be classified
as an association taxable as corporation for United States Federal income tax
purposes on account of such action.

         Notwithstanding anything to the contrary contained herein, if an Event
of Default under the Agreement has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
premium, if any, or interest on the Debentures on the date such principal,
premium, if any, or interest is otherwise payable (or, in the case of
redemption, on the Redemption Date), then a Holder of Preferred Securities may
directly institute a proceeding against the Debenture Issuer for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on a
Like Amount of Debentures (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such a Direct


                                      I-7
<PAGE>   73

Action, (i) the rights of the Common Securities Holder will be subordinated to
the rights of Holders of Preferred Securities with respect to payments made or
required to be made by the Debenture Issuer in such Direct Action and (ii) the
Debenture Issuer shall remain obligated to pay the principal of, premium, if
any, or interest on such Debentures, and the Debenture Issuer shall be
subrogated to the rights of such Holder of Preferred Securities to the extent of
any payment made by the Debenture Issuer to such Holder in such Direct Action.

         Any approval or direction of Holders of Preferred Securities may be
given at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent. The Property Trustees will cause a notice of any meeting at which
Holders of Preferred Securities are entitled to vote to be mailed to each Holder
of record of Preferred Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

         No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities, or to
distribute the Debentures, in accordance with the Agreement and these terms of
the Securities.

         Notwithstanding that Holders of Preferred Securities are entitled to
vote or consent under any of the circumstances described above, any of the
Preferred Securities that are owned by the Sponsor or any Affiliate of the
Sponsor shall not be entitled to vote or consent and shall, for purposes of such
vote or consent, be treated as if they were not outstanding.

                  6.       Voting Rights - Common Securities.

                  (a)      Except as provided under Sections 6(b) and 7 as
otherwise required by law or the Agreement, the Holders of the Common Securities
will have no voting rights.

                  (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 with respect to any remedy available to the Debenture
Trustee, or exercise any trust or power conferred upon the Debenture Trustee,
with respect to the Debentures, (ii) waive any past default that is waivable
under the Indenture, (iii) exercise any right to rescind or annul a declaration
of acceleration of the maturity of the principal of the Debentures or (iv)
consent to any amendment, modification or termination of the Indenture or the
Debentures where such consent shall be required, without, in each case,
obtaining (1) the prior approval of the Holders of a Majority in Liquidation
Amount of all outstanding Common Securities; provided, however, that where a
consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of the Common Securities Holder and (2) an
Opinion of Counsel delivered to the Trust from tax counsel experienced in such
matters to the effect that the Trust will not be classified as an association
taxable as a corporation for United States Federal income tax purposes on
account of such action.

    Notwithstanding anything to the contrary contained herein, if an Event of
Default under the Agreement has occurred and is continuing and such event is
attributable to the failure of the


                                      I-8
<PAGE>   74

Debenture Issuer to pay principal of or premium, if any, or interest on the
Debentures on the date such principal, premium, if any, or interest is otherwise
payable (or, in the case of redemption, on the Redemption Date), then a Holder
of Common Securities may institute a Direct Action against the Debenture Issuer
for enforcement of payment to such Holder of the principal of or premium, if
any, or interest on a Like Amount of Debentures on or after the respective due
date specified in the Debentures. In connection with such a Direct Action, (i)
the rights of the Common Securities Holder will be subordinated to the rights of
Holders of Preferred Securities with respect to payments made or required to be
made by the Debenture Issuer in such Direct Action and (ii) the Debenture Issuer
shall remain obligated to pay the principal of, premium, if any, or interest on
such Debentures, and the Debenture Issuer shall be subrogated to the rights of
such Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder in such Direct Action.

         Any approval or direction of Holder(s) of Common Securities may be
given at a separate meeting of Holder(s) of Common Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holder(s) of Common Securities are entitled to vote to be mailed to each Holder
of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holder(s) are entitled to
vote and (iii) instructions for the delivery of proxies.

         No vote or consent of the Holder(s) of the Common Securities will be
required for the Trust to redeem and cancel Common Securities, or to distribute
the Debentures, in accordance with the Agreement and these terms of the
Securities.

