Exhibit 3.11

                              Amended and Restated
                 Trust Agreement for PSEG Power Capital Trust __

                                      among

                                 PSEG POWER LLC
                                 (as Depositor)

                              THE BANK OF NEW YORK
                              (as Property Trustee)

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

                                       and

                     THE ADMINISTRATIVE TRUSTEE NAMED HEREIN

                                   Dated as of

                                ------- --, ----
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I Defined Terms........................................................1
    Section 1.01.  Definitions.................................................1

ARTICLE II Continuation of the Trust...........................................8
    Section 2.01.  Name........................................................8
    Section 2.02.  Office of the Delaware Trustee; Principal Place of
                   Business....................................................9
    Section 2.03.  Initial Contribution of Trust Property; Expenses of the
                   Trust.......................................................9
    Section 2.04.  Issuance of the Trust Securities............................9
    Section 2.05.  Purchase of Debentures.....................................10
    Section 2.06.  Declaration of Trust.......................................10
    Section 2.07.  Authorization to Enter into Certain Transactions...........10
    Section 2.08.  Assets of Trust............................................13
    Section 2.09.  Title to Trust Property....................................13

ARTICLE III Payment Account...................................................14
    Section 3.01.  Payment Account............................................14

ARTICLE IV Distributions; Redemption..........................................14
    Section 4.01.  Distributions..............................................14
    Section 4.02.  Redemption.................................................15
    Section 4.03.  Subordination of Common Securities.........................17
    Section 4.04.  Payment Procedures.........................................17
    Section 4.05.  Tax Returns and Reports....................................17
    Section 4.06.  Payments under Indenture...................................18

ARTICLE V Trust Securities Certificates.......................................18
    Section 5.01.  Initial Ownership..........................................18
    Section 5.02.  The Trust Securities Certificates..........................18
    Section 5.03.  Delivery of Trust Securities Certificates..................18
    Section 5.04.  Registration of Transfer and Exchange of Preferred
                   Securities Certificates....................................19
    Section 5.05.  Mutilated, Destroyed, Lost or Stolen Trust Securities
                   Certificates...............................................19
    Section 5.06.  Persons Deemed Securityholders.............................20
    Section 5.07.  Access to List of Securityholders' Names and Addresses.....20
    Section 5.08.  Maintenance of Office or Agency............................20
    Section 5.09.  Appointment of Paying Agent................................20
    Section 5.10.  No Transfer of Common Securities by Depositor..............21
<PAGE>

                                                                            Page
                                                                            ----
    Section 5.11.  Book-Entry Preferred Securities Certificates; Common
                   Securities Certificate.....................................21
    Section 5.12.  Definitive Preferred Securities Certificates...............21
    Section 5.13.  Rights of Securityholders..................................22

ARTICLE VI Acts of Securityholders; Meetings; Voting..........................22
    Section 6.01.  Limitations on Voting Rights...............................22
    Section 6.02.  Notice of Meetings.........................................23
    Section 6.03.  Meetings of Holders of the Preferred Securities............23
    Section 6.04.  Voting Rights..............................................24
    Section 6.05.  Proxies, etc...............................................24
    Section 6.06.  Securityholder Action by Written Consent...................24
    Section 6.07.  Record Date for Voting and Other Purposes..................24
    Section 6.08.  Acts of Securityholders....................................24
    Section 6.09.  Inspection of Records......................................25

ARTICLE VII The Trustees......................................................25
    Section 7.01.  Certain Duties and Responsibilities........................25
    Section 7.02.  Notice of Defaults; Direct Action by Securityholders.......26
    Section 7.03.  Certain Rights of Property Trustee.........................27
    Section 7.04.  Not Responsible for Recitals or Issuance of Securities.....28
    Section 7.05.  May Hold Securities........................................28
    Section 7.06.  Compensation; Indemnity; Fees..............................29
    Section 7.07.  Corporate Property Trustee Required; Eligibility of
                   Trustees...................................................29
    Section 7.08.  Conflicting Interests......................................30
    Section 7.09.  Co-Trustees and Separate Trustee...........................30
    Section 7.10.  Resignation and Removal; Appointment of Successor..........31
    Section 7.11.  Acceptance of Appointment by Successor.....................33
    Section 7.12.  Merger, Conversion, Consolidation or Succession to
                   Business...................................................33
    Section 7.13   Preferential Collection of Claims Against Depositor or
                   Trust......................................................33
    Section 7.14.  Reports by Property Trustee................................33
    Section 7.15.  Reports to the Property Trustee............................34
    Section 7.16.  Evidence of Compliance with Conditions Precedent...........34
    Section 7.17.  Statements Required in Officer's Certificate and
                   Opinion of Counsel.........................................34
    Section 7.18.  Number of Trustees.........................................35
    Section 7.19.  Delegation of Power........................................35
    Section 7.20.  Voting.....................................................35

ARTICLE VIII Termination and Liquidation......................................36
    Section 8.01.  Dissolution Upon Expiration Date...........................36
    Section 8.02.  Early Termination..........................................36
<PAGE>

                                                                            Page
                                                                            ----
    Section 8.03.  Termination................................................36
    Section 8.04.  Liquidation................................................36

ARTICLE IX Mergers, Etc.......................................................38
    Section 9.01.  Mergers, Consolidations, Amalgamations or Replacements
                   of the Trust...............................................38
ARTICLE X Miscellaneous Provisions............................................39
    Section 10.01. Limitation of Rights of Securityholders....................39
    Section 10.02. Amendment..................................................39
    Section 10.03. Severability...............................................40
    Section 10.04. Governing Law..............................................40
    Section 10.05. Payments Due on Non-Business Day...........................40
    Section 10.06. Successors and Assigns.....................................40
    Section 10.07. Headings...................................................41
    Section 10.08. Reports, Notices and Demands...............................41
    Section 10.09. Agreement Not to Petition..................................41
    Section 10.10. Trust Indenture Act; Conflict with Trust Indenture Act.....42
    Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
                   Indenture..................................................42
<PAGE>

                           PSEG Power Capital Trust __

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

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

         (b)...............................................................5.09
ss. 318(a)................................................................10.10

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

            AMENDED AND RESTATED TRUST AGREEMENT of PSEG Power Capital Trust __
(the "Trust"), dated as of _______ __, ____, among (i) PSEG Power LLC, a
Delaware limited liability company (the "Depositor"), (ii) The Bank of New York,
a New York banking corporation, as trustee (the "Property Trustee"), (iii) The
Bank of New York (Delaware), a Delaware banking corporation, whose address in
Delaware is Route 273, White Clay Center, Newark, Delaware 19711, as Delaware
trustee (the "Delaware Trustee"), (iv) Mark G. Kahrer, an individual whose
address is c/o PSEG Power LLC, 80 Park Plaza, P.O. Box 1171, Newark, New Jersey
07101 (the "Administrative Trustee") (the Property Trustee, the Delaware Trustee
and the Administrative Trustee are referred to collectively as the "Trustees"),
and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH:

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

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

            NOW, THEREFORE, in consideration of the agreements and obligations
set forth herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, each party, for the benefit of the other party
and for the benefit of the Securityholders, as hereinafter defined, hereby
amends and restates the Original Trust Agreement in its entirety and agrees as
follows:

                                   ARTICLE I
                                  Defined Terms

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

                  (a) each term defined in this Article I has the meaning
assigned to it in this Article I and includes the plural as well as the
singular;


<PAGE>

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

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

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

            "Act" has the meaning specified in Section 6.08.

            "Administrative Trustee" means the individual identified as the
"Administrative Trustee" in the preamble to this Trust Agreement, solely in
his/her capacity as Administrative Trustee of the Trust and not in his/her
individual capacity, or such Administrative Trustee's successor in interest in
such capacity, or any successor trustee appointed as herein provided.

            "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

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

                        (i) commences a voluntary case or proceeding;

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

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

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

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


                                       2
<PAGE>

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

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

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

                        (iii) orders the liquidation of such Person;

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

            "Bankruptcy Laws" means Title 11 of the United States Code, or
similar federal or state law for the relief of debtors. "Custodian" means any
receiver, trustee, assignee, liquidator, sequestrator, custodian or similar
official under any Bankruptcy Law.

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

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

            "Business Day" means a day other than (a) a Saturday or Sunday, or
(b) a day on which banking institutions in The City of New York or the State of
New Jersey are required by law or executive order to remain closed.

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

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

            "Closing Date" means the Time of Delivery as defined in the
Underwriting Agreement, which date is also the date of execution and delivery of
this Trust Agreement.

