<PAGE>

                                                                     EXHIBIT 4.2

                   SECOND AMENDED AND RESTATED TRUST AGREEMENT

                                      among

                   Easy Gardener Products, Ltd., as Depositor,

                            Wilmington Trust Company,
                              as Property Trustee,

                            Wilmington Trust Company,
                              as Delaware Trustee,

                                       and

                    The Administrative Trustees Named Herein

                          Dated as of October 29, 2003

                         EASY GARDENER PRODUCTS TRUST I

<PAGE>

                         EASY GARDENER PRODUCTS TRUST I

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

<TABLE>
<CAPTION>
Trust Indenture Act Section                               Trust Agreement Section
---------------------------                               -----------------------
<S>                                                       <C>
(Section)310(a)(1)                                             8.7
            (a)(2)                                             8.7
            (a)(3)                                             8.9
            (a)(4)                                             2.7 (a) (ii)
            (a)(5)                                             Not applicable
            (b)                                                8.8
            (c)                                                Not applicable
(Section)311(a)                                                8.13
            (b)                                                8.13
            (c)                                                Not applicable
312(a)(Section)                                                5.7
            (b)                                                5.7
            (c)                                                5.7
(Section)313(a)                                                8.14 (a)
            (a)(4)                                             8.14 (b)
            (b)                                                8.14 (b)
            (c)                                                10.9
            (d)                                                8.14 (c)
(Section)314(a)                                                8.15
            (b)                                                Not Applicable
            (c)(1)                                             8.16
            (c)(2)                                             8.16
            (c)(3)                                             Not Applicable
            (d)                                                Not Applicable
            (c)                                                1.1, 8.16
(Section)315(a)                                                8.1 (a), 8.3 (a)
            (b)                                                8.2, 10.9
            (c)                                                10.11
            (d)                                                8.1, 8.3
            (e)                                                10.11
(Section)316(a)(1)(A)                                          5.14
            (a)(1)(B)                                          5.14
            (a)(2)                                             Not Applicable
            (b)                                                5.14
            (c)                                                6.7
(Section)317(a)(1)                                             10.11
            (a)(2)                                             10.11
            (b)                                                5.9
(Section)318(a)                                                10.11
</TABLE>

------------------
Note     This reconciliation and tic sheet shall not, for any purpose, be deemed
         to be a part of the Second Amended and Restated Trust Agreement.

<PAGE>

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
ARTICLE I DEFINED TERMS.......................................................................................        2
  SECTION 1.1         Definitions.............................................................................        2

ARTICLE II ESTABLISHMENT OF THE TRUST.........................................................................       12
  SECTION 2.1         Name....................................................................................       12
  SECTION 2.2         Office of the Delaware Trustee; Principal Place of Business.............................       12
  SECTION 2.3         Initial Contribution of Trust Property; Organizational Expenses.........................       12
  SECTION 2.4         Issuance of the Preferred Securities....................................................       13
  SECTION 2.5         Issuance of the Common Securities; Subscription and Purchase of Debentures..............       13
  SECTION 2.6         Declaration of Trust....................................................................       13
  SECTION 2.7         Authorization to Enter into Certain Transactions........................................       14
  SECTION 2.8         Assets of Trust.........................................................................       17
  SECTION 2.9         Title to Trust Property.................................................................       17

ARTICLE III PAYMENT ACCOUNT...................................................................................       18
  SECTION 3.1         Payment Account.........................................................................       18

ARTICLE IV DISTRIBUTIONS; REDEMPTION..........................................................................       18
  SECTION 4.1         Distributions...........................................................................       18
  SECTION 4.2         Redemption..............................................................................       19
  SECTION 4.3         Subordination of Common Securities......................................................       21
  SECTION 4.4         Payment Procedures......................................................................       22
  SECTION 4.5         Tax Returns and Reports.................................................................       22
  SECTION 4.6         Payment of Taxes, Duties, Etc. Of the Trust.............................................       22
  SECTION 4.7         Payments under Indenture or Pursuant to Direct Actions..................................       22

ARTICLE V TRUST SECURITIES CERTIFICATES.......................................................................       23
  SECTION 5.1         Initial Ownership.......................................................................       23
  SECTION 5.2         The Trust Securities Certificates.......................................................       23
  SECTION 5.3         Execution and Delivery of Trust Securities Certificates.................................       23
  SECTION 5.4         Registration of Transfer and Exchange of Preferred Securities Certificates..............       23
  SECTION 5.5         Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates......................       25
  SECTION 5.6         Persons Deemed Securityholders..........................................................       25
  SECTION 5.7         Access to List of Sectirityholders Names and Addresses..................................       25
  SECTION 5.8         Maintenance of Office or Agency.........................................................       26
  SECTION 5.9         Appointment of Paying Agent.............................................................       26
  SECTION 5.10        Ownership of Common Securities by Depositor.............................................       27
  SECTION 5.11        Book-Entry Preferred Securities Certificates; Common Securities Certificate.............       27
  SECTION 5.12        Notices to Clearing Agency..............................................................       28
  SECTION 5.13        Definitive Preferred Securities Certificates............................................       28
  SECTION 5.14        Rights of Securityholders...............................................................       29
</TABLE>