                  7.       Amendments to Agreement.

         In addition to the requirements set out in Section 12.1 of the
Agreement, the Agreement may be amended from time to time by the Sponsor and the
Trustees with (i) the consent of Holders of a Majority in Liquidation Amount of
all outstanding Securities, and (ii) receipt by the Trustees 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 amendment
will not affect the Trust's status as a grantor trust for United States Federal
income tax purposes or the Trust's exemption from status as an Investment
Company under the Investment Company Act; provided, however, that, without the
consent of each Holder of the Securities, the Agreement may not be amended to
(i) change the Distribution Rate (or manner of calculation of the Distribution
Rate), amount, timing or currency or otherwise adversely affect the method of
any required payment, (ii) change the purposes of the Trust, (iii) authorize the
issuance of any additional beneficial interests in the Trust, (iv) change the
redemption provisions, (v) change the conditions precedent for the Sponsor to
elect to dissolve the Trust and distribute the Debentures to the Holders of the
Securities, (vi) change the Liquidation Distribution or other provisions
relating to the distribution of amounts payable upon the dissolution and
liquidation of the Trust, (vii) affect the limited liability of any Holder of
the Securities or (viii) restrict the right of a Holder of the Securities to
institute suit for the enforcement of any required payment on or after the due
date therefor (or, in the case of redemption, on the Redemption Date).


                                      I-9
<PAGE>   75

                  8.       Pro Rata.

         A reference herein to any payment, distribution or treatment as being
"Pro Rata" shall mean pro rata to each Holder of Securities according to the
aggregate Liquidation Amount of the Securities held by such Holder in relation
to the aggregate Liquidation Amount of all Securities outstanding unless, in
relation to a payment, an Event of Default under the Agreement has occurred and
is continuing, in which case any funds legally available to make such payment
shall be paid first to each Holder of the Preferred Securities pro rata
according to the aggregate Liquidation Amount of Preferred Securities held by
such Holder relative to the aggregate Liquidation Amount of all Preferred
Securities outstanding, and only after satisfaction of all amounts owed to the
Holders of the Preferred Securities, to each Holder of Common Securities pro
rata according to the aggregate Liquidation Amount of Common Securities held by
such Holder relative to the aggregate Liquidation Amount of all Common
Securities outstanding.

                  9.       Ranking.

         The Preferred Securities rank pari passu with the Common Securities and
payment thereon shall be made Pro Rata with the Common Securities, except that,
if an Event of Default under the Agreement occurs and is continuing, no payments
in respect of Distributions on, or payments upon liquidation, redemption or
otherwise with respect to, the Common Securities shall be made until the Holders
of the Preferred Securities shall be paid in full the Distributions, Redemption
Price, Liquidation Distribution and other payments to which they are entitled at
such time.

                  10.      Acceptance of Securities Guarantees and Indenture.

         Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, the Common Securities Guarantee and the Indenture, including the
subordination provisions therein.

                  11.      No Preemptive Rights.

         The Holders of the Securities shall have no preemptive or similar
rights (including the right to subscribe for any Option Preferred Securities of
the Trust).

                  12.      Miscellaneous.

         These terms constitute a part of the Agreement.

         The Sponsor will provide a copy of the Agreement, the Preferred
Securities Guarantee or the Common Securities Guarantee (as may be appropriate)
and the Indenture (including any supplemental indenture) to a Holder without
charge on written request to the Sponsor at its principal place of business.


                                      I-10
<PAGE>   76

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         [IF THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY, INSERT:
THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY WITHIN THE MEANING OF THE
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY. THIS
PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE AGREEMENT AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

         UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


<PAGE>   77



Certificate Number                                  Number of Preferred
                                                    Securities

-------------------                                 ----------------------------
                                                            CUSIP NO. __________


                   Certificate Evidencing Preferred Securities

                                       of

                              COX RADIO TRUST [___]


               ______% Trust Originated Preferred Securities(SM)

                (liquidation amount $    per Preferred Security)

         COX RADIO TRUST [___], a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
______________ (the "Holder") is the registered owner of __________ securities
of the Trust representing undivided beneficial interests in the assets of the
Trust designated as the _____% Trust Originated Preferred Securities
(liquidation amount $_______ per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer.

