EXHIBIT 4.18










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

                                     FORM OF

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                           SNH CAPITAL TRUST HOLDINGS

                                   as Sponsor,

               [................................................]
                              as Property Trustee,

                                       and

                        THE REGULAR TRUSTEES NAMED HEREIN

                                   Relating to

                             SNH CAPITAL TRUST [...]

                      Dated as of [................., ....]

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



<PAGE>



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

Trust Indenture                                                     Trust
  Act Section                                                  Agreement Section

ss.310(a)(1).............................................................8.7
      (a)(2).............................................................8.7
      (a)(3)..................................................Not Applicable
      (a)(4).............................................................2.7
      (a)(5).............................................................8.7
      (b)................................................................8.8
      (c).....................................................Not Applicable
ss.311(a)...............................................................8.12
      (b)...............................................................8.12
      (c).....................................................Not Applicable
ss.312...................................................................5.7
ss.313(a)...............................................................8.13
      (b).....................................................Not Applicable
      (c)...............................................................8.13
      (d)...............................................................8.13
ss.314(a)...............................................................8.14
      (b).....................................................Not Applicable
      (c)...............................................................8.15
      (d).....................................................Not Applicable
      (e)..........................................................1.1, 8.15
ss.315(a)...........................................................8.1, 8.3
      (b)................................................................8.2
      (c)................................................................8.1
      (d)...........................................................8.1, 8.3
      (e).....................................................Not Applicable
ss.316(a)...........................................................6.1, 8.2
      (b)................................................................6.8
      (c)................................................................6.7
ss.317(a)...........................................................2.7, 8.1
      (b)................................................................5.9
ss.318(a)..............................................................10.10

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

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


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<TABLE>
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                                                  Table of Contents


                                                                                                              Page

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

ARTICLE 2 ESTABLISHMENT OF THE TRUST.............................................................................10
         SECTION 2.1 Name........................................................................................10
         SECTION 2.2 Principal Place of Business; Registered Agent...............................................10
         SECTION 2.3 Organizational Expenses.....................................................................10
         SECTION 2.4 Issuance of the Preferred Securities........................................................10
         SECTION 2.5 Subscription and Purchase of Debt Securities; Issuance of the Common Securities.............10
         SECTION 2.6 Declaration of Trust........................................................................11
         SECTION 2.7 Authorization to Enter into Certain Transactions............................................11
         SECTION 2.8 Assets of Trust. ...........................................................................15
         SECTION 2.9 Title to Trust Property.....................................................................15

ARTICLE 3 PAYMENT ACCOUNT........................................................................................15
         SECTION 3.1 Payment Account.............................................................................15

ARTICLE 4 DISTRIBUTIONS; REDEMPTION; EXCHANGE[; CONVERSION]......................................................15
         SECTION 4.1 Distributions...............................................................................15
         SECTION 4.2 Redemption..................................................................................16
         SECTION 4.3 [Conversion/Reserved].......................................................................19
         SECTION 4.4 Special Event Exchange or Redemption........................................................19
         SECTION 4.5 Subordination of Common Securities..........................................................21
         SECTION 4.6 Payment Procedures..........................................................................21
         SECTION 4.7 Tax Returns and Reports.....................................................................22
         SECTION 4.8 Payment of Taxes, Duties, Etc., of the Trust................................................22
         SECTION 4.9 Payments under Indenture....................................................................22

ARTICLE 5 TRUST SECURITIES CERTIFICATES..........................................................................22
         SECTION 5.1 Initial Ownership...........................................................................22
         SECTION 5.2 The Trust Securities Certificates...........................................................22
         SECTION 5.3 Delivery of Trust Securities Certificates...................................................23
         SECTION 5.4 Registration of Transfer and Exchange of Preferred Securities; Restrictions on Transfer.....23
         SECTION 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..........................24
         SECTION 5.6 Persons Deemed Securityholders..............................................................24
         SECTION 5.7 Access to List of Securityholders' Names and Addresses......................................24
         SECTION 5.8 Maintenance of Office or Agency.............................................................25
         SECTION 5.9 Appointment of Paying Agent.................................................................25
         SECTION 5.10 Ownership of Common Securities by Sponsor..................................................26
         SECTION 5.11 Global Securities; Non-Global Securities; Common Securities Certificate....................26
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                                                  Table of Contents
                                                     (continued)


                                                                                                              Page

<S>     <C>                                                                                                      <C>

         SECTION 5.12 Notices to Clearing Agency.................................................................27
         SECTION 5.13 Definitive Preferred Securities Certificates...............................................27
         SECTION 5.14 Rights of Securityholders..................................................................28

ARTICLE 6 ACT OF SECURITYHOLDERS; MEETINGS; VOTING...............................................................28
         SECTION 6.1 Limitations on Voting Rights................................................................28
         SECTION 6.2 Notice of Meetings..........................................................................30
         SECTION 6.3 Meetings of Preferred Securityholders.......................................................30
         SECTION 6.4 Voting Rights...............................................................................31
         SECTION 6.5 Proxies, Etc................................................................................31
         SECTION 6.6 Securityholder Action by Written Consent....................................................31
         SECTION 6.7 Record Date for Voting and Other Purposes...................................................31
         SECTION 6.8 Acts of Securityholders.....................................................................31
         SECTION 6.9 Inspection of Records.......................................................................33

ARTICLE 7 REPRESENTATIONS AND WARRANTIES.........................................................................33
         SECTION 7.1 Representations and Warranties of the Property Trustee......................................33
         SECTION 7.2 Representations and Warranties of Sponsor...................................................34

ARTICLE 8 THE TRUSTEES...........................................................................................34
         SECTION 8.1 Certain Duties and Responsibilities.........................................................34
         SECTION 8.2 Notice of Defaults..........................................................................36
         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 Property Trustee Required; Eligibility of Trustees..........................................41
         SECTION 8.8 Conflicting Interests.......................................................................41
         SECTION 8.9 Resignation and Removal; Appointment of Successor...........................................41
         SECTION 8.10 Acceptance of Appointment by Successor.....................................................43
         SECTION 8.11 Merger, Conversion, Consolidation or Succession to Business................................43
         SECTION 8.12 Preferential Collection of Claims Against Sponsor or Trust.................................44
         SECTION 8.13 Reports by Property Trustee................................................................44
         SECTION 8.14 Reports to the Property Trustee............................................................44
         SECTION 8.15 Evidence of Compliance with Conditions Precedent...........................................44
         SECTION 8.16 Number of Trustees.........................................................................44
         SECTION 8.17 Delegation of Power........................................................................45

ARTICLE 9 DISSOLUTION, LIQUIDATION AND MERGER....................................................................45
         SECTION 9.1 Dissolution upon Expiration Date............................................................45
         SECTION 9.2 Early Dissolution...........................................................................45
         SECTION 9.3 Dissolution.................................................................................45
         SECTION 9.4 Liquidation.................................................................................46
         SECTION 9.5 Mergers, Consolidations, Amalgamations or Replacements of the Trust. .......................47

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                                      (ii)
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                                                  Table of Contents
                                                     (continued)


                                                                                                              Page

<S>     <C>                                                                                                      <C>

ARTICLE 10 MISCELLANEOUS PROVISIONS..............................................................................48
         SECTION 10.1 Limitation of Rights of Securityholders....................................................48
         SECTION 10.2 Amendment..................................................................................48
         SECTION 10.3 Separability...............................................................................50
         SECTION 10.4 Governing Law..............................................................................50
         SECTION 10.5 Payments Due on Non-Business Day...........................................................50
         SECTION 10.6 Successors.................................................................................50
         SECTION 10.7 Headings...................................................................................50
         SECTION 10.8 Reports, Notices and Demands...............................................................50
         SECTION 10.9 Agreement Not to Petition..................................................................51
         SECTION 10.10 Trust Indenture Act; Conflict with Trust Indenture Act....................................51
         SECTION 10.11 Acceptance of Terms of Trust Agreement, Guarantee and Indenture...........................51
         SECTION 10.12 Counterparts..............................................................................52


EXHIBIT A - Certificate of Trust of SNH Capital Trust [...]