                                        i

<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING..........................................................       31
  SECTION 6.1         Limitations on Voting Rights............................................................       31
  SECTION 6.2         Notice of Meetings......................................................................       32
  SECTION 6.3         Meetings of Preferred Securityholders...................................................       32
  SECTION 6.4         Voting Rights...........................................................................       33
  SECTION 6.5         Proxies, etc............................................................................       33
  SECTION 6.6         Securityholder Action by Written Consent................................................       33
  SECTION 6.7         Record Date for Voting and Other Purposes...............................................       33
  SECTION 6.8         Acts of Securityholders.................................................................       33
  SECTION 6.9         Inspection of Records...................................................................       35

ARTICLE VII REPRESENTATIONS AND WARRANTIES....................................................................       35
  SECTION 7.1         Representations and Warranties of the Bank..............................................       35
  SECTION 7.2         Representations and Warranties of Depositor.............................................       36

ARTICLE VIII THE TRUSTEES.....................................................................................       36
  SECTION 8.1         Certain Duties and Responsibilities.....................................................       36
  SECTION 8.2         Certain Notices.........................................................................       38
  SECTION 8.3         Certain: Rights of Property Trustee.....................................................       38
  SECTION 8.4         Not Responsible for Recitals or Issuance of Securities..................................       40
  SECTION 8.5         May Hold Securities.....................................................................       40
  SECTION 8.6         Compensation; Indemnity; Fees...........................................................       40
  SECTION 8.7         Corporate Property Trustee Required; Eligibility of Trustees............................       42
  SECTION 8.8         Conflicting Interests...................................................................       42
  SECTION 8.9         Co-Trustees and Separate Trustee........................................................       42
  SECTION 8.10        Resignation and Removal; Appointment of Successor.......................................       44
  SECTION 8.11        Acceptance of Appointment by Successor..................................................       45
  SECTION 8.12        Merger, Conversion, Consolidation or Succession to Business.............................       46
  SECTION 8.13        Preferential Collection of Claims Against Depositor or Trust............................       46
  SECTION 8.14        Reports by Property Trustee.............................................................       47
  SECTION 8.15        Reports to the Property Trustee.........................................................       47
  SECTION 8.16        Evidence of Compliance with Conditions Precedent........................................       48
  SECTION 8.17        Number of Trustees......................................................................       48
  SECTION 8.18        Delegation of Power.....................................................................       48
  SECTION 8.19        Voting..................................................................................       49

ARTICLE IX DISSOLUTION, LIQUIDATION AND MERGER................................................................       49
  SECTION 9.1         Dissolution Upon Expiration Date........................................................       49
  SECTION 9.2         Early Dissolution.......................................................................       49
  SECTION 9.3         Dissolution.............................................................................       49
  SECTION 9.4         Liquidation.............................................................................       50
  SECTION 9.5         Mergers, Consolidations, Amalgamations or Replacements of the Trust.....................       51
</TABLE>

                                       ii

<PAGE>

                                Table of Contents
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
ARTICLE X MISCELLANEOUS PROVISIONS............................................................................       52
  SECTION 10.1        Limitation of Rights of Securityholders.................................................       52
  SECTION 10.2        Amendment...............................................................................       52
  SECTION 10.3        Counterparts............................................................................       54
  SECTION 10.4        Separability............................................................................       54
  SECTION 10.5        Governing Law...........................................................................       54
  SECTION 10.6        Payments Due on Non Business Day........................................................       54
  SECTION 10.7        Successors..............................................................................       54
  SECTION 10.8        Headings................................................................................       54
  SECTION 10.9        Reports, Notices and Demands............................................................       55
  SECTION 10.10       Agreement Not to Petition...............................................................       55
  SECTION 10.11       Trust Indenture Act; Conflict with Trust Indenture Act..................................       56
  SECTION 10.12       Acceptance of Terms of Trust Agreement, Guarantee and Indenture.........................       56
</TABLE>

Index of Exhibits:

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

                                       iii

<PAGE>

                  SECOND AMENDED AND RESTATED TRUST AGREEMENT (this "Trust
Agreement"), dated as of October 29, 2003, among (i) Easy Gardener Products,
Ltd., a Texas limited partnership (including any successors or assigns,
hereinafter called the "Depositor" or "EGP"), (ii) Wilmington Trust Company, a
Delaware banking corporation organized and existing under the laws of the State
of Delaware, as property trustee (in such capacity, the "Property Trustee" and,
in its separate corporate capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) Wilmington Trust Company, a Delaware banking corporation
organized under the laws of the State of Delaware, as Delaware trustee (in such
capacity, the "Delaware Trustee"), (iv) Richard Grandy, an individual, Richard
Kurz, an individual, and Sheila Jones, an individual, each of whose address is
c/o Easy Gardener Products, Ltd., 3022 Franklin Avenue, Waco, Texas 76702-1025
(each an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees are referred to collectively herein as the "Trustees") and (v) the
several Holders, as hereinafter defined, and consented and agreed to by U.S.
Home & Garden Inc. as the initial depositor (the "Initial Depositor").
Capitalized terms used herein and not otherwise defined are used as defined in
Section 1.1 below.

                                   WITNESSETH

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

                  WHEREAS, each and every term and provision of the Original
Trust Agreement was amended and restated by the Amended and Restated Trust
Agreement dated as of April 17, 1998 (the "First Amended Trust Agreement").

                  WHEREAS, pursuant to an Asset Purchase Agreement (the "Asset
Purchase Agreement") dated December 11, 2002, as amended July 31, 2003 and as
may be further amended from time to time in a manner which, in the opinion of
the Administrative Trustees, does not materially adversely affect the interests
of the Holders of the Preferred Securities, by and between the Depositor, EYAS
International, Inc., a Texas corporation and affiliate of the Depositor, the
Initial Depositor, Easy Gardener, Inc., a Delaware corporation and wholly-owned
subsidiary of the Initial Depositor ("EGI"), Ampro Industries, Inc., a Michigan
corporation and wholly-owned subsidiary of the Initial Depositor ("Ampro" and
together with EGI collectively referred to as the "Sellers"), and Weed Wizard
Acquisition Corp., a wholly owned subsidiary of EGI, the Depositor agreed to
purchase, among other things, substantially all of the assets and properties of
the Sellers and assume and become responsible for, among other things, all of
the Initial Depositor's obligations under the First Amended Trust Agreement, the
Original Indenture and the Initial Guarantee Agreement (each as defined herein);
and

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

<PAGE>

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

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

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

                  WHEREAS, the current Administrative Trustees of the Trust are
Richard Grandy, Richard Kurz and Sheila Jones; and

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

                  NOW THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, each party, for the benefit of the
other parties and for the benefit of the Securityholders, hereby agrees as
follows:

                                   ARTICLE I

                                  DEFINED TERMS

                  SECTION 1.1 Definitions

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

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

                                      -2-
<PAGE>

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

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

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

                  "Act" has the meaning specified in Section 6.8.

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

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

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

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

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

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

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

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

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

                           (a)      the entry of a decree or order by a court
         having jurisdiction in the premises judging such Person a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjudication or composition of or in
         respect of such Person under any applicable Bankruptcy Law, or
         appointing a receiver,

                                      -3-
<PAGE>

         liquidator, assignee, trustee, sequestrator (or other similar official)
         of such Person or of any substantial part of its property or ordering
         the winding up or liquidation of its affairs, and the continuance of
         any such decree or order unstayed and in effect for a period of 90
         consecutive days; or

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

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

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

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

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

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

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

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

                                      -4-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                      -5-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      -6-
<PAGE>

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

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

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

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

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

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

                  "Holder" means a Securityholder.

                  "Indenture" means the Amended and Restated Junior Subordinated
Indenture, dated as of October 29, 2003, between the Depositor and the Debenture
Trustee, as trustee, as amended or supplemented from time to time.

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

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

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

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

                                      -7-
<PAGE>

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

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

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

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

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

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

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

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

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

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

                                      -8-
<PAGE>

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

                  "Original Indenture" means the Junior Subordinated Indenture,
dated April 17, 1998, between the Initial Depositor and the Debenture Trustee,
as trustee.

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

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

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

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

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

                  "Owner" means each Person who is the beneficial owner of a
Book-Entry Preferred Securities Certificate as reflected in the records of the
Clearing Agency or, if a Clearing Agency Participant is not the Owner, then as
reflected in the records of a Person

                                      -9-
<PAGE>

maintaining an account with such Clearing Agency (directly or indirectly, in
accordance with the rules of such Clearing Agency).

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

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

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

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

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

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

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

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

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

                  "Sale" shall have the meaning specified in Section 5.10.

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

                                      -10-
<PAGE>

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

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

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

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

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

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

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

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

                                      -11-
<PAGE>

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

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

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

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

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

                  SECTION 2.1 Name.

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

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

                  The address of the Delaware Trustee in the State of Delaware
is c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware, 19890-0001, Attention: Corporate Trust Administration, or
such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o Easy Gardener Products, Ltd.,
3022 Franklin Avenue, Waco, Texas 76702-1025.