         The designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities represented hereby are
issued and shall in all respects be subject to the provisions of the Amended and
Restated Trust Agreement of the Trust dated as of __________ ___, _____, as the
same may be amended from time to time (the "Agreement"), including the
designation of the terms of the Preferred Securities as set forth in Annex I to
the Agreement. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Agreement. The Sponsor will provide a copy
of the Agreement, the Preferred Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Trust at its principal place
of business.

         Upon receipt of this certificate, the Holder is bound by the Agreement
and is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

         By acceptance, the Holder agrees to treat, for United States Federal
income tax purposes, the Debentures as indebtedness and the Preferred Securities
as evidence of indirect beneficial ownership in the Debentures.

         This Preferred Securities Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to principles of conflict of laws.


                                      A1-2
<PAGE>   78


         IN WITNESS WHEREOF, the Trust has executed this certificate this.

         Dated:

                                       COX RADIO TRUST [___]

                                       By:
                                          --------------------------------
                                          Name:
                                          Title:  Administrative Trustee




                  PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

                                       THE BANK OF NEW YORK,
                                       as Property Trustee

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


                                      A1-3
<PAGE>   79



                     [FORM OF REVERSE OF PREFERRED SECURITY]

         Distributions on this Preferred Security will be payable at a rate per
annum of _____ % (the "Distribution Rate") of the Liquidation Amount of $ per
Preferred Security (the "Liquidation Amount"), such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions not paid when due will themselves accumulate distributions at the
annual rate of _____% (to the extent permitted by law). The term
"Distributions", as used herein, includes any such additional distributions
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds on hand legally available therefor.

         Distributions on the Preferred Securities will be cumulative, will
accumulate from and including the most recent date on which Distributions have
been paid or, if no Distributions have been paid, from and including the date of
issuance, to but excluding the related Distribution Date (as defined herein) or
any date fixed for redemption (a "Redemption Date"), and will be payable
quarterly in arrears on ___________, ____________, ________________ and
______________ of each year (each, a "Distribution Date"), commencing __________
___, _____, except as otherwise described below and in the Agreement. The amount
of Distributions payable for any quarterly period shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. The Distributions payable
for any partial period will be computed on the basis of the actual number of
days elapsed in such period. "Distribution Period" means the period from and
including the immediately preceding Distribution Date (or __________ ___, _____,
in the case of the first Distribution Period) to but excluding the applicable
Distribution Date or Redemption Date. If a Distribution Date is not a Business
Day, then such Distribution will be made on the next succeeding Business Day,
except if such Business Day is in the next calendar year, such Distribution will
be made on the immediately preceding Business Day.

         As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
periods (each, an "Extension Period"), provided that an Extension Period must
end on an interest payment date for the Debentures and may not extend beyond the
stated maturity date or redemption date for the Debentures. As a consequence of
such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accumulate with additional
distributions thereon (to the extent permitted by law but not at a rate greater
than the rate at which interest is then accruing on the Debentures) at the
Distribution Rate then in effect compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions, may not exceed 20 consecutive quarterly
periods, must end on an interest payment date for the Debentures and may not
extend beyond the stated maturity date or redemption date of the Debentures. At
the end of the Extension Period, all accumulated and unpaid Distributions (but
only to the extent payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds


                                      A1-4
<PAGE>   80

available therefor) will be payable to the Holders as they appear on the books
and records of the Trust on the record date immediately preceding the end of the
Extension Period. Upon the termination of any Extension Period (or any extension
period thereof) and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the foregoing requirements.

         Subject to other conditions set forth in the Agreement and the
Indenture, the Property Trustee may, at the direction of the Sponsor, dissolve
the Trust at any time and cause the Debentures to be distributed to the Holders
of the Preferred Securities in liquidation of the Trust or, simultaneously with
any redemption of the Debentures, cause a Like Amount of the Preferred
Securities to be redeemed by the Trust.

         These Preferred Securities shall be redeemable as provided in the
Agreement.


                                      A1-5
<PAGE>   81



                                   ASSIGNMENT

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



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


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

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

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


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

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

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

and irrevocably appoints

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

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

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

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

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

Signature Guarantee**:
                       -------------------------------------




---------------------------
**       Signature must be guaranteed by an "eligible guarantor institution"
         that is a bank, stockbroker, savings and loan association or credit
         union meeting the requirements of the Registrar, which requirements
         include membership or participation in the Securities Transfer Agents
         Medallion Program ("STAMP") or such other "signature guarantee program"
         as may be determined by the Registrar in addition to, or in
         substitution for, STAMP, all in accordance with the Securities and
         Exchange Act of 1934, as amended.