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


                                       3
<PAGE>

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

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

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

            "Corporate Trust Office" means the principal corporate trust office
of the Property Trustee located in the State of New York which at the date
hereof is 101 Barclay Street, Floor 21 West, New York, New York 10286.

            "Creditor" has the meaning specified in Section 2.03.

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

            "Debenture Redemption Date" means "Redemption Date" as defined in
the Indenture with respect to the Debentures.

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

            "Debentures" means the Depositor's _____% Deferrable Interest
Subordinated Debentures, Series __, issued pursuant to the Indenture.

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

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

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


                                       4
<PAGE>

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

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

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

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

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

            "Extension Period" means the period or periods in which pursuant to
the Indenture payments of interest on the Debentures are deferred by extending
the interest payment periods thereof.

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

            "Indenture" means the Indenture, dated as of , 2002, between the
Depositor and the Debenture Trustee, as trustee thereunder, as amended or
supplemented from time to time.

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

            "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
principal amount of Debentures to be repaid in accordance with the Indenture and
(b) with respect to a distribution of Debentures to Holders of Trust Securities
in connection with a dissolution of the Trust, Debentures having a principal
amount equal to the aggregate Liquidation Amount of the Trust Securities in
exchange for which such Debentures are distributed.

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

            "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution of
the Trust pursuant to Section 8.04(a).

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

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


                                       5
<PAGE>

            "Officers' Certificate" means a certificate signed by two of the
following persons: the Chairman, the President, any Vice President, the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of
the Depositor.

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

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

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

                  (a) Trust Securities represented by Trust Securities
Certificates theretofore cancelled by the Administrative Trustee or delivered to
the Administrative Trustee for cancellation;

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

                  (c) Trust Securities which have been paid or Trust Securities
represented by Trust Securities Certificates in exchange for or in lieu of which
other Trust Securities Certificates have been executed and delivered pursuant to
Section 5.05, other than any such Trust Securities Certificates in respect of
which there shall have been presented to the Property Trustee proof satisfactory
to it that such Trust Securities Certificates are held by a protected purchaser;
and

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

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


                                       6
<PAGE>

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

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

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

            "Preferred Security" means a __% Cumulative Quarterly Income
Preferred Security issued by the Trust, and having an undivided beneficial
interest in the assets of the Trust, having a Liquidation Amount of $_____ and
having rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

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

            "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust and not in its
individual capacity, or its successor in interest in such capacity, or any
successor property trustee appointed as herein provided.

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

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

            "Responsible Officer" means, when used with respect to the Property
Trustee, any vice president, assistant vice president, senior trust officer,
trust officer, assistant trust officer or other officer associated with the
corporate trust department 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 to whom such matter is referred because of such person's knowledge of
and familiarity with the particular subject.

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


                                       7
<PAGE>

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

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

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

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

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

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

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

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

            "Underwriting Agreement" means the Underwriting Agreement, dated
_______ __, ____, among the Trust, the Depositor and the Underwriters named
therein.

                                   ARTICLE II
                            Continuation of the Trust

      Section 2.01. Name. The Trust created and continued hereby shall be known
as "PSEG Power Capital Trust __" as such name may be modified from time to time
by the Administrative Trustee following written notice to the Holders of Trust
Securities and the other Trustees, in


                                       8
<PAGE>

which name the Trustees may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued.

      Section 2.02. Office of the Delaware Trustee; Principal Place of Business.
The address of the Delaware Trustee in the State of Delaware is Route 273, White
Clay Center, Newark, Delaware 19711 or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the Trust
is 80 Park Plaza, Newark, New Jersey 07101.

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

            (a) The Property Trustee acknowledges receipt in trust from the
Depositor in connection with the Original Trust Agreement of the sum of $10,
which constituted the initial Trust Property.

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

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

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

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

      Section 2.04. Issuance of the Trust Securities. The Depositor, on behalf
of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, the Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.02 and deliver to the


                                       9
<PAGE>

Underwriters named in the Underwriting Agreement one or more Book-Entry
Preferred Securities Certificates, registered in the name of the nominee of the
initial Clearing Agency, representing ______ Preferred Securities having an
aggregate Liquidation Amount of $__________, against receipt by the Property
Trustee of the aggregate purchase price of such Preferred Securities of
$__________, which amount the Administrative Trustee shall promptly deliver to
the Property Trustee. Contemporaneously therewith, the Administrative Trustee,
on behalf of the Trust, shall execute in accordance with Section 5.02 and
deliver to the Depositor a Common Securities Certificate, registered in the name
of the Depositor, representing _____ Common Securities having an aggregate
Liquidation Amount of $__________, and in satisfaction of the purchase price of
such Common Securities the Depositor shall deliver to the Property Trustee the
sum of $____________.

      Section 2.05. Purchase of Debentures. Contemporaneously with the execution
and delivery of this Trust Agreement (i) the Administrative Trustee, on behalf
of the Trust, shall purchase $__________ aggregate principal amount of
Debentures from the Depositor, registered in the name of the Trust and (ii) in
satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $__________.

      Section 2.06. Declaration of Trust. The exclusive purposes and functions
of the Trust are (a) to issue and sell Trust Securities and use the proceeds
from such sale to acquire the Debentures and to hold, transfer, sell and
otherwise dispose of the Debentures in accordance with this Trust Agreement, (b)
to maintain the status of the Trust as a grantor trust for United States Federal
income tax purposes, and (c) except as otherwise limited herein, to engage in
only those activities necessary, convenient or incidental thereto. The Depositor
hereby appoints the Trustees as trustees of the Trust, to have all the rights,
powers and duties to the extent set forth herein, and the Trustees hereby accept
such appointment. The Property Trustee hereby declares that it will hold the
Trust Property in trust upon and subject to the conditions set forth herein for
the benefit of the Securityholders. The Administrative Trustee shall have all
rights, powers and duties set forth herein. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Property Trustee or the Administrative
Trustee set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Delaware Statutory Trust Act.

      Section 2.07. Authorization to Enter into Certain Transactions.

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

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


                                       10
<PAGE>

                              (A) executing and delivering the Trust Securities
on behalf of the Trust;

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

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

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

                              (E) to the extent provided in this Trust
Agreement, dissolving, liquidating and terminating the Trust and preparing,
executing and filing the certificate of cancellation with the Secretary of State
of the State of Delaware, if necessary;

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

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

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

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

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

                              (C) receiving and holding the Debentures;

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

                              (E) making Distributions and other payments to the
Securityholders in respect of the Trust Securities;


                                       11
<PAGE>

                              (F) exercising all of the rights, powers and
privileges of a holder of the Debentures;

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

                              (H) to the extent provided in this Trust
Agreement, dissolving, liquidating and terminating the Trust, including
distributing the Trust Property in accordance with the terms of this Trust
Agreement, and preparing, executing and filing the certificate of cancellation
with the Secretary of State of the State of Delaware, if necessary;

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

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

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

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


                                       12
<PAGE>

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

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

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

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

                        (v) negotiating the terms of, and executing and
delivering, the Underwriting Agreement providing for the sale of the Preferred
Securities; and

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

                  (d) Notwithstanding anything herein to the contrary, the
Administrative Trustee is authorized and directed to conduct the affairs of the
Trust and to operate the Trust so that (i) the Trust will not be deemed to be an
"investment company" required to be registered under the 1940 Act, or taxed as a
corporation or a partnership for United States Federal income tax purposes (ii)
the Trust will qualify as a grantor trust for United States Federal income tax
purposes and (iii) the Debentures will be treated as indebtedness of the
Depositor for United States Federal income tax purposes. In this connection, the
Depositor and the Administrative Trustee are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust, as amended from time
to time, or this Trust Agreement, that each of the Depositor and the
Administrative Trustee determines in their discretion to be necessary or
desirable for such purposes.

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

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


                                       13
<PAGE>

                                  ARTICLE III
                                 Payment Account

      Section 3.01. Payment Account.

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

                  (b) The Property Trustee shall deposit in the Payment Account,
promptly upon receipt, all payments of principal of or premium, if any, or
interest on the Debentures and any amounts paid to the Property Trustee pursuant
to the Guarantee. Amounts held in the Payment Account shall not be invested
pending distribution thereof.

                                   ARTICLE IV
                            Distributions; Redemption

      Section 4.01. Distributions.