EXHIBIT B - Form of Certificate Depositary Agreement

EXHIBIT C - Form of Common Securities of SNH Capital Trust [...]

EXHIBIT D - Form of Preferred Securities of SNH Capital Trust [...]
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                                     (iii)

<PAGE>


         AMENDED AND RESTATED TRUST AGREEMENT,  dated as of  [.................,
 ....] among (i) SNH CAPITAL TRUST HOLDINGS, a Maryland business trust (including
any      successors      or      assigns,       the       "Sponsor"),       (ii)
[.......................................], a [....................], as property
trustee (in such capacity,  the "Property Trustee" and, in its personal capacity
and  not  in  its   capacity   as   Property   Trustee,   the   "Bank"),   (iii)
[[.......................................],       an       individual,       and
[.......................................], an individual], each of whose address
is c/o Senior Housing Properties Trust, 400 Centre Street, Newton, Massachusetts
02458 (each, an "Regular Trustee" and, collectively, the "Regular Trustees" and,
collectively  with the Property  Trustee,  the  "Trustees") and (iv) the several
Holders as hereinafter defined.

                              W I T N E S S E T H:

         WHEREAS,  the Sponsor and certain of the Trustees have  heretofore duly
declared and created a business  trust  pursuant to the Maryland  Business Trust
Act by the entering into of that certain  Declaration of Trust,  dated as of May
4, 2001 (the  "Original  Trust  Agreement"),  and by the execution and filing by
certain of the Trustees with the State Department of Assessments and Taxation of
Maryland of the Certificate of Trust, filed on May 4, 2001,  attached as Exhibit
A, for the sole purpose of issuing and selling certain  securities  representing
undivided  beneficial  interests in the assets of the Trust (as defined  herein)
and investing the proceeds  thereof in the Debt Securities (as defined  herein);
and

         WHEREAS,  the parties  hereto  desire to amend and restate the Original
Trust  Agreement in its entirety as set forth herein to provide for, among other
things,  (i) the issuance and sale of the Common  Securities (as defined herein)
by the  Trust to the  Sponsor,  (ii)  the  issuance  and  sale of the  Preferred
Securities  (as  defined  herein)  by the  Trust  pursuant  to the  Underwriting
Agreement (as defined  herein) and (iii) the  acquisition  by the Trust from the
Parent of all of the right, title and interest in the Debt Securities;

         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 Holders of the  Preferred  Securities,  hereby amends
and restates the Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE 1
                                  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;

              (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;
<PAGE>

              (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 the Trust  Securities,  the
amount of Additional Interest (as defined in the Indenture), if any, paid by the
Parent on the Debt Securities.

         "Additional  Sums"  means,  with respect to the Trust  Securities,  the
amount of  Additional  Sums (as defined in the  Indenture),  if any, paid by the
Parent on the Debt Securities.

         "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,  provided,  however that an Affiliate of the
Sponsor or the Parent shall be deemed not to include the Trust. 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.

         "Applicable   Procedures"  means,  with  respect  to  any  transfer  or
transaction  involving a Global Certificate or beneficial interest therein,  the
rules and procedures of the Euroclear  system, of Clearstream  Banking,  societe
anonyme (or its  successor),  and of the Clearing  Agency for such security,  in
each case to the extent  applicable  to such  transaction  and as in effect from
time to time.

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

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

                  (a) such  Person,  pursuant  to or within  the  meaning of any
         Bankruptcy  Law (i)  commences a voluntary  case,  (ii) consents to the
         entry of an order for relief  against  it in an  involuntary  case,  or
         (iii)  consents to the  appointment  of a Custodian of it or for all or
         substantially all of its property, or

                  (b) a court  of  competent  jurisdiction  enters  an  order or
         decree under any  Bankruptcy  Law that:  (i) is for relief against such
         Person in an involuntary case, (ii) appoints a Custodian of such Person
         or for all or  substantially  all of its property,  or (iii) orders the
         liquidation of such Person,  and the order or decree  remains  unstayed
         and in effect for 90 days.

         "Bankruptcy  Laws" means Title 11,  United  States  Bankruptcy  Code of
1978, as amended,  or any similar United States federal or state law relating to
bankruptcy, insolvency,
                                       2
<PAGE>

receivership,  winding-up,  liquidation,  reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

         "Board of  Trustees"  means either the board of trustees of the Sponsor
or any committee of that board duly authorized to act hereunder.

         "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 any day other than a Saturday  or Sunday or a day
on which banking institutions in New York, New York or in Boston,  Massachusetts
are  authorized or required by law or executive  order to remain closed or a day
on which the  Corporate  Trust Office of the Property  Trustee or the  corporate
trust office of the Indenture Trustee, is closed for business.

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

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

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

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

         "Commission" means the Securities and Exchange Commission, as from time
to time  constituted,  created  under the  Securities  Exchange Act of 1934,  as
amended,  or,  if at any  time  after  the  execution  of this  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  Securities   Certificate"   means  a  certificate   evidencing
ownership of Common Securities, substantially in the form attached as Exhibit C.

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

         "Common  Stock" means common  shares of beneficial  interest,  $.01 par
value per share, of the Parent.

                                       3
<PAGE>

         "Corporate Trust Office" means the principal  corporate trust office of
the  Property  Trustee  at which at any  particular  time  its  corporate  trust
business  shall be  administered,  which office at the date hereof is located at
______________________________________________ Attention: _____________________.

         "Debt  Security  Redemption  Date"  means,  with  respect  to any  Debt
Securities to be redeemed  under the  Indenture,  the date fixed for  redemption
thereof under the Indenture.

         "Debt Securities" means all of the Parent's $[.............]  aggregate
principal  amount  [name of series of Debt  Securities]  issued  pursuant to the
Indenture.

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

         "Direct Action" has the meaning specified in Section 6.8.

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

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

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

         "Event  of  Default"  means the  occurrence  of an  Indenture  Event of
Default,  whatever the reason for such Indenture 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.

         "Exchange Agent" means any exchange agent appointed pursuant to Section
4.4(h).

         "Exchange Notice" has the meaning specified in Section 4.4(b).

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

         "Global  Certificate"  means a Preferred Security that is registered in
the Securities Register in the name of a Clearing Agency or a nominee thereof.

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Parent         and         [.......................................],          a
[..........................................],      as     guarantee     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 Person in whose name a Trust  Securities  Certificate
representing  a Trust  Security is  registered,  such Person  being a beneficial
owner within the meaning of the Maryland Business Trust Act.

                                       4
<PAGE>

         "Indenture" means the Indenture, dated as of [................, ......]
between  the  Parent  and  the  Indenture   Trustee,   as  supplemented  by  the
Supplemental  Indenture  No.  [...]  thereto,  dated  as  of  [................,
 .......], as the same may be amended or supplemented from time to time.

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

         "Indenture   Trustee"  means   [.................................],   a
[.............................], as trustee under the Indenture.

         "Investment  Company Event" means the receipt by the Property  Trustee,
on behalf of the Trust, of an Opinion of Counsel,  rendered by a law firm having
a national tax and securities  practice (which Opinion of Counsel shall not have
been  rescinded  by such law  firm),  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 1940 Act Law"), there is more than
an  insubstantial  risk that the Trust is or will be considered  an  "investment
company" that is required to be registered  under the 1940 Act,  which Change in
1940 Act Law becomes  effective on or after the date of original issuance of the
Preferred Securities under this Trust Agreement.

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

         "Liquidation  Amount" means an amount with respect to the assets of the
Trust equal to $[...] per Trust Security.

         "Liquidation Date" means each date on which Debt Securities or cash 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).

         "Maryland  Business Trust Act" means Title 12 of the  Corporations  and
Associations  Article of the  Annotated  Code of Maryland,  as it may be amended
from time to time.