                  SECTION 2.3 Initial Contribution of Trust Property;
Organizational Expenses.

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

                                      -12-
<PAGE>

                  SECTION 2.4 Issuance of the Preferred Securities.

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

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

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

                  SECTION 2.6 Declaration of Trust.

                  The exclusive purposes and functions of the Trust are (a) to
issue and sell Trust Securities and use the proceeds from such sale to acquire
the Debentures, and (b) to engage in those activities necessary, advisable or
incidental thereto. The Depositor hereby appoints, or confirms the appointment
of, 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 continues as a trustee of the Trust and
declares that it will continue to hold the Trust Property in trust upon and
subject to the conditions set forth herein for the benefit of the Trust and the
Securityholders. The Administrative Trustees shall have all rights, powers and
duties set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities, of the Property Trustee or the Administrative
Trustees set forth herein. The

                                      -13-
<PAGE>

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 2.7 Authorization to Enter into Certain Transactions.

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

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

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

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

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

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

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

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

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

                                      -14-
<PAGE>

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

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

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

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

                           (A)      the establishing of the Payment Account;

                           (B)      the receipt of the Debentures;

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

                           (D)      the distribution through the Paying Agent of
                  amounts owed to the Securityholders in respect of the Trust
                  Securities;

                           (E)      the exercise of all of the rights, powers
                  and privileges of a holder of the Debentures;

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

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

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

                                      -15-
<PAGE>

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

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

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

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

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

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

                           (ii)     the determination of the States in which to
                  take appropriate action to qualify or register for sale all or
                  part of the Preferred Securities and the determination of any
                  and all such acts, other than actions which must be taken by
                  or on behalf of the Trust, and the advice to the Trustees of
                  actions they must take

                                      -16-
<PAGE>

                  on behalf of the Trust, and the preparation for execution and
                  filing of any documents to be executed and filed by the Trust
                  of on behalf of the Trust, as the Depositor deems necessary or
                  advisable in order to comply with the applicable laws of any
                  such States;

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

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

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

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

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

                  SECTION 2.8 Assets of Trust.

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

                  SECTION 2.9 Title to Trust Property.

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

                                      -17-
<PAGE>

                                  ARTICLE III

                                 PAYMENT ACCOUNT

                  SECTION 3.1 Payment Account.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

                  SECTION 4.1 Distributions.

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

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

                                      -18-
<PAGE>

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

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

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

                  SECTION 4.2 Redemption.

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

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

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price;

                           (iii)    the CUSIP number;

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

                                      -19-
<PAGE>

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

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

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

                  (e)      Payment of the Redemption Price on the Trust
Securities shall be made to the recordholders thereof as they appear on the
Securities Register for the Trust Securities on the relevant record date, which
shall be one Business Day prior to the relevant Redemption Date; provided,
however, that in the event that the Preferred Securities do not remain in
book-entry-

                                      -20-
<PAGE>

only form, the relevant record date shall be the date 15 days prior to the
relevant Redemption Date (or, if such date is not a Business Day, the next
Business Day following such date).

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

                  SECTION 4.3 Subordination of Common Securities.

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

                  (b)      In the case of the occurrence of any Event of Default
resulting from any Debenture Event of Default, the Holder of Common Securities
will be deemed to have waived any right to act with respect to any such Event of
Default under this Trust Agreement until the effect of all such Events of
Default with respect to the Preferred Securities have been cured, waived or
otherwise eliminated. Until any such Event of Default under this Trust Agreement
with respect to the Preferred Securities has been so cured, waived or otherwise
eliminated, the

                                      -21-
<PAGE>

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 4.4 Payment Procedures.

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

                  SECTION 4.5 Tax Returns and Reports.

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

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

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

                  SECTION 4.7 Payments under Indenture or Pursuant to Direct
Actions.

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

                                      -22-
<PAGE>

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

                  SECTION 5.1 Initial Ownership.

                  At any time during which no Trust Securities are outstanding,
the Depositor shall be the sole beneficial owner of the Trust.

                  SECTION 5.2 The Trust Securities Certificates.

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

                  SECTION 5.3 Execution and Delivery of Trust Securities
Certificates.

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

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

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

                                      -23-
<PAGE>

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.

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

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

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

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

                  Upon consummation of the transactions contemplated by the
Asset Purchase Agreement, the Trust Securities Certificates (as defined in the
First Amended Trust Agreement) issued and outstanding shall be surrendered to
the Securities Registrar in exchange for Trust Securities Certificates in the
form attached to this Trust Agreement reflecting the change in the name of the
Trust, the adoption of this Trust Agreement and, with respect to the Common
Securities Certificates, that the holder of the Common Securities is the
Depositor pursuant to the transfer by the Initial Depositor of the Common
Securities to the Depositor. The Trust Securities Certificates shall be executed
in accordance with this Trust Agreement.