                  (a) Distributions on the Trust Securities shall be cumulative,
and will accumulate whether or not there are funds of the Trust available for
the payment of Distributions. Distributions shall accumulate from _______ __,
____ and, except during an Extension Period for the Debentures pursuant to the
Indenture, shall be payable quarterly in arrears on March 31, June 30, September
30 and December 31 of each year, commencing on _______ __, ____. If any date on
which Distributions are otherwise payable on the Trust Securities is not a
Business Day, then the payment of such Distributions shall be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, payment of such Distributions shall be made
on the immediately preceding Business Day, in each case with the same force and
effect as if made on such date (each date on which Distributions are payable in
accordance with this Section 4.01(a) is referred to as a "Distribution Date").

            Within two Business Days after receipt by the Property Trustee of
notice of an Extension Period pursuant to Section 4.01 of the Indenture, the
Property Trustee shall give notice thereof to the Securityholders by first class
mail, postage prepaid.

                  (b) The Trust Securities represent undivided beneficial
interests in the Trust Property, and, subject to Sections 4.03 and 4.06 hereof,
all Distributions will be made pro rata on each of the Trust Securities.
Distributions on the Trust Securities shall be payable at a rate of _____% per
annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any full quarterly period shall be computed on the
basis of a 360-day


                                       14
<PAGE>

year of twelve 30-day months and, for any period shorter than a full month,
shall be computed on the basis of the actual number of days elapsed in such
period. During an Extension Period for the Debentures, the rate per annum at
which Distributions on the Trust Securities accumulate shall be increased by an
amount such that the aggregate amount of Distributions that accumulate on all
Trust Securities during any such Extension Period is equal to the aggregate
amount of interest (including interest payable on unpaid interest at the rate
per annum set forth above, compounded quarterly) that accrues during any such
Extension Period on the Debentures.

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

                  (d) Distributions on the Trust Securities on each Distribution
Date shall be payable to the Holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
one Business Day prior to such Distribution Date; provided, however, that in the
event that the Preferred Securities are not in book-entry-only form, the
relevant record date shall be the 15th day of the last month of each calendar
quarter, whether or not a Business Day.

      Section 4.02. Redemption.

                  (a) Upon receipt by the Trust of a notice of redemption of
Debentures, the Trust will call for redemption a Like Amount of Trust Securities
at the Redemption Price on the Debenture Redemption Date and will call for
redemption all Outstanding Trust Securities on the stated maturity date of the
Debentures.

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

                        (i) the Redemption Date;

                        (ii) the Redemption Price;

                        (iii) the CUSIP number;

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

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


                                       15
<PAGE>

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

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

                  (d) If the Trust, by action of the Property Trustee, gives a
notice of redemption in respect of any Preferred Securities, then, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee will
irrevocably deposit with the Paying Agent funds sufficient to pay the Redemption
Price for the Preferred Securities being redeemed on such date and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders of such Preferred Securities upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable on
or prior to the Redemption Date for any Trust Securities called for redemption
shall be payable to the Holders of such Trust Securities as they appear on the
Securities Register for the Trust Securities on the record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
irrevocably deposited as required, then upon the date of such deposit, all
rights of Securityholders holding Trust Securities so called for redemption will
cease, except the right of such Securityholders to receive the Redemption Price,
but without interest, and such Trust Securities will cease to be Outstanding. In
the event that any date on which any Redemption Price is payable is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except that, if such
Business Day is in the next succeeding calendar year, such payment will be made
on the immediately preceding Business Day, in each case, with the same force and
effect as if made on such date. In the event that payment of the Redemption
Price in respect of any Trust Securities called for redemption is improperly
withheld or refused, and not paid either by the Trust or by the Depositor
pursuant to the Guarantee, Distributions on such Trust Securities will continue
to accumulate, at the then applicable rate, from the Redemption Date originally
established by the Trust for such Trust Securities to the date such Redemption
Price is actually paid, in which case the actual payment date will be the date
fixed for redemption for purposes of calculating the Redemption Price.

                  (e) If less than all the Outstanding Trust Securities are to
be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated __% to the Common Securities and
__% to the Preferred Securities. The particular Preferred Securities to be
redeemed shall be selected by the Property Trustee from the Outstanding
Preferred Securities not previously called for redemption, by such method as the
Property Trustee shall deem fair and appropriate. The Property Trustee shall
promptly notify the Securities Registrar in writing of the Preferred Securities
selected for redemption. If fewer than all of the Trust Securities represented
by a Trust Securities Certificate are redeemed, the Administrative Trustee shall
execute for the Holder a new Trust Securities Certificate


                                       16
<PAGE>

representing the unredeemed Trust Securities. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Preferred Securities which has been or is to be redeemed.

      Section 4.03. Subordination of Common Securities.

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

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

      Section 4.04. Payment Procedures. Payments of Distributions pursuant to
Section 4.01 in respect of the Preferred Securities shall be made by check
mailed to the address of the Holder thereof as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency by wire transfer
in immediately available funds. Payments of Distributions pursuant to Section
4.01 in respect of the Common Securities shall be made in such manner as shall
be mutually agreed between the Property Trustee and the Holder of the Common
Securities. Payment of the Redemption Price or Liquidation Distribution of the
Trust Securities shall be made in immediately available funds upon surrender of
the Preferred Securities Certificate representing such Preferred Securities at
the Corporate Trust Office of the Property Trustee.

      Section 4.05. Tax Returns and Reports. The Administrative Trustee shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
Federal, State and local tax and information returns and reports required to be
filed by or in respect of the Trust. In this regard, the Administrative Trustee
shall (a) prepare and file (or cause to be prepared or filed) the


                                       17
<PAGE>

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

      Section 4.06. Payments under Indenture. Any amount payable hereunder to
any Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received pursuant to Section 6.07
of the Indenture or pursuant to the Guarantee. Notwithstanding the provisions
hereunder to the contrary, Securityholders acknowledge that any Holder of
Preferred Securities that receives payment under Section 6.07 of the Indenture
may receive amounts greater than the amount such Holder may be entitled to
receive pursuant to the other provisions of this Trust Agreement.

                                   ARTICLE V
                          Trust Securities Certificates

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

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

      Section 5.03. Delivery of Trust Securities Certificates. On the Closing
Date, the Administrative Trustee shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust as provided in Section 5.02 and delivered to or
upon a written order of the Depositor signed by its Chairman of the Board, its
President, any Vice President or the Treasurer, without further corporate action
by the Depositor, in authorized denominations. The written order of the
Depositor shall be accompanied by an Officer's Certificate and an Opinion of
Counsel.


                                       18
<PAGE>

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

            Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates representing the same number of Preferred Securities dated the date
of execution by the Administrative Trustee. At the option of a Holder, Preferred
Securities Certificates may be exchanged for other Preferred Securities
Certificates upon surrender of the Preferred Securities Certificates to be
exchanged at the office or agency maintained pursuant to Section 5.08. The
Securities Registrar shall not be required to register the transfer of any
Preferred Securities that have been called for redemption or after the
Liquidation Date.

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

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

      Section 5.05. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate, and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustee such security or indemnity as may be
required by them to hold the Securities Registrar and the Trust harmless, then
in the absence of notice that such Trust Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustee, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like tenor. In connection with the issuance
of any new Trust Securities Certificate under this Section, the Administrative
Trustee or the Securities Registrar may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Securities Certificate issued pursuant to this
Section shall constitute conclusive evidence of an undivided beneficial interest
in the assets


                                       19
<PAGE>

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

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

      Section 5.07. Access to List of Securityholders' Names and Addresses. In
the event that the Property Trustee is no longer the Securities Registrar, the
Administrative Trustee or the Depositor shall furnish or cause to be furnished
(a) to the Property Trustee, quarterly not later than 10 days prior to a
Distribution Date, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
record date and (b) to the Property Trustee, promptly after receipt by the
Administrative Trustee or the Depositor of a request therefor from the Property
Trustee in order to enable the Paying Agent to pay Distributions in accordance
with Section 4.01 hereof), in each case to the extent such information is in the
possession or control of the Administrative Trustee or the Depositor and is not
identical to a previously supplied list or has not otherwise been received by
the Property Trustee. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Property Trustee shall
be as provided in the Trust Indenture Act. Each Holder, by receiving and holding
a Trust Securities Certificate, shall be deemed to have agreed not to hold the
Depositor, the Property Trustee, the Administrative Trustee or the Delaware
Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

      Section 5.08. Maintenance of Office or Agency. The Property Trustee shall
maintain in New York, New York, an office or offices or agency or agencies where
Preferred Securities may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Trustees in respect of the Trust
Securities Certificates may be served. The Property Trustee shall give prompt
written notice to the Depositor and to the Securityholders of any change in the
location of the Securities Register or any such office or agency, which shall
initially be at the Corporate Trust Office of the Property Trustee.