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

         "Officers'  Certificate"  means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the Chief Executive Officer,  the Chief
Operating  Officer,  the  Chief  Financial  Officer,  the  President  or a  Vice
President,  and by the Treasurer,  an Assistant Treasurer,  the Controller,  the
Secretary  or an  Assistant  Secretary,  of the  Sponsor,  and  delivered to the
Property Trustee. 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;  a brief  statement  of the  nature

                                       5
<PAGE>

         and  scope  of the  examination  or  investigation  undertaken  by each
         officer in rendering the Officers' Certificate;

                  (b) a statement that each 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

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

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Trust,  the Property  Trustee or the Sponsor,  and who may be an
employee of any thereof, and who shall be acceptable to the Property Trustee.

         "Optional  Redemption  Price"  means  with  respect  to  the  Preferred
Securities  (except as set forth  below  with  respect  to  redemption  upon the
occurrence of a Tax Event), the following percentages of the Liquidation Amounts
thereof,  plus accumulated and unpaid  Distributions,  if any, to the date fixed
for  redemption  if  redeemed   during  the   twelve-month   period   commencing
[...........] in each of the following years indicated:

     Year       Redemption Price         Year          Redemption Price
     ------------------------------------------------------------------
     [    ]          [    ]%            [    ]            [    ]%
     [    ]          [    ]%            [    ]            [    ]%
     [    ]          [    ]%            [    ]            [    ]%
     [    ]          [    ]%            [    ]       and  [    ]%
                                        thereafter

         In the event of a redemption of Trust Securities upon the occurrence of
a Tax Event,  Trust  Securities  shall be  redeemed at the  redemption  price of
$[...] per Trust Security and all accumulated and unpaid Distributions,  if any,
to the date fixed for redemption.

         "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  cancelled by the Securities
         Registrar or delivered to the Securities  Registrar for cancellation or
         tendered for conversion;

                  (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

                                       6
<PAGE>

         redeemed,  notice of such  redemption  has been duly given  pursuant to
         this Trust Agreement;

                  (c)  Trust  Securities  which  have  been  exchanged  for Debt
         Securities pursuant to Section 4.4; and

                  (d) Trust  Securities  which have been paid or in exchange for
         or in lieu of which  other  Trust  Securities  have been  executed  and
         delivered pursuant to Section 5.5;

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

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

         "Parent" means Senior Housing  Properties Trust, a Maryland real estate
investment trust and its successors and assigns.

         "Paying  Agent"  means any paying agent or  co-paying  agent  appointed
pursuant to Section 5.9.

         "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 Debt Securities will be held and from which the Property  Trustee
shall make payments to the Securityholders in accordance with Section 4.1.

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

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

                                       7
<PAGE>

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

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

         "Redemption  Date"  means,  with  respect to any Trust  Security  to be
redeemed, each Debt Security Redemption Date.

         "Redemption  Price" means, with respect to any Trust Security,  $__ per
Trust  Security,  plus  accumulated  and  unpaid  Distributions  (including  any
Additional Sums) to the date of redemption.

         "Regular  Trustee" means each individual  named as a Regular Trustee in
the  preamble to this Trust  Agreement,  each solely in his  capacity as Regular
Trustee  of the  Trust  and not in his  individual  capacity,  or  such  Regular
Trustee's  successor in interest in such capacity,  or any successor in interest
in such capacity, or any successor Regular Trustee appointed as herein provided.

         "Relevant Trustee" has the meaning specified in Section 8.9.

         "Responsible  Officer" when used with respect to the Property  Trustee,
means the chairman or any vice-chairman of the board of directors,  the chairman
or any vice-chairman of the executive  committee of the board of directors,  the
chairman  of the  trust  committee,  the  president,  any  vice  president,  the
secretary,  any assistant secretary, the treasurer, any assistant treasurer, the
cashier,  any assistant  cashier,  any trust officer or assistant trust officer,
the controller or any assistant  controller or any other officer of the Property
Trustee  customarily  performing  functions similar to those performed by any of
the above  designated  officers  and also means,  with  respect to a  particular
corporate  trust  matter,  any other  officer  to whom such  matter is  referred
because of his knowledge of and familiarity with the particular subject.

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

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

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

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

         "Sponsor Indemnified Person" has the meaning specified in Section 8.6.

                                       8
<PAGE>
         "Successor Property Trustee" has the meaning specified in Section 8.9.

         "Successor Securities" has the meaning specified in Section 9.5.

         "Super Majority" has the meaning specified in Section 8.2.

         "Tax Event" means the receipt by the Property Trustee, on behalf of the
Trust,  of an Opinion of Counsel,  rendered by a law firm having a national  tax
and securities  practice (which Opinion of Counsel shall not have been rescinded
by such law  firm),  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 affecting  taxation,  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
such  pronouncement or decision is announced on or after the date of issuance of
the Preferred  Securities under this Trust Agreement and does not pertain to the
use of the proceeds of the issuance of the Debt  Securities,  there is more than
an insubstantial risk in each case after the date thereof that (i) the Trust is,
or will be  within 90 days  after the date  thereof,  subject  to United  States
federal  income  tax with  respect  to income  received  or  accrued on the Debt
Securities,  (ii) interest  payable by the Parent on the Debt Securities is not,
or will not be, within 90 days after the date thereof,  deductible,  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  thereof,  subject to more than de minimus
amount of other taxes, duties, assessments or other governmental charges.

         "Trust"  means  the  Maryland   business  trust  continued  hereby  and
identified on the cover page of this Trust Agreement.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this 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 Debt Securities, (b) any cash on deposit
in, or owing to, the Payment  Account and (c) all proceeds and rights in respect
of the  foregoing  to be held by the Property  Trustee  pursuant to the terms of
this Trust Agreement for the benefit of the Securityholders.

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

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

                                       9
<PAGE>

         "Trustees"  means,  collectively,  the Property Trustee and the Regular
Trustees.

         "Underwriting Agreement" means the Underwriting Agreement,  dated as of
[...........,....],  [including the Pricing Agreement dated  [...........,....],
among [identify parties].

                                   ARTICLE 2
                           ESTABLISHMENT OF THE TRUST

         SECTION 2.1 Name.  The Trust  continued  hereby  shall be known as "SNH
Capital  Trust  [...],  as such  name may be  modified  from time to time by the
Regular Trustees following written notice to the Holders of Trust Securities and
the other  Trustees,  in which name the Trustees may conduct the business of the
Trust,  make and execute  contracts and other instruments on behalf of the Trust
and sue and be sued.

         SECTION 2.2 Principal Place of Business; Registered Agent.

              (a) The address of the principal office of the Trust is c/o Senior
Housing Properties Trust, 400 Centre Street, Newton, Massachusetts 02458 or such
other  address as the Regular  Trustees may  designate by written  notice to the
Sponsor.  The address of the Maryland  office of the Trust is c/o Ballard  Spahr
Andrews & Ingersoll, LLP, 300 East Lombard Street, Baltimore,  Maryland 21202 or
such other address as the Regular  Trustees may  designate by written  notice to
the Sponsor.

              (b) The name of the  resident  agent of the  Trust in the State of
Maryland is James J. Hanks,  Jr., 300 East Lombard Street,  Baltimore,  Maryland
21202.  The resident agent is a citizen of and resides in the State of Maryland.
At any time, the Regular Trustees may designate by written notice to the Sponsor
another  resident agent who is a citizen of and resides in the State of Maryland
or which is a Maryland corporation.

         SECTION   2.3   Organizational   Expenses.   The   Sponsor   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 Sponsor shall make no claim upon the Trust Property for the payment
of such expenses.