                                      A1-6
<PAGE>   82


                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

                  THIS CERTIFICATE IS NOT TRANSFERABLE SUBJECT
                TO THE TERMS OF THE AGREEMENT (AS DEFINED HEREIN)

Certificate Number                                   Number of Common Securities

------------------                                   ----------------------
                    Certificate Evidencing Common Securities

                                       of

                              COX RADIO TRUST [___]

                            _____% Common Securities
                   (liquidation amount $ per Common Security)

         COX RADIO TRUST [___], a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that Cox Radio,
Inc. (the "Holder") is the registered owner of __________ securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the _____% Common Securities (liquidation amount $ per Common
Security) (the "Common Securities"). The Common Securities are not transferable.
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities represented hereby are issued and shall
in all respects be subject to the provisions of the Amended and Restated Trust
Agreement of the Trust dated as of __________ ___, _____, as the same may be
amended from time to time (the "Agreement"), including the designation of the
terms of the Common Securities as set forth in Annex I to the Agreement.
Capitalized terms used but not defined herein shall have the meaning given them
in the Agreement. The Sponsor will provide a copy of the Agreement, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

         Upon receipt of this certificate, the Holder is bound by the Agreement
and is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

         By acceptance, the Holder agrees to treat, for United States Federal
income tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

         This Common Securities Certificate shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to
principles of conflicts of laws.


<PAGE>   83

         IN WITNESS WHEREOF, the Trust has executed this certificate this ___
day of _______, ____.

                                             COX RADIO TRUST [___]

                                             By:
                                                --------------------------------
                                                Name:
                                                Title:  Administrative Trustee


                                      A2-2
<PAGE>   84


                          [FORM OF REVERSE OF SECURITY]

         Distributions on each Common Security will be payable at a rate per
annum of _____% (the "Distribution Rate") of the Liquidation Amount of $ per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
quarterly period will bear additional distributions thereon compounded quarterly
at the applicable periodic Distribution Rate (to the extent permitted by
applicable law). The term "Distributions", as used herein, includes any such
additional distributions unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor.

         Distributions on the Common Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from __________ ___, _____, to but excluding
the related Distribution Date (as defined herein) or any date fixed for
redemption (a "Redemption Date"), and will be payable quarterly in arrears on
_____________, _______________, ________________ and _______________ of each
year, commencing __________ ___, _____ (each, a "Distribution Date"), except as
otherwise described below and in the Agreement. The amount of Distributions
payable for any Distribution Period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The Distributions payable for any
partial period will be computed on the basis of the actual number of days
elapsed in such period. "Distribution Period" means the period from and
including the immediately preceding Distribution Date (or __________ ___, _____,
in the case of the first Distribution Period) to but excluding the applicable
Distribution Date or Redemption Date. If a Distribution Date is not a Business
Day, then such Distribution Date and the first day of the Distribution Period
commencing on such Distribution Date will be the next succeeding Business Day
and no interest or other payment in respect of any such delay shall accumulate
for the period to but excluding such Business Day. However, if the next
succeeding Business Day is in the next calendar year, payment of Distributions
will be made on the immediately preceding Business Day.

         As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
quarterly periods (each, an "Extension Period"), provided that an Extension
Period must end on an interest payment date for the Debentures and may not
extend beyond the stated maturity date or redemption date for the Debentures. As
a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accumulate with
additional interest thereon (to the extent permitted by applicable law but not
at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Distribution Rate then in effect compounded quarterly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions, may not exceed 20 consecutive
quarterly periods, must end on an interest payment date for the Debentures and
may


                                      A2-3
<PAGE>   85

not extend beyond the Maturity Date or Redemption Date of the Debentures. At the
end of the Extension Period, all accumulated and unpaid Distributions (but only
to the extent payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor) will be payable to the Holders as they appear on the books
and records of the Trust on the record date immediately preceding the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the foregoing requirements.

         The Common Securities shall be redeemable as provided in the Agreement.


                                      A2-4