      Section 5.09. Appointment of Paying Agent. The Paying Agent shall make
Distributions to Securityholders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account for the purpose of making Distributions. The Administrative
Trustee may revoke such power and remove the Paying Agent, provided that such
revocation and removal with respect to the sole Paying Agent shall not become
effective until the appointment of a successor. The Paying Agent shall initially
be the Property Trustee, and any co-paying agent chosen by the Property Trustee
and acceptable to the Administrative Trustee and the Depositor. Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30
days' written notice to the Administrative Trustee


                                       20
<PAGE>

and the Depositor, and, if applicable, the Property Trustee, provided that such
resignation with respect to the sole Paying Agent shall not become effective
until the appointment of a successor. In the event that the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustee shall appoint a
successor that is acceptable to the Property Trustee (in the case of any other
Paying Agent) and the Depositor to act as Paying Agent (which shall be a bank or
trust company and have a combined capital and surplus of at least $50,000,000).
The Administrative Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustee to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all of such sums remaining
unclaimed to the Property Trustee and upon removal of a Paying Agent such Paying
Agent shall also return such sums in its possession to the Property Trustee. The
provisions of Sections 7.01, 7.03 and 7.06 shall apply to the Property Trustee
also in its role as Paying Agent, for so long as the Property Trustee shall act
as Paying Agent and, to the extent applicable, to any other Paying Agent
appointed hereunder. Any reference in this Trust Agreement to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

      Section 5.10. No Transfer of Common Securities by Depositor. To the
fullest extent permitted by law, any attempted transfer of the Common Securities
shall be void. The Administrative Trustee shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE, AND THE COMMON SECURITIES REPRESENTED HEREBY, ARE NOT
TRANSFERABLE". By execution of this Trust Agreement, the Depositor agrees to the
foregoing provisions.

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

                  (a) The Preferred Securities, upon original issuance on the
Closing Date, will not be engraved but will be issued in the form of one or more
printed or typewritten Book-Entry Preferred Securities Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust. Such Book-Entry Preferred Securities Certificate or
Certificates shall initially be registered on the Securities Register in the
name of Cede & Co., the nominee of the initial Clearing Agency.

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

      Section 5.12. Definitive Preferred Securities Certificates. If (a) the
Depositor advises the Trustees in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Preferred Securities Certificates or the Clearing Agency is no longer registered
or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, and the Depositor is unable to locate a


                                       21
<PAGE>

qualified successor, (b) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (c) an Event of Default occurs and is continuing, then the
Administrative Trustee shall issue Definitive Preferred Securities Certificates.
Upon surrender to the Administrative Trustee of the Book-Entry Preferred
Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustee shall execute and deliver the
Definitive Preferred Securities Certificates in accordance with the instructions
of the Clearing Agency. Neither the Securities Registrar nor the Trustees shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. The Definitive
Preferred Securities Certificates shall be printed, lithographed or engraved or
may be produced in any other manner as is reasonably acceptable to the
Administrative Trustee, as evidenced by the execution thereof by the
Administrative Trustee.

      Section 5.13. Rights of Securityholders. The Securityholders shall not
have any right or title to the Trust Property other than the undivided
beneficial interest in the assets of the Trust conferred by their Trust
Securities and they shall have no right to call for any partition or division of
property, profits or rights of the Trust except as described below. The Trust
Securities shall be personal property giving only the rights specifically set
forth therein and in this Trust Agreement. The Trust Securities shall have no
preemptive or similar rights and when issued and delivered to Securityholders
against payment of the purchase price therefor will be fully paid and
nonassessable by the Trust. The Holders of the Trust Securities, in their
capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE VI
                    Acts of Securityholders; Meetings; Voting

      Section 6.01. Limitations on Voting Rights.

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

                  (b) The Trustees shall not (i) direct the time, method and
place of conducting any proceeding for any remedy available to the Debenture
Trustee or executing any trust or power conferred on the Debenture Trustee with
respect to such Debentures, (ii) waive any past default which may be waived
under Section 6.04 of the Indenture, (iii) exercise any right to rescind or
annul an acceleration of the principal of all the Debentures or (iv) consent to
any amendment or modification of the Indenture, where such consent shall be
required, without, in each case, obtaining the prior consent of the Holders of
at least a majority in aggregate Liquidation Amount of all Outstanding Preferred
Securities; provided, however, that where such consent under the Indenture would
require the consent of each holder of Debentures affected


                                       22
<PAGE>

thereby, no such consent shall be given by the Property Trustee without the
prior written consent of each Holder of Outstanding Preferred Securities. The
Trustees shall not revoke any action previously authorized or approved by a vote
of the Holders of Preferred Securities, except by a subsequent vote of the
Holders of Preferred Securities. The Property Trustee shall notify all Holders
of the Preferred Securities of any notice received from the Debenture Trustee as
a result of the Trust being the holder of the Debentures. In addition to
obtaining the consent of the Holders of the Preferred Securities, prior to
taking any of the foregoing actions, the Trustees shall, at the expense of the
Depositor, obtain an Opinion of Counsel experienced in such matters to the
effect that the Trust will not be classified as an association taxable as a
corporation or partnership for United States Federal income tax purposes on
account of such action and will continue to be classified as a grantor trust for
United States Federal income tax purposes.

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

      Section 6.02. Notice of Meetings. Notice of all meetings of the Holders of
the Preferred Securities, stating the time, place and purpose of the meeting,
shall be given by the Property Trustee pursuant to Section 10.08 to each
Preferred Securityholder of record, at his/her registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

      Section 6.03. Meetings of Holders of the Preferred Securities. No annual
meeting of Securityholders is required to be held. The Administrative Trustee,
however, shall call a meeting of Securityholders to vote on any matter upon the
written request of the Holders of at least 25% of the aggregate Liquidation
Amount of the Outstanding Preferred Securities and the Administrative Trustee or
the Property Trustee may, at any time in their discretion, call a meeting of
Holders of the Preferred Securities to vote on any matters as to which the
Holders of the Preferred Securities are entitled to vote.

            Holders of at least 50% of the aggregate Liquidation Amount of the
Outstanding Preferred Securities, present in person or by proxy, shall
constitute a quorum at any meeting of Securityholders.

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


                                       23
<PAGE>

      Section 6.04. Voting Rights. A Securityholder shall be entitled to one
vote for each Trust Security in respect of any matter as to which such
Securityholder is entitled to vote.

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

      Section 6.06. Securityholder Action by Written Consent. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Holders of the proportion of the Outstanding Preferred Securities required to
approve such action shall consent to the action in writing.

      Section 6.07. Record Date for Voting and Other Purposes. For the purposes
of determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or for the purpose of any other action, the
Administrative Trustee may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders, as a record date for the
determination of the identity of the Securityholders for such purposes.

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

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


                                       24
<PAGE>

affidavit shall also constitute sufficient proof of his/her authority. The fact
and date of the execution of any such instrument or writing, or the authority of
the Person executing the same, may also be proved in any other manner which any
Trustee receiving the same deems sufficient.

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

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

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

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

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

                                  ARTICLE VII
                                  The Trustees

      Section 7.01. Certain Duties and Responsibilities.

                  (a) The duties and responsibilities of the Trustees shall be
as provided by this Trust Agreement and, in the case of the Property Trustee,
also by the Trust Indenture Act. The Property Trustee, other than during the
occurrence and continuance of an Event of Default, undertakes to perform only
such duties as are specifically set forth in this Trust Agreement and, upon an
Event of Default, must exercise the same degree of care and skill as a prudent
person would exercise or use in the conduct of his/her own affairs. The Trustees
shall have all the privileges, rights and immunities provided by the Delaware
Statutory Trust Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have


                                       25
<PAGE>

reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
Nothing in this Trust Agreement shall be construed to release the Property
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct. To the extent that, at law or in equity,
the Administrative Trustee has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to the Securityholders, the
Administrative Trustee shall not be liable to the Trust or to any Securityholder
for the Administrative Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Administrative Trustee otherwise
existing at law or in equity, are agreed by the Depositor and the
Securityholders to replace such other duties and liabilities of the
Administrative Trustee.