                                      -24-
<PAGE>

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

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

                  SECTION 5.6 Persons Deemed Securityholders.

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

                  SECTION 5.7 Access to List of Securityholders Names and
Addresses.

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

                                      -25-
<PAGE>

the Administrative Trustees accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.

                  SECTION 5.8 Maintenance of Office or Agency.

                  The Administrative Trustees shall maintain an office or
offices or agency or agencies where Preferred Securities Certificates may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Trustees in respect of the Trust Securities Certificates
may be served. The Administrative Trustees initially designate the principal
corporate trust office of the Property Trustee, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration, as the principal Corporate Trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor and to
the Securityholders of any change in the location of the Securities Register or
any such office or agency.

                  SECTION 5.9 Appointment of Paying Agent.

                  The Paying Agent shall make Distributions to Securityholders
from the Payment Account and shall report the amounts of such Distributions to
the Property Trustee and the Administrative Trustees. Any Paying Agent shall
have the revocable power to withdraw funds from the Payment Account for the
purpose of making the Distributions referred to above. The Administrative
Trustees may revoke such power and remove the Paying Agent if such Trustees
determine in their sole discretion that the Paying Agent shall have failed to
perform its obligations under this Trust Agreement in any material respect. The
Paying Agent shall initially be the Property Trustee, and any co-paying agent
chosen by the Property Trustee, and acceptable to the Administrative Trustees
and the Depositor. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days written notice to the Administrative
Trustees, the Property Trustee and the Depositor. In the event that the Property
Trustee shall no longer be the Paying Agent or a successor Paying Agent shall
resign or its authority to act be revoked, the Administrative Trustees shall
appoint a successor that is acceptable to the Property Trustee and the Depositor
to act as Paying Agent (which shall be a bank or trust company). The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent Such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.1, 8.3 and 8.6 herein shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other Paying Agent appointed
hereunder. Any reference in this Trust Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

                                      -26-
<PAGE>

                  SECTION 5.10 Ownership of Common Securities by Depositor.

                  Upon consummation of the transactions contemplated by the
Asset Purchase Agreement, the Depositor shall acquire and retain beneficial and
record ownership of the Common Securities. To the fullest extent permitted by
law, other than a transfer in connection with a consolidation or merger of the
Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture (it being understood that the
sale (the "Sale") by the Initial Depositor's wholly-owned subsidiaries, EGI and
Ampro, of their properties and assets substantially as an entirety to EGP, as
set forth in the Asset Purchase Agreement, shall be deemed to be a transfer by
the Initial Depositor of its properties and assets substantially as an entirety
for purposes of Section 5.10 of the First Amended Trust Agreement and this Trust
Agreement such that the Initial Depositor may, in connection therewith, transfer
the Common Securities to EGP), any attempted transfer of the Common Securities
shall be void. The Administrative Trustees shall cause each Common Securities
Certificate issued to the Depositor to contain a legend stating "THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH SECTION 5.10 OF THE
TRUST AGREEMENT."

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

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

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

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

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

                                      -27-
<PAGE>

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

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

                  SECTION 5.12 Notices to Clearing Agency.

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

                  SECTION 5.13 Definitive Preferred Securities Certificates.

                  If (a) the Clearing Agency notifies the Depositor that it is
no longer willing or able to continue as depositary for the Preferred Securities
Certificates and no successor Clearing Agency shall have been appointed, or if
at any time the Clearing Agency ceases to be a clearing agency registered under
the Exchange Act, at a time when the Clearing Agency is required to be so
registered to act as such depositary, and no successor depositary shall have
been appointed, or (b) the Depositor, in its sole discretion, determines that
such Preferred Securities Certificates shall be so exchangeable, or (c) after
there shall have occurred and be continuing a Debenture Event of Default, Owners
of Book Entry Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount advise the
Property Trustee in writing that the continuation of a book-entry system trough
the Clearing Agency is no longer in the best interest of the Owners of Preferred
Securities Certificates, then, in each case, the Property Trustee shall notify
the Clearing Agency and the Clearing Agency shall notify all Owners of Preferred
Securities Certificates and the other Trustees of the occurrence of any such
event that Definitive Preferred Securities Certificates will be distributed to
such Owners in exchange for their beneficial interests in such Preferred
Securities Certificate or Certificates. Upon surrender to the Property Trustee
of the typewritten Preferred Securities Certificate or Certificates representing
the Book-Entry Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Clearing Agency and deliver the same to
or upon the order of the Clearing

                                      -28-
<PAGE>

Agency or an authorized representative thereof. Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Preferred Securities Certificates,
the Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Securityholders. The Definitive Preferred Securities
Certificates shall be engraved and executed in accordance with the applicable
rules of the American Stock Exchange or such other national exchange or
over-the-counter market on which the Preferred Securities are then listed for
trading. Thereafter, payments of Distributions (including Additional Amounts, if
applicable) in respect of the Definitive Preferred Securities Certificates shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register, provided that payments will be
made by wire transfer if requested by a holder of at least $1,000,000 aggregate
Liquidation Amount of the Preferred Securities.