         SECTION 2.4 Issuance of the Preferred Securities.  On [.........,....],
the  Sponsor on behalf of the Trust  executed  and  delivered  the  Underwriting
Agreement.  Contemporaneously  with the  execution  and  delivery  of this Trust
Agreement,  a  Regular  Trustee,  on  behalf  of the  Trust,  shall  execute  in
accordance  with  Section  5.2 and  deliver  to the  Underwriters  named  in the
Underwriting Agreement Preferred Securities Certificates, in an aggregate amount
of [..........]  Preferred Securities having an aggregate  Liquidation Amount of
$[..........], against receipt of the aggregate purchase price of such Preferred
Securities of  $[..........],  which amount the Regular  Trustees shall promptly
deliver, or cause to be delivered, to the Property Trustee.

         SECTION 2.5 Subscription  and Purchase of Debt Securities;  Issuance of
the Common Securities. Contemporaneously with the execution and delivery of this
Trust Agreement,  the Regular Trustees,  on behalf of the Trust, shall subscribe
to and purchase from the Parent Debt  Securities,  registered in the name of the
Property  Trustee (in its  capacity as such) and having an  aggregate  principal
amount equal to  $[..........],  and, in  satisfaction of the purchase price for

                                       10
<PAGE>
such Debt  Securities,  the  Property  Trustee,  on behalf of the  Trust,  shall
deliver to the Parent the sum of $[..........].  Contemporaneously  therewith, a
Regular  Trustee,  on behalf of the  Trust,  shall  execute in  accordance  with
Section 5.2 and deliver to the Sponsor Common Securities Certificates registered
in the name of the  Sponsor,  in an  aggregate  amount  of  [..........]  Common
Securities  having an  aggregate  Liquidation  Amount of  $[..........]  against
receipt by the Property  Trustee of the aggregate  purchase price of such Common
Securities from the Sponsor of the sum of $[..........].

         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 Debt  Securities,  (b) to  distribute  the Trust's
income as provided in this Trust Agreement and (c) to engage in only those other
activities  necessary or incidental  thereto.  The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, mortgage or pledge any
of its assets or otherwise  undertake (or permit to be undertaken)  any activity
that would cause the Trust not to be classified for United States federal income
tax purposes as a grantor  trust.  The Sponsor  hereby  appoints the Trustees as
trustees of the Trust,  to have all the rights,  powers and duties to the extent
set forth herein,  and the Trustees hereby accept such  appointment,  subject to
the terms and conditions  hereof.  The Property  Trustee hereby declares that it
will hold the Trust  Property  in trust upon and subject to the  conditions  set
forth herein for the benefit of the Trust and the  Securityholders.  The Regular
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.

         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 Section 2.6 and paragraph  (b) of this  Section,  and in accordance
with  the  following  provisions  (i) and  (ii),  the  Trustees  shall  have the
exclusive  power,  duty and the  authority  to cause  the Trust to engage in the
following activities:

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

                           (A) to issue and sell the Trust Securities, provided,
                  however,  that the Trust may issue no more than one  series of
                  Preferred  Securities  and no more  than one  series of Common
                  Securities,  and,  provided,  further,  that there shall be no
                  interests  in the Trust other than the Trust  Securities,  and
                  the  issuance  of  Trust   Securities   shall  be  limited  to
                  simultaneous  issuance of both Preferred Securities and Common
                  Securities  on the Closing  Date and any other date  Preferred
                  Securities  and Common  Securities  are sold  pursuant  to the
                  over-allotment option granted to the Underwriters named in the
                  Underwriting  Agreement,  subject  to the  issuance  of  Trust
                  Securities  pursuant to Section 5.5 and  Successor  Securities
                  pursuant to Section 9.5;

                           (B) to cause the Trust to enter into, and to execute,
                  deliver  and perform on behalf of the Trust,  the  Certificate
                  Depository  Agreement  and  such  other

                                       11
<PAGE>

                  agreements  as may be necessary or  incidental to the purposes
                  and function of the Trust;

                           (C) to assist 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)  to  assist  in  the  listing  of  the  Preferred
                  Securities upon such securities exchange or exchanges, if any,
                  as shall be determined by the Sponsor and the  registration of
                  the Preferred  Securities under the Securities Exchange Act of
                  1934,  as  amended,  and the  preparation  and  filing  of all
                  periodic and other reports and other documents pursuant to the
                  foregoing   (only  to  the   extent   that  such   listing  or
                  registration is requested by the Sponsor);

                           (E) to appoint a Paying Agent, a Securities Registrar
                  and an  authenticating  agent in  accordance  with this  Trust
                  Agreement;

                           (F) to the extent and in the manner  provided in this
                  Trust  Agreement,  to wind up the affairs of and liquidate the
                  Trust  and to  prepare,  execute  and  file a  certificate  of
                  cancellation  with the State  Department  of  Assessments  and
                  Taxation in  accordance  with the  provisions  of the Maryland
                  Business Trust Act;

                           (G)  unless   otherwise   required  by  the  Maryland
                  Business  Trust Act or the Trust  Indenture Act, to execute on
                  behalf of the Trust (either  acting alone or together with any
                  other  Regular   Trustees)  any  documents  that  the  Regular
                  Trustees  have the power to  execute  pursuant  to this  Trust
                  Agreement;

                           (H) to take any action incidental to the foregoing as
                  the Trustees  may from time to time  determine is necessary or
                  advisable to give effect to the terms of this Trust  Agreement
                  including, but not limited to:

                           (i)      causing  the Trust not to be deemed to be an
                                    Investment Company required to be registered
                                    under the 1940 Act;

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

                           (iii)    cooperating  with the Sponsor to ensure that
                                    the  Debt  Securities  will  be  treated  as
                                    indebtedness of the Parent for United States
                                    federal income tax purposes;

                  provided  that such  action does not  adversely  affect in any
                  material  respect the interests of  Securityholders  except as
                  otherwise provided in Section 10.2(a); and

                           (I) to execute all documents or instruments,  perform
                  all duties and powers,  and do all things for and on behalf of
                  the  Trust  in all  matters  necessary  or  incidental  to the
                  foregoing.

                                       12
<PAGE>

                  (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 establishment of the Payment Account;

                           (B) the  receipt  of and  taking  title  to the  Debt
                  Securities;

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

                           (D) the  distribution  from  the  Trust  Property  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 Debt Securities;

                           (F) the sending of notices of default,  other notices
                  and other  information  regarding the Trust Securities and the
                  Debt Securities 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;

                           (I) after an Event of Default of which a  Responsible
                  Officer of the Property  Trustee has knowledge,  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) subject to this Section 2.7(a)(ii),  the Property
                  Trustee shall have none of the duties, liabilities,  powers or
                  the  authority  of the Regular  Trustees  set forth in Section
                  2.7(a)(i);

                           (K)  to  act  as  Paying  Agent   and/or   Securities
                  Registrar to the extent appointed as such hereunder; and

                           (L)  the  taking  and   holding  of  title  to  Trust
                  Property.

              (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,  notwithstanding  anything  in this Trust
Agreement to the contrary,  the Trust shall not, and the Trustees  shall not and
shall not cause the Trust to

                                       13
<PAGE>

                  (i) invest any proceeds received by the Trust from holding the
         Debt  Securities  (rather,  the  Trustees  shall  distribute  all  such
         proceeds  to the  Securityholders  pursuant  to the terms of this Trust
         Agreement and the Trust Securities),  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)
         make any loans or incur any  indebtedness  for borrowed  money or issue
         any other debt,  (v) take or consent to any action that would result in
         the placement of a Lien on any of the Trust Property,  (vi) possess any
         power or otherwise act in such a way as to vary the Trust assets or the
         terms of the Trust Securities in any way whatsoever except as permitted
         by the terms of this Trust Agreement,  or (vii) issue any securities or
         other evidences of beneficial  ownership of, or beneficial interest in,
         the Trust other than the Trust  Securities.  The Regular Trustees shall
         defend all claims and demands of all Persons at any time  claiming  any
         Lien on any of the Trust Property  adverse to the interest of the Trust
         or the Securityholders in their capacity as Securityholders.