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

      Section 7.02. Notice of Defaults; Direct Action by Securityholders. Within
90 days after the occurrence of any Event of Default actually known to a
Responsible Officer of the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 10.08, notice of
such Event of Default to the Securityholders, the Administrative Trustee and the
Depositor, unless such Event of Default shall have been cured or waived. If the
Property Trustee has failed to enforce its rights under this Trust Agreement or
the Indenture to the fullest extent permitted by law and subject to the terms of
this Trust Agreement and the Indenture, any Securityholder may institute a legal
proceeding directly to enforce the Property Trustee's rights under this Trust
Agreement or the Indenture with respect to Debentures having a principal amount
equal to the aggregate Liquidation Amount of the Preferred Securities of such
Securityholder without first instituting a legal proceeding against the Property
Trustee or any other Person. To the extent that any action under the Indenture
is entitled to be taken by the holders of at least a specified percentage of the
principal amount of the outstanding Debentures, Holders of at least the same
percentage of the Liquidation Amount of the Outstanding Preferred Securities may
also take such action in the name of the Trust if such action has not been taken
by the Property Trustee. To the fullest extent permitted by law, the foregoing
shall be in addition to and not in limitation of any direct rights provided to
the Holders of the Preferred Securities under the terms of the Indenture,
including the right, without any notice or other demand on the Property Trustee,
to institute suit for the enforcement of any payment of the principal of and any
premium and interest on Debentures as provided in Section 6.07 of the Indenture.


                                       26
<PAGE>

      Section 7.03. Certain Rights of Property Trustee. Subject to the
provisions of Section 7.01:

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

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

                  (c) the Property Trustee may consult with counsel or other
experts of its selection and the advice or opinion of such counsel or other
experts with respect to legal matters or advice within the scope of such
experts' area of expertise shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

                  (e) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, approval, bond, debenture, note or other


                                       27
<PAGE>

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;

                  (f) the Property Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through its agents or attorneys and the Property Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;

                  (g) whenever in the administration of this Trust Agreement,
the Property Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action hereunder, the
Property Trustee (unless other evidence be herein specifically prescribed) may,
in the absence of bad faith on its part, conclusively rely upon an Officers'
Certificate;

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

                  (i) the Property Trustee shall not be deemed to have notice of
any Default or Event of Default unless a Responsible Officer of the Property
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Property Trustee at the Corporate
Trust Office and such notice references the Trust Securities and this Trust
Agreement;

                  (j) the rights, privileges, protections, immunities and
benefits given to the Property Trustee, including, without limitation, its right
to be indemnified, are extended to, and shall be enforceable by, the Property
Trustee in each of its capacities hereunder, and each agent, custodian and other
Person employed to act hereunder; and

                  (k) the Property Trustee may request that the Depositor
deliver an Officers' Certificate setting forth the names of individuals and/or
titles of officers authorized at such time to take specified actions pursuant to
this Trust Agreement, which Officers' Certificate may be signed by any person
authorized to sign an Officers' Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superseded.

      Section 7.04. Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Depositor of the proceeds of the Debentures.

            The Property Trustee makes no representations as to the value or
condition of the property of the Trust or any part thereof. The Property Trustee
makes no representations as to the validity or sufficiency of this Trust
Agreement or the Trust Securities.

      Section 7.05. May Hold Securities. Any Trustee or any other agent of any
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of Trust


                                       28
<PAGE>

Securities and, subject to Sections 7.08 and 7.13 and, except as provided in the
definition of the term Outstanding in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

      Section 7.06. Compensation; Indemnity; Fees. The Depositor agrees:

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

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

                  (c) to indemnify each of the Trustees or any predecessor
Trustee for, and to hold the Trustees harmless against, any and all loss,
damage, claims, liability, penalty or expense including taxes (other than taxes
based on the income of such Trustee) incurred without its own negligent action,
its own negligent failure to act or its wilful misconduct (or, in the case of
the Administrative Trustees, incurred without gross negligence or bad faith),
arising out of or in connection with the acceptance or administration of this
Trust Agreement, including the costs and expenses of defending itself against
any claim (whether by the Depositor, any Holder or any other person) or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.

            No Trustee may claim any Lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 7.06.

            The provisions of this Section 7.06 shall survive the termination of
this Trust Agreement and the resignation or removal of the Trustees.

      Section 7.07. Corporate Property Trustee Required; Eligibility of
Trustees.

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


                                       29
<PAGE>

to the Trust Securities shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

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

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

      Section 7.08. Conflicting Interests. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement.

      Section 7.09. Co-Trustees and Separate Trustee. Unless an Event of Default
shall have occurred and be continuing, at any time or times, for the purpose of
meeting the legal requirements of the Trust Indenture Act or of any jurisdiction
in which any part of the Trust Property may at the time be located, the
Depositor and the Administrative Trustee (and if more than one Administrative
Trustee, by agreed action of the majority of such Trustees) shall have power (i)
to appoint, and upon the written request of the Administrative Trustee the
Depositor shall for such purpose join with the Administrative Trustee in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint one or more Persons approved by the Property Trustee either
to act as co-trustee, jointly with the Property Trustee, of all or any part of
such Trust Property, or to the extent required by law to act as separate trustee
of any such property, in either case with such powers as may be provided in the
instrument of appointment, and (ii) to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Debenture Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity.

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

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


                                       30
<PAGE>

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

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

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

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

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

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

      Section 7.10. Resignation and Removal; Appointment of Successor. No
resignation or removal of any Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 7.11.

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

            Unless an Event of Default shall have occurred and be continuing,
any Trustee may be removed at any time by Act of the Holder of the Common
Securities. If an Event of Default


                                       31
<PAGE>

shall have occurred and be continuing, the Property Trustee or the Delaware
Trustee, or both of them, may be removed at such time only by Act of the Holders
of at least a majority in Liquidation Amount of the Outstanding Preferred
Securities, delivered to such Trustee (in its individual capacity and on behalf
of the Trust). The Administrative Trustee may only be removed by the Holder of
Common Securities at any time.

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

            If any Trustee shall resign, be removed or become incapable of
acting as Trustee, or if a vacancy shall occur in the office of any Trustee for
any cause, at a time when no Event of Default shall have occurred and be
continuing, the Holder of Common Securities, by Act of the Holder of Common
Securities delivered to the retiring Trustee, shall promptly appoint a successor
Trustee or Trustees and the Trust, and the retiring Trustee shall comply with
the applicable requirements of Section 7.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, at a
time when an Event of Default has occurred and is continuing, the Holders of
Preferred Securities, by Act of the Securityholders of at least a majority in
Liquidation Amount of the Outstanding Preferred Securities delivered to the
retiring Trustee, shall promptly appoint a successor Trustee or Trustees, and
such successor Trustee shall comply with the applicable requirements of Section
7.11. If any Administrative Trustee shall resign, be removed or become incapable
of acting as Administrative Trustee at a time when an Event of Default shall
have occurred and be continuing, the Holder of Common Securities shall appoint a
successor Administrative Trustee. If no successor Trustee shall have been so
appointed by the Holder of Common Securities or the Holders of Preferred
Securities and accepted appointment in the manner required by Section 7.11, any
Securityholder who has been a Securityholder of Trust Securities for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee.

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

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


                                       32
<PAGE>

      Section 7.11. Acceptance of Appointment by Successor. In case of the
appointment hereunder of a successor Trustee, the retiring Trustee and each
successor Trustee shall execute and deliver to the Trust and the retiring
Trustee an amendment hereto wherein each successor Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee and (b) shall add
to or change any of the provisions of this Trust Agreement as shall be necessary
to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in such amendment
shall constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee and upon
the execution and delivery of such amendment the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee and the Trust; but, on request of the Trust or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all Trust Property, all proceeds thereof and money held by such retiring
Trustee hereunder.

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

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

      Section 7.12. Merger, Conversion, Consolidation or Succession to Business.
Any Person into which any of the Trustees may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Trustee shall be a party, or any
Person succeeding to all or substantially all the corporate trust business of
such Trustee, shall be the successor of such Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

      Section 7.13. Preferential Collection of Claims Against Depositor or
Trust. If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor (whether directly or indirectly, secured or unsecured) of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), including under the terms of Section 7.05 hereof, the Property
Trustee or the Delaware Trustee, as the case may be, shall be subject to and
shall take all actions necessary in order to comply with the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
Trust (or any such other obligor).

      Section 7.14. Reports by Property Trustee. The Property Trustee shall
transmit to Holders such reports concerning the Property Trustee and its actions
under this Trust Agreement as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided


                                       33
<PAGE>

pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Property Trustee shall, within 60 days after each May 31 following the date of
this Trust Agreement deliver to Holders a brief report, dated as of such May 31,
which complies with the provisions of such Section 313(a).