                  SECTION 5.14 Rights of Securityholders.

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

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

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

                                      -29-
<PAGE>

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

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

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

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

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

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

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

                                      -30-
<PAGE>

the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 5.14(b).

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

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

                  SECTION 6.1 Limitations on Voting Rights.

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

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

                                      -31-
<PAGE>

shall not cause the Trust to fail to be classified as a grantor trust for United
States federal income tax purposes.

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

                  SECTION 6.2 Notice of Meetings.

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

                  SECTION 6.3 Meetings of Preferred Securityholders.

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

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

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

                                      -32-
<PAGE>

                  SECTION 6.4 Voting Rights.

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

                  SECTION 6.5 Proxies, etc.

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

                  SECTION 6.6 Securityholder Action by Written Consent.

                  Any action which may be taken by Securityholders at a meeting
may be taken without a meeting if Securityholders holding a majority of all
Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.

                  SECTION 6.7 Record Date for Voting and Other Purposes.

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

                  SECTION 6.8 Acts of Securityholders.

                  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by Securityholders or Owners may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Securityholders or Owners in person or by an agent

                                      -33-
<PAGE>

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

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

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

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

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

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

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

                                      -34-
<PAGE>

                  SECTION 6.9 Inspection of Records.

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

                                  ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

                  SECTION 7.1 Representations and Warranties of the Bank.

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

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

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

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

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

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

                                      -35-
<PAGE>

banking, trust or general powers of the Bank, as the case may be, under the laws
of the United States or the State of Delaware;

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

                  SECTION 7.2 Representations and Warranties of Depositor.

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

                  (a)      the Trust Securities Certificates to be issued at the
Closing Date on behalf of the Trust have been duly authorized and will have
been, duly and validly executed, issued and delivered by the Trustees pursuant
to the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement and the Securityholders will be, as of each such date, entitled
to the benefits of this Trust Agreement; and

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

                                  ARTICLE VIII

                                  THE TRUSTEES

                  SECTION 8.1 Certain Duties and Responsibilities

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

                                      -36-
<PAGE>

Securityholders, such Trustee shall not be liable to the Trust or to any
Securityholder for such Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Trustees otherwise existing at law or
in equity, are agreed by the Depositor and the Securityholders to replace such
other duties and liabilities of the Trustees as permitted by Section 3806(c) of
the Delaware Statutory Trust Act.

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

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

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

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

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

                           (iv)     the Property Trustee shall not be liable for
                  any interest on any money received by it except as it may
                  otherwise agree with the Depositor; and money held by the
                  Property Trustee need not be segregated from other funds held

                                      -37-
<PAGE>

                  by it except in relation to the Payment Account maintained by
                  the Property Trustee pursuant to Section 3.1 and" except to
                  the extent otherwise required by law; and

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

                  SECTION 8.2 Certain Notices.

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

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

                  SECTION 8.3 Certain: Rights of Property Trustee.

                  Subject to the provisions of Section 8.1:

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

                  (b)      if (i) in performing its duties under this Trust
Agreement the Property Trustee is required to decide between alternative courses
of action or (ii) in construing any of the provisions of this Trust Agreement
the Property Trustee finds the .same ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the Preferred Securityholders are entitled to vote under the
terms of this Trust Agreement, the Property Trustee shall deliver a notice to
the Depositor requesting written instructions of the Depositor as to the course
of action to be taken and the Property Trustee shall take such action, or
refrain from taking such action, as the Property Trustee shall be instructed in
writing to take,

                                      -38-
<PAGE>

or to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within ten
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

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

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

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

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

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

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

                                      -39-
<PAGE>

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

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

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

                  SECTION 8.4 Not Responsible for Recitals or Issuance of
Securities.

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

                  SECTION 8.5 May Hold Securities.

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

                  SECTION 8.6 Compensation; Indemnity; Fees.