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

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

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

                  (iii) to the extent  necessary,  to prepare  for filing by the
         Trust  with the  Commission  and to  execute  on  behalf of the Trust a
         registration  statement on Form 8-A relating to the registration of the
         Preferred  Securities  under Section  12(b) or 12(g) of the  Securities
         Exchange Act of 1934, as amended,  including any amendments thereto (it
         being understood that neither the Trust, the Sponsor nor the Parent has
         any obligation under the Indenture,  the Underwriting  Agreement or the
         Trust Agreement to register any Trust  Securities  under the Securities
         Exchange Act of 1934,  as amended,  or to list any Trust  Securities on
         any securities exchange);

                  (iv) to  negotiate,  and to execute and deliver,  on behalf of
         the Trust, the Underwriting Agreement; and

                                       14
<PAGE>

                  (v) any other actions necessary or incidental to carry out any
         of the foregoing activities.

                  (vi)  Notwithstanding  anything  herein to the  contrary,  the
         Regular  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 taxed as a  corporation  for United States  federal  income tax
         purposes  and  so  that  the  Debt   Securities   will  be  treated  as
         indebtedness  of the  Parent  for  United  States  federal  income  tax
         purposes. In this connection,  the Sponsor and the Regular Trustees are
         authorized to take any action,  not  inconsistent  with applicable law,
         the  Certificate  of Trust or this  Trust  Agreement,  that each of the
         Sponsor and the Regular  Trustees  determines in their discretion to be
         necessary or desirable for such  purposes,  so long as such action does
         not  adversely  affect in any  material  respect the  interests  of the
         Holders of the  Preferred  Securities  except as otherwise  provided in
         Section 10.2(a).

         SECTION 2.8 Assets of Trust.  The assets of the Trust shall  consist of
only 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.  The
Securityholders  shall  not have  legal  title to any part of the  assets of the
Trust,  but shall have an  undivided  beneficial  interest  in the assets of the
Trust.

                                   ARTICLE 3
                                 PAYMENT ACCOUNT

         SECTION 3.1 Payment Account.

              (a) On or prior to the Closing  Date,  the Property  Trustee shall
establish  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 Debt Securities. Amounts held in
the  Payment  Account  shall not be  invested by the  Property  Trustee  pending
distribution thereof.

                                   ARTICLE 4
                DISTRIBUTIONS; REDEMPTION; EXCHANGE[; CONVERSION]

         SECTION 4.1 Distributions.

                                       15
<PAGE>

              (a) Distributions on the Trust Securities shall be cumulative, and
shall accrue from the date of original issuance, or the most recent Distribution
Date (as defined herein) and, except in the event that the Sponsor exercises its
right to defer the payment of interest  on the Debt  Securities  pursuant to the
Indenture,  shall be payable  quarterly  in arrears  on each  [describe  payment
dates] of each year, commencing on .........,.... (which dates correspond to the
interest  payment dates on the Debt  Securities),  when, as and if available for
payment by the Property  Trustee,  as further described in paragraph (c) of this
Section 4.1. If any date on which  Distributions  are  otherwise  payable on the
Trust  Securities is not a Business Day, then the payment of such  Distributions
shall  be made on the  next  succeeding  day  which  is a  Business  Day (and no
interest  shall  accrue for the  period  from and after such date until the next
succeeding  Business Day) 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").

              (b) The Trust Securities  represent undivided beneficial interests
in the Trust Property,  and the  Distributions  on the Trust Securities shall be
payable  at a rate of [ ]% per  annum of the  Liquidation  Amount  of the  Trust
Securities,  such rate being the rate of interest payable on the Debt Securities
to be held by the Property Trustee. The amount of Distributions  payable for any
period shall be computed on the basis of a 360-day year of twelve 30-day months.
For periods less than a full month, Distributions shall reflect interest on Debt
Securities computed on the basis of the actual number of elapsed days based on a
360-day year. The amount of  Distributions  payable for any period shall include
the Additional Amounts, if any.

              (c)  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.

              (d)  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 the date which is the  fifteenth  day  (whether or not a Business  Day)
next preceding such Distribution Date.

         SECTION 4.2 Redemption.

              (a) Upon an optional redemption (as set forth in the Indenture) of
Debt  Securities,  the proceeds from such redemption  shall be applied to redeem
Trust Securities having an aggregate  Liquidation  Amount equal to the aggregate
principal  amount of the Debt  Securities  so redeemed by the Parent,  including
pursuant to Section 4.4, at the Optional  Redemption Price, and upon a mandatory
redemption (as set forth in the Indenture) of Debt Securities, the proceeds from
such redemption shall be applied to redeem Trust Securities, having an aggregate
Liquidation  Amount  equal  to  the  aggregate  principal  amount  of  the  Debt
Securities so redeemed by the Parent, at the Redemption Price. The Trust may not
redeem fewer than all the Outstanding  Trust  Securities  unless all accrued and
unpaid  Distributions  have been paid on all Trust  Securities for all quarterly
Distribution periods terminating on or prior to the date of redemption.

                                       16
<PAGE>

              (b) Notice of redemption (which notice will be irrevocable)  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 the
Sponsor and each Holder of Trust  Securities  to be redeemed,  at such  Holder's
address as it appears in the  Securities  Register.  All  notices of  redemption
shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price or the Optional Redemption Price, as
         the case may be;

                  (iii)  the  record  date  for  the  determination  of  Holders
         entitled  to  receive  payment  of the  Redemption  Price  or  Optional
         Redemption Price, as the case may be, as provided in Section 4.2(d);

                  (iv) the CUSIP number;

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

                  (vi) [the  Conversion  Price  and that a Holder  of  Preferred
         Securities who desires to convert such Preferred  Securities called for
         redemption must satisfy the  requirements  for conversion  contained in
         Section 4.3 below];

                  (vii) that on the Redemption Date, the Redemption Price or the
         Optional  Redemption  Price,  as the case may be,  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; and
         the place or places where such Trust  Securities  are to be surrendered
         for payment of the Redemption Price or the Optional  Redemption  Price,
         as the case may be.

              (c) The Trust Securities redeemed on each Redemption Date shall be
redeemed at the Redemption Price or the Optional  Redemption  Price, as the case
may  be,  with  the  proceeds  from  the  contemporaneous   redemption  of  Debt
Securities. Redemptions of the Trust Securities shall be made and the Redemption
Price or the Optional  Redemption Price, as the case may be, 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 or
the Optional Redemption Price, as the case may be.

              (d) If the  Property  Trustee  gives a  notice  of  redemption  in
respect of any Preferred Securities, then, by 12:00 noon, New York City time, on
the Redemption  Date,  subject to Section 4.2(c),  the Property Trustee will, so
long as and to the extent the Preferred Securities are in book-entry-only  form,
irrevocably deposit with the Clearing Agency for the Preferred  Securities funds
sufficient to pay the applicable  Redemption Price. If the Preferred  Securities
are no longer in book-entry-only 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 or Optional  Redemption  Price, as the case may
be, on such Preferred  Securities  held in

                                       17
<PAGE>

certificated  form and will give the Paying Agent  irrevocable  instructions and
authority to pay the Redemption Price or the Optional  Redemption  Price, as the
case may be, to the Holders thereof upon surrender of their Preferred Securities
Certificates.  Notwithstanding the foregoing,  Distributions payable on or prior
to the Redemption Date for any Trust  Securities  called for redemption shall be
payable to the Holders of such Trust Securities as they appear on the Securities
Register for the Trust  Securities on the 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 [(i)] the right of such  Securityholders  to receive the Redemption Price
or the Optional Redemption Price, as the case may be, but without interest[, and
(ii) the right to convert  such  Preferred  Securities  into Common Stock in the
manner  provided in Section 4.3 through the close of business on the  Redemption
Date]; and such Trust Securities will cease to be Outstanding. In the event that
any date on which any Redemption Price or the Optional  Redemption Price, as the
case may be, is payable is not a Business  Day,  then payment of the  Redemption
Price or the Optional Redemption Price, as the case may be, payable on such date
will be made on the next succeeding day which is a Business Day (and without any
interest or other  payment in respect of any such delay),  except that,  if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day, in each case, with the same force and
effect as if made on such date.  Payment of the Redemption Price or the Optional
Redemption Price, as the case may be, shall be made to the Holders of such Trust
Securities as they appear on the Securities Register for the Trust Securities on
the relevant  record date,  which shall be the date which is the  fifteenth  day
(whether or not a Business Day) preceding such Redemption Date.