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

      Section 7.15. Reports to the Property Trustee. The Depositor and the
Administrative Trustee on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

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

      Section 7.16. Evidence of Compliance with Conditions Precedent. The
Depositor and the Administrative Trustee on behalf of the Trust shall provide to
the Property Trustee evidence of compliance with the conditions precedent, if
any, provided for in this Trust Agreement that relate to any of the matters set
forth in Section 314(c) of the Trust Indenture Act.

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

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

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

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

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


                                       34
<PAGE>

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

      Section 7.18. Number of Trustees.

                  (a) The number of Trustees shall be three, provided that the
Holder of all of the Common Securities by written instrument may increase the
number of Administrative Trustees and, if so increased, may decrease the number
of Administrative Trustees.

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

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

      Section 7.19. Delegation of Power.

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

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

      Section 7.20. Voting. Except as otherwise provided in this Trust
Agreement, the consent or vote of the Trustees shall be approved by not less
than a majority of the Administrative Trustees.


                                       35
<PAGE>

                                  ARTICLE VIII
                           Dissolution and Liquidation

      Section 8.01. Dissolution Upon Expiration Date. Unless earlier dissolved,
the Trust shall automatically dissolve on _______ __, ____ (the "Expiration
Date").

      Section 8.02. Early Termination. The earliest to occur of any of the
following events is an "Early Termination Event":

                  (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of the Depositor or an acceleration of the maturity
of the Debentures pursuant to Section 6.02 of the Indenture;

                  (b) upon the election of the Depositor to dissolve the Trust
and cause the distribution of a Like Amount of Debentures to the Holders of the
Trust Securities;

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

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

            The election of the Depositor pursuant to Section 8.02(b) shall be
made by the Depositor giving written notice to the Trustees not less than 30
days prior to the date of distribution of the Debentures. Such notice shall
specify the date of distribution of the Debentures and shall be accompanied by
an Opinion of Counsel that such event will not be a taxable event to the Holders
of the Trust Securities for Federal income tax purposes.

      Section 8.03. Termination. The respective obligations and responsibilities
of the Trustees and the Trust shall terminate upon the latest to occur of the
following: (a) the distribution by the Property Trustee to Securityholders upon
the winding up of the Trust pursuant to Section 8.04of all amounts required to
be distributed hereunder upon the final payment of the Trust Securities; (b) the
payment of any expenses owed by the Trust; and (c) the discharge of all
administrative duties of the Administrative Trustee, including the performance
of any tax reporting obligations with respect to the Trust or the
Securityholders and the filing of the Certificate of Cancellation with the
Secretary of State of the State of Delaware.

      Section 8.04. Winding Up.

                  (a) If an Early Termination Event specified in clause (a), (c)
or (d) of Section 8.02 occurs or upon the Expiration Date, the Trust shall be
wound up by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Securityholder a Like Amount of
Debentures, subject to Section 8.04(d). If an Early Termination Event specified
in clause (b) occurs, the Trust shall be liquidated by the Trustee on the date
of distribution of the Debentures specified by the Depositor in its notice
delivered pursuant to Section 8.02. Notice of liquidation shall be given by the
Property Trustee by first-class mail, postage prepaid, mailed not


                                       36
<PAGE>

later than 30 nor more than 60 days prior to the Liquidation Date to each Holder
of Trust Securities at such Holder's address appearing in the Securities
Register. All notices of liquidation shall:

                        (i) state the Liquidation Date;

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

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

                  (b) In order to effect the winding up of the Trust and
distribution of the Debentures to Securityholders, the Property Trustee, either
itself acting as exchange agent or through the appointment of a separate
exchange agent, shall establish such procedures as it shall deem appropriate to
effect the distribution of Debentures in exchange for the Outstanding Trust
Securities Certificates.

                  (c) Except where Section 8.02(c) or 8.04(d) applies, on or
after the Liquidation Date, (i) the Trust Securities will no longer be deemed to
be Outstanding, (ii) certificates representing a Like Amount of Debentures will
be issued to Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustee or its agent for exchange, (iii) the
Depositor shall use its best efforts to have the Debentures listed on the New
York Stock Exchange or such other exchange as the Preferred Securities are then
listed and shall take any reasonable action necessary to effect the distribution
of the Debentures, (iv) any Trust Securities Certificates not so surrendered for
exchange will be deemed to represent a Like Amount of Debentures, accruing
interest at the rate provided for in the Debentures from the last Distribution
Date on which a Distribution was made on such Trust Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments or interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Debentures) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

                  (d) In the event that, notwithstanding the other provisions of
this Section 8.04, whether because of an order for dissolution entered by a
court of competent jurisdiction or otherwise, distribution of the Debentures in
the manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
terminated, by the Property Trustee in such manner as the Property Trustee
determines. In such event, Securityholders will be entitled to receive out of
the assets of the Trust available for distribution to Securityholders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the Liquidation Amount per Trust Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation


                                       37
<PAGE>

Distribution"). If, upon any such dissolution, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder
of the Common Securities will be entitled to receive Liquidation Distributions
upon any such dissolution pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Debenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities, and no Liquidation Distribution will be paid to the Holders
of the Common Securities unless and until receipt by all Holders of the
Preferred Securities of the entire Liquidation Distribution payable in respect
thereof.

                                   ARTICLE IX
                                  Mergers, Etc.

      Section 9.01. Mergers, Consolidations, Amalgamations or Replacements of
the Trust. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets as an
entirety or substantially as an entirety to any corporation or other entity,
except as described below. The Trust may, at the request of the Depositor, with
the consent of the Administrative Trustee and without the consent of the Holders
of the Preferred Securities, merge with or into, consolidate, amalgamate, or be
replaced by, a trust organized as such under the laws of any State; provided,
that (i) such successor entity either (a) expressly assumes all of the
obligations of the Trust with respect to the Preferred Securities or (b)
substitutes for the Preferred Securities other securities having substantially
the same terms as the Preferred Securities (the "Successor Securities") so long
as the Successor Securities rank the same as the Preferred Securities rank with
respect to the payment of Distributions and payments upon dissolution and
redemption, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed, or any
Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed, (iv) such merger, consolidation, amalgamation or
replacement does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation or replacement does
not adversely affect the rights, preferences and privileges of the Holders of
the Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially similar to that
of the Trust, (vii) prior to such merger, consolidation, amalgamation or
replacement, the Depositor and the Property Trustee have received an Opinion of
Counsel to the effect that (a) such merger, consolidation, amalgamation or
replacement does not adversely affect the rights, preferences and privileges of
the Holders of the Preferred Securities (including any Successor Securities) in
any material respect, and (b) following such merger, consolidation, amalgamation
or replacement, neither the Trust nor such successor entity will be required to
register as an investment company under the 1940 Act and (viii) the Depositor or
any permitted successor assignee owns all of the common securities of such
successor entity and guarantees the obligations of such successor


                                       38
<PAGE>

entity under the Successor Securities at least to the extent provided by the
Guarantee and this Trust Agreement. Notwithstanding the foregoing, the Trust
shall not, except with the consent of all Holders of the Preferred Securities,
merge with or into, consolidate, amalgamate, or be replaced by, any other entity
or permit any other entity to consolidate, amalgamate, merge with or into, or
replace it if such consolidation, amalgamation, merger or replacement would
cause the Trust or the successor entity not to be classified as a grantor trust
for United States Federal income tax purposes.

                                   ARTICLE X
                            Miscellaneous Provisions

      Section 10.01. Limitation of Rights of Securityholders. The death,
dissolution or incapacity of any Person having an interest, beneficial or
otherwise, in Trust Securities shall not operate to terminate this Trust
Agreement, nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any proceeding in any court for a partition or winding-up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

      Section 10.02. Amendment.

                  (a) This Trust Agreement may be amended from time to time by
the Trustees and the Depositor, without the consent of any Securityholders, to
cure any ambiguity, defect or inconsistency or make any other change which does
not adversely affect in any material respect the interests of any Holder of
Preferred Securities. Notice of any amendments of this Trust Agreement pursuant
to Section 10.02(a) shall begiven to the Securityholders.