                  The Depositor agrees:

                  (a)      to pay to the Trustees from time to time reasonable
compensation for all services rendered by them hereunder (which compensation
shall not be limited by any provision

                                      -40-
<PAGE>

of law in regard to the compensation of a trustee of an express trust to the
extent such provisions may be varied by contract) as specified in a separate
agreement between any of the Trustees and the Depositor;

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

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

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

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

                  The Depositor and any Trustee may (subject to Section 8.8)
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders of Trust Securities shall have no
rights by virtue of this Trust Agreement in and to such independent ventures or
the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. Neither the Depositor, nor any Trustee, shall be obligated to
present any particular investment or other opportunity to the Trust even if such
opportunity is of a character that, if presented to the Trust, could be taken by
the Trust, and the Depositor or any Trustee shall have the right to take for its
own account (individually or as a partner or fiduciary) or to recommend to
others any such particular investment or other opportunity. Any Trustee may
engage or be interested in any financial or other transaction with the Depositor
or any Affiliate of the Depositor, or may act as depository for, trustee or
agent for, or act on any committee or body of holders of, securities or other
obligations of the Depositor or its Affiliates.

                                      -41-
<PAGE>

                  SECTION 8.7 Corporate Property Trustee Required; Eligibility
of Trustees.

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

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

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

                  SECTION 8.8 Conflicting Interests.

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

                  SECTION 8.9 Co-Trustees and Separate Trustee.

                  Unless an Event of Default shall have occurred and be
continuing, at any time or times, for the purpose of meeting the legal
requirements of the Trust Indenture Act or of any jurisdiction in which any part
of the Trust Property may at the time be located, the Depositor and the
Administrative Trustees, by agreed action of the majority of such Trustees,
shall have power to appoint, and upon the written request of the Administrative
Trustees, the Depositor shall for such purpose join with the Administrative
Trustees in the execution, delivery, and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to the extent required by law to
act as separate trustee of any such property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed

                                      -42-
<PAGE>

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
terns, namely:

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

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

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

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

                                      -43-
<PAGE>

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

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

                  SECTION 8.10 Resignation and Removal; Appointment of
Successor.

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

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

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

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

                                      -44-
<PAGE>

Administrative Trustees and such successor Administrative Trustee or Trustees
shall comply with the applicable requirements of Section 8.11. If no successor
Relevant Trustee shall have been so appointed by the Common Securityholder or
the Preferred Securityholders, as the case may be, and accepted appointment in
the manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

                  The Depositor shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.9. Each notice shall
include the name of the successor Relevant Trustee and the address of its
Corporate Trust Office if it is the Property Trustee.

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

                  SECTION 8.11 Acceptance of Appointment by Successor.

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

                  Upon request of any such successor Relevant Trustee, the Trust
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the preceding paragraph.

                                      -45-
<PAGE>

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

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

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

                  SECTION 8.13 Preferential Collection of Claims Against
Depositor or Trust.

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

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

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

                  Nothing herein contained shall be deemed to authorize the
Property Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization,

                                      -46-
<PAGE>

arrangement adjustment or compensation affecting the Trust Securities or the
rights of any Holder thereof or to authorize the Property Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                  SECTION 8.14 Reports by Property Trustee.

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

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

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

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

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

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

                  SECTION 8.15 Reports to the Property Trustee.

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

                                      -47-
<PAGE>

                  SECTION 8.16 Evidence of Compliance with Conditions Precedent.

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

                  SECTION 8.17 Number of Trustees.

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

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

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

                  SECTION 8.18 Delegation of Power.

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

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

                                      -48-
<PAGE>

                  SECTION 8.19 Voting.

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

                                   ARTICLE IX

                       DISSOLUTION, LIQUIDATION AND MERGER

                  SECTION 9.1 Dissolution Upon Expiration Date.

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

                  SECTION 9.2 Early Dissolution.

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

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

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

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

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

                  SECTION 9.3 Dissolution.

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

                                      -49-
<PAGE>

up and liquidation of the Trust, an Administrative Trustee shall file a
certificate of cancellation with the Secretary of State of the State of Delaware
terminating the Trust.

                  SECTION 9.4 Liquidation.

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

                           (i)      state the liquidation date;

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

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

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

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

                                      -50-
<PAGE>

surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to holders of Debentures represented by such
certificates) and (v) all rights of Securityholders holding Trust Securities
will cease, except the right of such Securityholders to receive a Like Amount of
Debentures upon surrender of Trust Securities Certificates.

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

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

                  The Trust may not merge with or into, consolidate, amalgamate,
or be replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5 or Section 9.4. At the request of the Depositor, with the
consent of the Administrative Trustees and without the consent of the Holders of
the Preferred Securities, the Property Trustee or the Delaware Trustee, the
Trust may merge with or into, consolidate, amalgamate, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to a trust organized as such under the laws of any State; provided, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Preferred Securities or (b) substitutes for the
Preferred Securities other securities having substantially the same terms as the
Preferred Securities (the "Successor Securities") so long as the Successor
Securities rank the same as the Preferred Securities rank in priority with
respect to distributions and payments upon liquidation, redemption and
otherwise, (ii) the Depositor expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of the Debentures, (iii) the Successor Securities are listed or traded,
or any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the Preferred
Securities are then listed or traded, if any, (iv) such merger, consolidation,

                                      -51-
<PAGE>

amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, (vi) such successor entity has a purpose substantially identical to
that of the Trust, (vii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel to the effect that (a) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of the Preferred
Securities (including, any Successor Securities) in any material respect, and
(b) following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Trust nor such successor entity will be required
to register as an investment company under the 1940 Act and (viii) the Depositor
owns all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of holders of 100% in Liquidation Amount of
the Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be classified as other than a grantor trust for
United States federal income tax purposes.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

                  SECTION 10.1 Limitation of Rights of Securityholders.