              (e) If less than all the  Outstanding  Trust  Securities are to be
redeemed on a Redemption  Date, then the aggregate  Liquidation  Amount of Trust
Securities  to be  redeemed  shall be  allocated  on a pro rata basis  (based on
Liquidation  Amounts) among the Common  Securities and the Preferred  Securities
that are to be redeemed.  The  particular  Preferred  Securities  to be redeemed
shall be  selected  not more than 60 days  prior to the  Redemption  Date by the
Property Trustee from the Outstanding Preferred Securities not previously called
for  redemption,  by lot or by such other method as the Property  Trustee  shall
deem fair and appropriate and which may provide for the selection for redemption
of portions  (equal to  $[.....]  or an integral  multiple of $[.....] in excess
thereof) of the  Liquidation  Amount of the Preferred  Securities.  The Property
Trustee shall  promptly  notify the  Securities  Registrar  [and the  Conversion
Agent] 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; it being understood that, in the case
of  Preferred  Securities  registered  in the name of and held of  record by the
Clearing  Agency (or any  successor)  or any nominee,  the  distribution  of the
proceeds of such  redemption  will be made in accordance  with the procedures of
the Clearing  Agency or its nominee.  For all purposes of this Trust  Agreement,
unless the context otherwise requires, all provisions relating to the redemption
of Preferred  Securities shall relate,  in the case of any Preferred  Securities
redeemed  or to be  redeemed  only in part,  to the  portion of the  Liquidation
Amount of Preferred Securities which has been or is to be redeemed. In the event
of any  redemption  in part,  the Trust  shall  not be  required  to (i)  issue,
register the transfer of or exchange of any Preferred  Security  during a period
beginning at the opening of business 15 days before any selection for redemption
of Preferred Securities and ending at the close of business on the earliest date
in which the relevant  notice of  redemption is deemed to have been given to all


                                       18
<PAGE>

Holders of Preferred  Securities to be so redeemed or (ii) register the transfer
of or exchange of any Preferred Securities so selected for redemption,  in whole
or in part, except for the unredeemed portion of any Preferred  Securities being
redeemed in part.

              (f) In the  event  of  any  redemption,  the  Trust  shall  not be
required to issue,  register  the  transfer of or register  the  exchange of any
Preferred  Security during a period beginning at the opening of business 15 days
before  any  Redemption  Date  and  ending  at the  close  of  business  on such
Redemption Date.

         SECTION 4.3  [Conversion/Reserved].  [If applicable,  this section will
specify the rights of Holders of Trust  Securities  to cause a conversion  agent
(the  "Conversion  Agent")  to  convert  Trust  Securities,  on  behalf  of  the
converting Holders.]

         SECTION 4.4 Special Event Exchange or Redemption.

              (a) If a Special Event shall occur and be continuing, the Property
Trustee  shall  direct the  Exchange  Agent to exchange  all  Outstanding  Trust
Securities for Debt Securities  having a principal amount equal to the aggregate
Liquidation  Amount of the Trust  Securities  to be  exchanged  and with accrued
interest in an amount equal to any unpaid Distribution (including any Additional
Amounts) on the Trust Securities;  provided, however, that, in the case of a Tax
Event,  the  Sponsor  shall have the right to (i) direct  that less than all, or
none, as appropriate, of the Trust Securities be so exchanged if and for so long
as the Parent shall have elected to pay any Additional Sums such that the amount
received  by  Holders  of  Trust  Securities  not so  exchanged  in  respect  of
Distributions  and other  distributions  are not reduced as a result of such Tax
Event,  and  shall not have  revoked  any such  election  or failed to make such
payments  or (ii) cause the Trust  Securities  to be  redeemed in the manner set
forth below. If a Tax Event shall occur and be continuing, the Parent shall have
the right,  upon not less than 30 nor more than 60 days'  notice,  to redeem the
Debt  Securities,  in whole or in part,  for cash  upon the later of (i) 90 days
following  the  occurrence  of such Tax Event or (ii)  [......................].
Promptly   following  such  redemption,   Trust  Securities  with  an  aggregate
Liquidation  Amount  equal  to  the  aggregate  principal  amount  of  the  Debt
Securities so redeemed will be redeemed by the Trust at the Optional  Redemption
Price applicable in the event of a redemption upon the occurrence of a Tax Event
on a pro rata basis.

              (b)  Notice  of any  exchange  pursuant  to this  Section  4.4 (an
"Exchange  Notice") of the Trust  Securities,  which  Exchange  Notice  shall be
irrevocable,  will be given by the Property  Trustee by first-class  mail to the
Sponsor and to each record Holder of Trust  Securities to be exchanged not fewer
than 30 nor more than 60 days prior to the date fixed for exchange thereof.  For
purposes  of the  calculation  of the date of  exchange  and the  dates on which
notices are given pursuant to this  paragraph  (b), an Exchange  Notice shall be
deemed to be given on the day such notice is first mailed by  first-class  mail,
postage prepaid, to each Holder. Each Exchange Notice shall be addressed to each
Holder of Trust  Securities  at the  address  of such  Holder  appearing  in the
Securities  Register.  Each Exchange Notice shall state:  (A) the exchange date;
(B) the aggregate Liquidation Amount and any unpaid Distributions (including any
Additional  Amounts) on the Trust  Securities  to be exchanged and the aggregate
principal amount and any accrued interest on the Debt Securities to be exchanged
therefor;  (C) that on the exchange date the Trust Securities to be so exchanged
shall be  exchanged  for Debt  Securities  and

                                       19
<PAGE>

that Distributions on the Trust Securities so exchanged will cease to accumulate
on and after said date; (D) the record date for the  determination of Holders of
Trust  Securities  to be  exchanged as provided in Section  4.4(g);  and (E) the
identity of the Exchange Agent, if any, and the place or places where each Trust
Certificate  to  be  exchanged  is  to  be  surrendered  in  exchange  for  Debt
Securities.  No defect in the  Exchange  Notice or in the mailing  thereof  with
respect  to any  Trust  Security  shall  affect  the  validity  of the  exchange
proceedings for any other Trust Security.

              (c) In the event  that fewer  than all the  Outstanding  Preferred
Securities  are to be exchanged,  then, on the exchange  date, (i) if all of the
Outstanding   Preferred  Securities  are  represented  by  Definitive  Preferred
Securities  Certificates,  the particular  Preferred  Securities to be exchanged
will  be  selected  by the  Property  Trustee  from  the  Outstanding  Preferred
Securities not previously called for redemption or exchange on a pro rata basis,
and (ii) if all of the Outstanding Preferred Securities are represented by Book-
Entry Preferred Securities Certificates,  the Property Trustee shall provide for
the selection for exchange of a portion of the Global  Certificate  representing
the Book-Entry  Preferred  Securities  Certificates  on a pro rata basis. In the
case of clause  (ii)  above,  the  particular  Book-Entry  Preferred  Securities
Certificates to be exchanged shall be selected in accordance with the applicable
rules and procedures for the Clearing  Agency in whose name, or whose  nominee's
name, such Global Certificate is then held. Any Preferred Securities Certificate
that is to be exchanged only in part shall be surrendered  with due  endorsement
or by a written  instrument of transfer fully executed by the Holder thereof (or
its attorney duly authorized in writing) and the Trust shall prepare and deliver
to such Holder,  without service charge, a new Preferred Securities  Certificate
or Certificates in aggregate stated Liquidation Amount equal to, and in exchange
for,  the  unredeemed  portion  of  the  Preferred  Securities   Certificate  so
surrendered. The Common Securities shall be exchanged in a similar manner.