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

                  (c) In addition to and notwithstanding any other provision in
this Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
Trust Agreement may not be amended to (i) change the amount, timing or currency
of any Distribution or Liquidation Distribution on the Trust Securities or
otherwise adversely affect the method of payment of any Distribution or
Liquidation Distribution required to be made in respect of the Trust Securities
as of a specified date; (ii) change the redemption provisions of the Trust
Securities; (iii) restrict the right of a Securityholder to institute suit for
the enforcement of any such payment contemplated in (i) or (ii) above on or
after the related date; (iv) modify the first sentence of Section 2.06 hereof;
(v) authorize or issue any beneficial interest in the Trust other than as
contemplated by this Trust Agreement as of the date hereof; (vi) change the
conditions precedent for the Depositor to elect to dissolve the Trust and
distribute the Debentures to Holders of Preferred Securities as set forth in
Section 8.02; or (vii) affect the limited liability of any Holder of Preferred
Securities, and, notwithstanding any other provision herein, without the
unanimous consent of the


                                       39
<PAGE>

Securityholders (such consent being obtained in accordance with Section 6.03 or
6.06 hereof), paragraphs (b) and (c) of this Section 10.02 may not be amended.

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

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

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

                  (g) In executing any amendment to the Trust Agreement, the
Property Trustee shall be entitled to receive, and (subject to Section 8.01)
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Trust Agreement.
Except as contemplated by Section 7.11, the Trustee may, but shall not be
obligated to, enter into any amendment to this Trust Agreement which affects the
Trustee's own rights, duties or immunities under this Trust Agreement or
otherwise.

      Section 10.03. Severability. In case any provision in this Trust Agreement
or in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

      Section 10.04. Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST, THE DEPOSITOR AND THE
TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

      Section 10.05. Payments Due on Non-Business Day. If the date fixed for any
payment on any Trust Security shall be a day which is not a Business Day, then
such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day (except as otherwise provided therein,
with the same force and effect as though made on the date fixed for such
payment), and no interest shall accumulate thereon for the period after such
date to the date of payment on such succeeding day.

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


                                       40
<PAGE>

the assignee agrees in writing to perform the Depositor's obligations hereunder,
the Depositor shall not assign its obligations hereunder.

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

      Section 10.08. Reports, Notices and Demands. Any report, notice, demand or
other communication which by any provision of this Trust Agreement is required
or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Holder of a
Preferred Security, to such Holder of a Preferred Security as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Holder of a Common Security or the Depositor, to PSEG Power
LLC, 80 Park Plaza, Newark, New Jersey 07101, Attention: Treasurer, facsimile
no.: 973-242-1651. Such notice, demand or other communication to or upon a
Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

            Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Property Trustee, the Delaware Trustee or the Administrative Trustee shall
be given in writing addressed (until another address is published by the Trust)
as follows: (a) with respect to the Property Trustee to The Bank of New York,
101 Barclay Street, Floor 21 West, New York, New York 10786, Attention:
Corporate Trust Administration; (b) with respect to the Delaware Trustee, to The
Bank of New York (Delaware), Route 273, White Clay Center, Newark, Delaware
19711; and (c) with respect to the Administrative Trustee, to the address above
for notices to the Depositor, marked "Attention: Administrative Trustee of PSEG
Power Capital Trust __ c/o Treasurer." Such notice, demand or other
communication to or upon the Property Trustee or the Delaware Trustee shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Property Trustee or the Delaware Trustee.

      Section 10.09. Agreement Not to Petition. Each of the Trustees and the
Depositor agree for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
VIII, they shall not file, or join in the filing of, a petition against the
Trust under any Bankruptcy Laws or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section
10.09, the Property Trustee agrees, for the benefit of Securityholders, that at
the expense of the Depositor, it shall file an answer with the bankruptcy court
or otherwise properly contest the filing of such petition by the Depositor or
any of the Trustees, as applicable, against the Trust or the commencement of
such action and raise the defense that the Depositor has agreed in writing not
to take such action and should be stopped and precluded therefrom and such other
defenses, if any, as counsel for the Property Trustee or the Trust may assert.
The provisions of this Section 10.09 shall survive the termination of this Trust
Agreement.


                                       41
<PAGE>

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

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

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

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

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

      Section 10.11. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture. THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST
THEREIN BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS.

                                 PSEG POWER LLC, as Depositor

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

                                 THE BANK OF NEW YORK, as Property Trustee

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


                                       42
<PAGE>

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

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

                                    -----------------------------------------,
                                    as Administrative Trustee
                                    Name:


                                       43
<PAGE>

EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                           PSEG POWER CAPITAL TRUST __

      THIS CERTIFICATE OF TRUST of PSEG Power Capital Trust __ (the "Trust"),
dated ________, __, is being duly executed and filed by the undersigned, as
trustees, to form a [business] [statutory] trust under the Delaware [Business]
[Statutory] Trust Act (12 Del. C. ss. 3801 et seq.) (the "Act").

            (i) Name. The name of the statutory trust being formed hereby is
PSEG Power Capital Trust __.

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

            (iii) Counterparts. This Certificate of Trust may be executed in one
or more counterparts, all of which together shall constitute one and the same
instrument.

            (iv) Effective Date. This Certificate of Trust shall be effective as
of its filing with the Secretary of State of Delaware.

      IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first above written in
accordance with Section 3811(a) of the Act.

                                    THE BANK OF NEW YORK
                                    as Trustee

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

                                    THE BANK OF NEW YORK (DELAWARE)
                                    as Trustee

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

                                    MARK G. KAHRER, as Trustee

                                        /s/
                                        -------------------------------


                                      A-1
<PAGE>

EXHIBIT B

                                                   _______ __, ____

The Depository Trust Company
55 Water Street, 49th Floor
New York, New York  10041-0099

Attention:
             General Counsel's Office

              Re: PSEG Power Capital Trust __ Preferred Securities

Ladies and Gentlemen:

      The purpose of this letter is to set forth certain matters relating to the
issuance and deposit with The Depository Trust Company ("DTC") of the PSEG Power
Capital Trust __ _____% Cumulative Quarterly Income Preferred Securities (the
"Preferred Securities"), of PSEG Power Capital Trust __, a Delaware statutory
trust (the "Issuer"), created pursuant to a Trust Agreement between PSEG Power
LLC ("PSEG Power"), The Bank of New York, as Property Trustee, the Delaware
Trustee named therein and the Administrative Trustee named therein. The payment
of distributions on the Preferred Securities and payments due upon dissolution
of the Issuer or redemption of the Preferred Securities are guaranteed by PSEG
Power, to the extent the Issuer has funds available for the payment thereof and
to the extent set forth in a Guarantee Agreement dated _______ __, ____ by PSEG
Power and backup undertakings relating thereto with respect to the Preferred
Securities. The Issuer proposes to sell the Preferred Securities to certain
Underwriters (the "Underwriters") pursuant to an Underwriting Agreement dated
_______ __, ____ by and among the Underwriters, the Issuer and PSEG Power and
the Underwriters wish to take delivery of the Preferred Securities through DTC.
The Bank of New York is acting as transfer agent and registrar with respect to
the Preferred Securities (the "Transfer Agent and Registrar").

      To induce DTC to accept the Preferred Securities as eligible for deposit
at DTC, and to act in accordance with DTC's Rules with respect to the Preferred
Securities, the Issuer and the Transfer Agent and Registrar make the following
representations to DTC:

      1. Prior to the closing of the sale of the Preferred Securities to the
Underwriters, which is expected to occur on or about _____________, there shall
be deposited with DTC one or more global certificates (individually and
collectively, the "Global Certificate") registered in the name of DTC's nominee,
Cede & Co., representing an aggregate of __________ Preferred Securities and
bearing the following legend:
<PAGE>

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
      ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
      OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
      PAYMENT HEREON IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
      USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
      AS THE REGISTERED OWNER HEREOF, CEDE & CO, HAS AN INTEREST HEREIN.

      2. The Amended and Restated Trust Agreement of the Issuer provides for the
voting by holders of the Preferred Securities under certain limited
circumstances. The Issuer shall establish a record date for such purposes and
shall, to the extent possible, give DTC notice of such record date not less than
15 calendar days in advance of such record date.

      3. In the event of a stock split, conversion, recapitalization,
reorganization or any other similar transaction resulting in the cancellation of
all or any part of the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice of such event at least 5
business days prior to the effective date of such event.

      4. In the event of distribution on, or an offering or issuance of rights
with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such notice
shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than 20
calendar days nor more than 90 calendar days prior to the payment of any such
distribution or any such offering or issuance of rights with respect to the
Preferred Securities. After establishing the amount of payment to be made on the
Preferred Securities, the Issuer or the Transfer Agent and Registrar will notify
DTC's Dividend Department of such payment 5 business days prior to payment date.
Notices to DTC's Dividend Department by telecopy shall be sent to (212)
709-1723. Such notices by mail or by any other means shall be sent to:


                                       2
<PAGE>

              Manager, Announcements
              Dividend Department
              The Depository Trust Company
              55 Water Street, 25th Floor
              New York, New York  10041-0099

      The Issuer or the Transfer Agent and Registrar shall confirm DTC's receipt
of such telecopy by telephoning the Dividend Department at (212) 709-1270.