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

                  SECTION 10.2 Amendment.

                  (a)      This Trust Agreement may be amended from time to time
by the Property Trustee, the Administrative Trustees and the Depositor, without
the consent of any Securityholders, (i) to cure any ambiguity, correct or
supplement any provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect to matters or
questions arising under this Trust Agreement, which shall not be inconsistent
with the other provisions of this Trust Agreement, or (ii) to modify, eliminate
or add to any provisions of

                                      -52-
<PAGE>

this Trust Agreement to such extent as shall be necessary to ensure that the
Trust will be classified for United States federal income tax purposes as a
grantor trust at all times that any Trust Securities are outstanding or to
ensure that the Trust will not be required to register as an investment company
under the 1940 Act; provided however, that in the case of clause (i), such
action shall not adversely affect in any material respect the interests of any
Securityholder, and any such amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

                  (b)      Except as provided in Section 10.2(c) hereof, any
provision of this Trust Agreement may be amended by the Administrative Trustees
and the Property Trustee with (i) the consent of Securityholders representing
not less than a majority (based upon Liquidation Amounts) of the Trust
Securities then Outstanding and (ii) receipt by the Trustees of an Opinion of
Counsel to the effect that such amendment or the exercise of any power granted
to the Trustees in accordance with such amendment will not affect the Trust's
status as a grantor trust for United States federal income tax purposes or the
Trust's exemption from registration as an investment company under the 1940 Act.

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

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

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

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

                  (g)      Neither the Property Trustee nor the Delaware Trustee
shall be required to enter into any amendment to this Trust Agreement which
affects its own rights, duties or immunities under this Trust Agreement. The
Property Trustee shall be entitled to receive an

                                      -53-
<PAGE>

Opinion of Counsel and an Officers Certificate stating that any amendment to
this Trust Agreement is in compliance with this Trust Agreement.

                  SECTION 10.3 Counterparts.

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

                  SECTION 10.4 Separability.

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

                  SECTION 10.5 Governing Law.

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

                  SECTION 10.6 Payments Due on Non Business Day.

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

                  SECTION 10.7 Successors.

                  This Trust Agreement shall be binding upon and shall inure to
the benefit of any successor to the Depositor, the Trust or the Relevant
Trustee, including any successor by operation of law. Except in connection with
a consolidation, merger or sale involving the Depositor (including without
limitation the Sale (as defined in Section 5.10 above)) that is permitted under
Article Eight of the Indenture, and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

                  SECTION 10.8 Headings.

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

                                      -54-
<PAGE>

                  SECTION 10.9 Reports, Notices and Demands.

                  Any report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Easy Gardener
Products, Ltd., 3022 Franklin Avenue, Waco, Texas 76702-1025, Attention: Richard
Grandy, Manager. Such notice, demand or other communication to or upon a
Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

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

                  SECTION 10.10 Agreement Not to Petition.

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

                                      -55-
<PAGE>

                  SECTION 10.11 Trust Indenture Act; Conflict with Trust
Indenture Act

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

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

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

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

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

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

                                      -56-
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have executed this Trust
Agreement this 29th day of October, 2003.

EASY GARDENER PRODUCTS, LTD.

By: EG PRODUCT MANAGEMENT, L.L.C.,
    General Partner

By: /S/ Richard M. Grandy
   ----------------------
   Name:  Richard M. Grandy
   Title:  Manager/Organizer

ADMINISTRATIVE TRUSTEES:

/S/ Richard M. Grandy
---------------------
Richard Grandy, not in his individual
capacity but solely as an Administrative
Trustee of the Trust

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

/S/ Sheila B. Jones
-------------------
Sheila Jones, not in her individual
capacity, but solely as an Administrative
Trustee of the Trust

                                      -57-
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have executed this Trust
Agreement this 29th day of October, 2003.

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

By: /S/ K. Long
   ------------

                                      -58-
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have executed this Trust
Agreement this 29th day of October, 2003.

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

By: /S/ K. Long
   ------------

<PAGE>

CONSENTED AND AGREED TO BY:

INITIAL DEPOSITOR:

U.S. HOME & GARDEN INC.

By: /S/ Robert Kassel
   ------------------
    Name:  Robert Kassel
    Title: President and CEO