              (d) In the event of an exchange  pursuant to this  Section 4.4, on
the date  fixed  for any such  exchange,  (i) if the  Preferred  Securities  are
represented by Book-Entry Preferred Securities Certificates, the Clearing Agency
or its nominee, as the record Holder of the Preferred Securities,  will exchange
through the Exchange  Agent the Global  Certificate  representing  the Preferred
Securities to be exchanged for a registered  Global  Certificate or certificates
representing the Debt Securities to be delivered upon such exchange, (ii) if the
Preferred   Securities  are  represented  by  Definitive   Preferred  Securities
Certificates,  the certificates  representing the Preferred  Securities to be so
exchanged will be deemed to represent Debt Securities  having a principal amount
equal to the aggregate stated  Liquidation  Amount of such Preferred  Securities
until such  certificates  are  presented to the Exchange  Agent for exchange for
definitive certificates representing Debt Securities and (iii) all rights of the
Holders of the  Preferred  Securities  so exchanged  will cease,  except for the
right of such Holders to receive Debt Securities. The Common Securities shall be
exchanged in a similar manner.

              (e) Each  Holder,  by  becoming  a party to this  Trust  Agreement
pursuant to Section 10.11 of this Trust Agreement, will be deemed to have agreed
to be bound by these  exchange  provisions  in regard to the  exchange  of Trust
Securities for Debt Securities pursuant to the terms described above.

              (f) Nothing in this Section 4.4 shall limit the requirement of the
Trust to withhold taxes pursuant to the terms of the Trust  Securities or as set
forth in this Trust

                                       20
<PAGE>

Agreement  or  otherwise  require the  Property  Trustee or the Trust to pay any
amounts on account of such withholdings.

              (g) An exchange of Trust  Securities for Debt Securities  pursuant
to this Section 4.4 shall be made to Holders of Trust  Securities as they appear
on the  Securities  Register for Trust  Securities on the relevant  record date,
which shall be the date which is the  fifteenth  day  (whether or not a Business
Day) preceding the exchange date.

              (h) If a Special  Event shall occur and be  continuing,  the Trust
shall  maintain an office or agency  (the  "Exchange  Agent")  for the  purposes
specified  in this  Section  4.4.  The Regular  Trustees may remove any Exchange
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 Exchange Agent shall initially be the Property  Trustee.
Any Person  acting as Exchange  Agent shall be  permitted  to resign as Exchange
Agent upon 30 days'  written  notice to the  Property  Trustee and the  Sponsor;
provided,  however,  that no such  resignation  of the  Exchange  Agent shall be
effective  until a successor  Exchange Agent has been appointed and has accepted
such  appointment by instrument  executed by such  successor  Exchange Agent and
delivered to the Trust,  the Sponsor and the resigning  Exchange  Agent.  In the
event  that the  Property  Trustee  shall no longer be the  Exchange  Agent or a
successor  Exchange  Agent shall resign or its authority to act be revoked,  the
Regular  Trustees  shall appoint a successor  that is acceptable to the Property
Trustee and the Sponsor to act as Exchange  Agent.  The  provisions  of Sections
8.1,  8.3 and 8.6  shall  apply  to the  Property  Trustee  also in its  role as
Exchange Agent,  for so long as the Property Trustee shall act as Exchange Agent
and, to the extent applicable, to any other exchange agent appointed hereunder.

         SECTION   4.5   Subordination   of  Common   Securities.   Payment   of
Distributions   (including  Additional  Amounts,  if  applicable)  on,  and  the
Redemption Price of, the Trust Securities, as applicable, shall be made pro rata
based on the Liquidation Amount of the Trust Securities; provided, however, that
if on any  Distribution  Date or Redemption  Date an Event of Default shall have
occurred and be continuing, no payment of any Distribution (including Additional
Amounts, if applicable) on, or the 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  to be redeemed,  shall have been made or provided for, and all funds
immediately  available  to the  Property  Trustee  shall first be applied to the
payment in full in cash of all Distributions  (including  Additional Amounts, if
applicable) on, or the Redemption  Price of,  Preferred  Securities then due and
payable.

         SECTION 4.6 Payment  Procedures.  Payments 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  or, if the
Preferred  Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency in immediately  available  funds, in accordance with
the  Certificate  Depositary  Agreement on the  applicable  Distribution  Dates.

                                       21
<PAGE>


Payments  in respect of the Common  Securities  shall be made in such  manner as
shall be  mutually  agreed  between the  Property  Trustee and the Holder of the
Common Securities.

         SECTION 4.7 Tax Returns and Reports. The Regular Trustees shall prepare
(or cause to be prepared),  at the Sponsor'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 Regular Trustees shall
(a)  prepare  and file (or  cause to be  prepared  or  filed)  Form  1041 or 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 a Form 1099 or the appropriate
Internal Revenue Service form required to be furnished to such Securityholder or
the information required to be provided on such form. The Regular Trustees shall
provide  the Sponsor  with a copy of all such  returns,  reports  and  schedules
promptly after such filing or furnishing.  The Trustees shall comply with United
States  federal  withholding  and backup  withholding  tax laws and  information
reporting requirements with respect to any payments to Securityholders under the
Trust Securities.

         SECTION 4.8 Payment of Taxes,  Duties, Etc., of the Trust. Upon receipt
under the Debt Securities of Additional Sums, the Property Trustee, upon receipt
of written notice from the Sponsor or the Regular  Trustees,  shall promptly pay
from  such  Additional  Sums  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 4.9 Payments under Indenture.  Any amount payable  hereunder to
any  Holder  of  Preferred  Securities  shall be  reduced  by the  amount of any
corresponding  payment  such  Holder (or any Owner  with  respect  thereto)  has
directly received pursuant to Section [....] of the Indenture in accordance with
the terms of Section 6.8 hereof.

                                   ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

         SECTION 5.1 Initial Ownership. Upon the creation of the Trust and until
the  issuance of the Trust  Securities,  and at any time  during  which no Trust
Securities are  Outstanding,  the Sponsor 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 $[.....]  Liquidation
Amount and  integral  multiples of  $[.....]in  excess  thereof,  and the Common
Securities  Certificates shall be issued in denominations of $[.....]Liquidation
Amount and integral multiples thereof.  The consideration  received by the Trust
for the issuance of the Trust  Securities shall constitute a contribution to the
capital of the Trust and shall not  constitute  a loan to the  Trust.  The Trust
Securities  Certificates  shall be  executed on behalf of the Trust by manual or
facsimile  signature of at least one Regular  Trustee and  authenticated  by the
Property Trustee.  Preferred  Securities initially will be represented by one or
more certificates in registered global form (the "Global  Certificates").  Trust
Securities   Certificates   bearing  the  manual  or  facsimile   signatures  of
individuals who were, at the time when such signatures  shall have been affixed,
authorized to sign on behalf of the Trust,  shall be validly issued and entitled
to the benefit of this Trust Agreement, notwithstanding that such individuals or
any of them shall have ceased to be so authorized  prior to the delivery of

                                       22
<PAGE>

such Trust  Securities  Certificates or did not hold such offices at the date of
delivery  of  such  Trust  Securities  Certificates.  A  transferee  of a  Trust
Securities  Certificate shall become a Securityholder,  and shall be entitled to
the rights and subject to the obligations of a  Securityholder  hereunder,  upon
due registration of such Trust Securities  Certificate in such transferee's name
pursuant to Section 5.4.

         SECTION 5.3 Delivery of Trust Securities  Certificates.  On the Closing
Date, the Regular  Trustees  shall cause Trust  Securities  Certificates,  in an
aggregate Liquidation Amount as provided in Sections 2.4 and 2.5, to be executed
on  behalf  of the  Trust  and  delivered  to or upon the  written  order of the
Sponsor,  signed by its Chairman of the Board, any Vice Chairman, its President,
any  Senior  Vice  President  or any  Vice  President,  Treasurer  or  Assistant
Treasurer or Controller  without  further  corporate  action by the Sponsor,  in
authorized denominations.