      5. In the event of a redemption by the Issuer of the Preferred Securities,
notice specifying the terms of the redemption and the Publication Date of such
notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC
not less than 30 calendar days prior to such event by a secure means in the
manner set forth in paragraph 4. Such redemption notice shall be sent to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190, and receipt of
such notice shall be confirmed by telephoning (516) 227-4070. Notice by mail or
by any other means shall be sent to:

              Manager, Call Notification Department
              The Depository Trust Company
              711 Stewart Avenue
              Garden City, New York  11530-4719

      6. In the event of any invitation to tender the Preferred Securities,
notice specifying the terms of the tender and the Publication Date of such
notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC by
a secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) and in a timely manner as described in paragraph 4. Notices to DTC
pursuant to this paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes) shall be sent, unless
notification to another department is expressly provided for herein, by telecopy
to DTC's Reorganization Department at (212) 855-5488 and receipt of such notice
shall be confirmed by telephoning (212) 855-5290, or by mail or any other means
to:

              Manager, Reorganization Department
              Reorganization Window
              The Depository Trust Company
              55 Water Street, 50th Floor
              New York, New York  10041-0099

      7. All notices and payment advances sent to DTC shall contain the CUSIP
number or numbers of the Preferred Securities and the accompanying designation
of the Preferred Securities, which, as of the date of this letter, is "PSEG
Power Capital Trust __ _____% Cumulative Quarterly Income Preferred Securities".

      8. Distribution payments or other cash payments with respect to the
Preferred Securities evidenced by the Global Certificate shall be received by
Cede & Co., as nominee of


                                       3
<PAGE>

DTC, or its registered assigns in same day funds on each payment date (or in
accordance with existing arrangements between the Issuer or the Transfer Agent
and Registrar and DTC). Such payments shall be made payable to the order of Cede
& Co., and shall be addressed as follows:

              NDFS Redemption Department
              The Depository Trust Company
              7 Hanover Square, 23rd Floor
              New York, New York  10004-2695

      9. DTC may by prior written notice direct the Issuer and the Transfer
Agent and Registrar to use any other telecopy number or address of DTC as the
number or address to which notices or payments may be sent.

      10. In the event of a conversion, redemption, or any other similar
transaction (e.g., tender made and accepted in response to the Issuer's or the
Transfer Agent and Registrar's invitation) necessitating a reduction in the
aggregate number of Preferred Securities outstanding evidenced by a global
certificate, DTC, in its discretion: (a) may request the Issuer or the Transfer
Agent and Registrar to issue and countersign a new global certificate; or (b)
may make an appropriate notation on such global certificate indicating the date
and amount of such reduction.

      11. DTC may discontinue its services as a securities depositary with
respect to the Preferred Securities at any time by giving reasonable prior
written notice to the Issuer and the Transfer Agent and Registrar (at which time
DTC will confirm with the Issuer or the Transfer Agent and Registrar the
aggregate number of Preferred Securities deposited with it) and discharging its
responsibilities with respect thereto under applicable law. Under such
circumstances, the Issuer may determine to make alternative arrangements for
book-entry settlement for the Preferred Securities, make available one or more
separate global certificates evidencing Preferred Securities to any Participant
having Preferred Securities credited to its DTC account, or issue definitive
Preferred Securities to the beneficial owners thereof, and in any such case, DTC
agrees to cooperate fully with the Issuer and the Transfer Agent and Registrar
and to return the global certificates duly endorsed for transfer as directed by
the Issuer or the Transfer Agent and Registrar, together with any other
documents of transfer reasonably requested by the Issuer or the Transfer Agent
and Registrar.

      12. In the event that the Issuer determines that beneficial owners of the
global certificate(s) evidencing Preferred Securities shall be able to obtain
definitive Preferred Securities, the Issuer or the Transfer Agent and Registrar
shall notify DTC of the availability of such definitive Preferred Securities. In
such event, the Issuer or the Transfer Agent and Registrar shall issue, transfer
and exchange definitive Preferred Securities in appropriate amounts, as required
by DTC and others, and DTC agrees to cooperate fully with the Issuer and the
Transfer Agent and Registrar and to return the global certificate(s), duly
endorsed for transfer as directed by the Issuer or the Transfer Agent and
Registrar, together with any other documents of transfer reasonably requested by
the Issuer or the Transfer Agent and Registrar.


                                       4
<PAGE>

      13. This letter may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

      Nothing herein shall be deemed to require the Transfer Agent and Registrar
to advance funds on behalf of the Issuer.

                                 Very truly yours,

                                 PSEG POWER CAPITAL TRUST __
                                 (As Issuer)

                                 By:
                                 Name:____________________________________, as


                                 THE BANK OF NEW YORK (As Transfer Agent and
                                 Registrar)

                                 By:__________________________________________
                                    Name:
                                    Title:

RECEIVED AND ACCEPTED:

THE DEPOSITORY TRUST COMPANY

By:_________________________
      Authorized Officer


                                       5
<PAGE>

EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number
__-1

Number of Common Securities
__________

                    Certificate Evidencing Common Securities
                                       of
                           PSEG Power Capital Trust __

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

      PSEG Power Capital Trust __, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that PSEG Power LLC (the
"Holder") is the registered owner of ____________________ (__________) common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated as the _____% Common Securities (liquidation
amount $_____ per Common Security) (the "Common Securities"). In accordance with
Section 5.10 of the Trust Agreement (as defined below), this certificate is, and
the Common Securities are, not transferable and any attempted transfer hereof
shall be void. The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities are set forth in, and
this certificate and the Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of _______ __, ____, as the same
may be amended from time to time (the "Trust Agreement"). The Trust will furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

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

      This Certificate shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to the conflict of laws principles
thereof.
<PAGE>

      IN WITNESS WHEREOF, the Administrative Trustee of the Trust has executed
this certificate this _____ day of _______, ____.

                                          PSEG POWER CAPITAL TRUST __

                                          By: ________________________________
                                              Name:  Mark G. Kahrer
                                                     Administrative Trustee


                                       2
<PAGE>

EXHIBIT D

Certificate Number
_____

Number of Preferred Securities
CUSIP NO. __________

                   Certificate Evidencing Preferred Securities
                                       of
                           PSEG Power Capital Trust __

            _____% Cumulative Quarterly Income Preferred Securities,

               (liquidation amount $_____ per Preferred Security)

      PSEG Power Capital Trust __, a statutory trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of _________, _________________________
(_________) preferred securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the PSEG Power Capital Trust
I _____% Cumulative Quarterly Income 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 as provided in Section 5.04 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of __________, ____, as the same may be amended from time to time (the "Trust
Agreement"). The Holder is entitled to the benefits of the Guarantee Agreement
entered into by PSEG Power LLC, a Delaware limited liability company, and The
Bank of New York as guarantee trustee, dated as of_________, ____ (the
"Guarantee") to the extent provided therein, together with the obligations of
PSEG Power LLC under the Trust Agreement, its Deferrable Interest Subordinated
Debentures and the Indenture related to such Deferrable Interest Subordinated
Debentures. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

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

      IN WITNESS WHEREOF, the Administrative Trustee of the Trust has executed
this certificate this _____ day of ______, ____.

                                          PSEG POWER CAPITAL TRUST __

                                          By: ________________________________
                                              Name:  Mark G. Kahrer
                                                     Administrative Trustee

[To be included in Book-Entry Preferred Securities Certificate]

This Preferred Security is a Book-Entry Preferred Securities Certificate within
the meaning of the Trust Agreement previously 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 or entity other than the Depository or its
nominee only in the limited circumstances described in the Trust 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 Trust Company, a New York corporation, (55 Water Street, New
York) to PSEG Power Capital Trust __ or its agent for registration of transfer,
exchange or payment, and any Preferred Security issued is registered in the name
of Cede & Co. or such other name as requested by an authorized representative of
The Depository Trust Company and any payment hereon is made to Cede & Co. or to
such other entity as is requested by an authorized representative of The
Depository Trust Company, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede
& Co., has an interest herein.

                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers to:
(Insert assignee's social security or tax identification number)
(Insert address and zip code of assignee)

__________ Preferred Securities represented by this Preferred Securities
Certificate and irrevocably appoints


                                       2
<PAGE>

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

Date:

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