         A Trust Security  Certificate shall not be valid until authenticated by
the manual  signature of an authorized  signatory of the Property  Trustee.  The
signature shall be conclusive  evidence that the Trust Security  Certificate has
been authenticated under this Trust Agreement. Upon a written order of the Trust
signed by one Regular Trustee, the Property Trustee shall authenticate the Trust
Security Certificates for original issue.

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

         SECTION  5.4   Registration  of  Transfer  and  Exchange  of  Preferred
Securities;  Restrictions  on Transfer.  The Securities  Registrar shall keep or
cause to be kept, at the office or agency maintained  pursuant to Section 5.8, a
Securities Register in which,  subject to such reasonable  regulations as it may
prescribe,  the  Securities  Registrar  shall  provide for the  registration  of
Preferred Securities Certificates and Common Securities Certificates (subject to
Section 5.10 in the case of the Common Securities Certificates) and registration
of  transfers  and  exchanges  of Preferred  Securities  Certificates  as herein
provided. The Property Trustee shall be the initial Securities Registrar.

         Upon surrender for  registration of transfer of any Preferred  Security
at an office  or  agency of the  Securities  Registrar  designated  pursuant  to
Section 5.8 for such purpose,  a Regular  Trustee shall execute on behalf of the
Trust  by  manual  or  facsimile  signature,  and  the  Property  Trustee  shall
authenticate  and  deliver,  in  the  name  of  the  designated   transferee  or
transferees,   one  or  more  new  Preferred   Securities   of  any   authorized
denominations and of a like aggregate Liquidation Amount.

         At the option of the  Holder,  and subject to the other  provisions  of
this Section 5.4,  Preferred  Securities  may be exchanged  for other  Preferred
Securities of any authorized denomination and of a like Liquidation Amount, upon
surrender  of the  Preferred  Securities  to be  exchanged at any such office or
agency.  Whenever any Preferred  Securities are so surrendered  for exchange,  a
Regular  Trustee  shall  execute  on behalf of the Trust by manual or  facsimile

                                       23
<PAGE>


signature,  and  the  Property  Trustee  shall  authenticate  and  deliver,  the
Preferred  Securities  which the  Holder  making the  exchange  is  entitled  to
receive.

         All Preferred  Securities  issued upon any  registration of transfer or
exchange of Preferred  Securities  shall be entitled to the same benefits  under
this  Trust  Agreement  as  the  Preferred  Securities   surrendered  upon  such
registration of transfer or exchange.

         Every Preferred  Security  presented or surrendered for registration of
transfer or for exchange shall (if so requested by the Sponsor or the Securities
Registrar)  be duly  endorsed,  or be  accompanied  by a written  instrument  of
transfer in form  satisfactory to the Sponsor and the Securities  Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.

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

         SECTION  5.5  Mutilated,  Destroyed,  Lost or Stolen  Trust  Securities
Certificates.  If (a)  any  mutilated  Trust  Securities  Certificate  shall  be
surrendered to the Securities  Registrar,  or if the Securities  Registrar shall
receive evidence to its  satisfaction of the  destruction,  loss or theft of any
Trust Securities  Certificate and (b) there shall be delivered to the Securities
Registrar and the Regular 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 Regular  Trustees,  or any one of them, on behalf of the Trust shall execute
and make available for authentication  and 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  denomination.  In connection with the
issuance  of any new  Trust  Securities  Certificate  under  this  Section,  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 duplicative  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.  Each  Trustee  and 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 none of 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. The
Regular  Trustees or the Sponsor shall furnish or cause to be furnished  (unless
the Property Trustee is acting as Securities Registrar with respect to the Trust
Securities  under  the Trust  Agreement)  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 (a) to the Property  Trustee,
quarterly at least five Business Days before each Distribution  Date, and (b) to
the Property Trustee, promptly after

                                       24
<PAGE>

receipt by the Sponsor of a written request  therefor from the Property  Trustee
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  Regular  Trustees  or the  Sponsor  and is not
identical to a previously  supplied list 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,  and the
corresponding  rights of the Trustee shall be as provided in the Trust Indenture
Act. Each Holder, by receiving and holding a Trust Securities  Certificate,  and
each Owner shall be deemed to have agreed not to hold the Sponsor,  the Property
Trustee or the Regular  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 Securities  Registrar
shall  maintain  in The City of New York an  office  or  offices  or  agency  or
agencies  where  Preferred  Securities   Certificates  may  be  surrendered  for
registration  of transfer,  exchange or conversion and where notices and demands
to or upon the Trustees in respect of the Trust  Securities  Certificates may be
served.      The      Securities       Registrar      initially       designates
[................................],  New  York,  New  York  [.....],  Attention:
[.................],  as its principal corporate trust office for such purposes.
The Securities  Registrar shall give prompt written notice to the Sponsor 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.  In the  event  that  the
Preferred  Securities are not in book-entry  form only, the Trust shall maintain
in the Borough of Manhattan,  City of New York, an office or agency (the "Paying
Agent") where the Preferred  Securities may be presented for payment. The Paying
Agent shall make Distributions to  Securityholders  from the Payment Account and
shall report the amounts of such  Distributions  to the Property Trustee and the
Regular  Trustees.  Any Paying Agent shall have the revocable  power to withdraw
funds from the  Payment  Account  for the  purpose  of making the  Distributions
referred  to above.  The Regular  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
Regular  Trustees  and the Sponsor.  Any Person  acting as Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the Property
Trustee and the Sponsor;  provided,  however,  that no such  resignation  of the
Paying  Agent  shall  be  effective  until a  successor  Paying  Agent  has been
appointed  and has accepted  such  appointment  by  instrument  executed by such
successor Paying Agent and delivered to the Trust, the Sponsor and the resigning
Paying  Agent.  In the event that the  Property  Trustee  shall no longer be the
Paying Agent or a successor Paying Agent shall resign or its authority to act be
revoked,  the Regular  Trustees  shall appoint a successor that is acceptable to
the  Property  Trustee and the Sponsor to act as Paying  Agent (which shall be a
bank or trust  company).  Each successor  Paying Agent or any 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 each  Securityholder.  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

                                       25
<PAGE>

the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6 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 Agreement to the
Paying  Agent shall  include any  co-paying  agent  unless the context  requires
otherwise.

         SECTION  5.10  Ownership  of Common  Securities  by  Sponsor.  Upon the
issuance of Common  Securities as provided for in Section 2.5, the Sponsor shall
acquire beneficial and record ownership of the Common Securities. The Parent has
covenanted in the Guarantee to maintain directly or indirectly 100% ownership of
the Common  Securities;  provided  that any  successor  of the Parent  under the
Indenture may succeed to the Parent's ownership of the Common Securities. To the
fullest extent permitted by law, any attempted transfer of the Common Securities
in violation of that covenant  shall be void.  The Regular  Trustees shall cause
each  Common  Securities   Certificate  to  contain  a  legend  stating,   "THIS
CERTIFICATE  IS NOT  TRANSFERABLE  EXCEPT  TO AN ENTITY  WHOLLY  OWNED BY SENIOR
HOUSING  PROPERTIES TRUST OR TO CERTAIN  SUCCESSORS OF SENIOR HOUSING PROPERTIES
TRUST."

         SECTION  5.11  Global   Securities;   Non-Global   Securities;   Common
Securities Certificate.

              (a)  Each  Global  Certificate   authenticated  under  this  Trust
Agreement shall be registered in the name of the Clearing  Agency  designated by
the Sponsor for such Global  Certificate  or a nominee  thereof and delivered to
such Clearing Agency or a nominee thereof or custodian  therefor,  and each such
Global  Certificate  shall  constitute a Preferred  Security for all purposes of
this Trust Agreement.

              (b) If a Global  Certificate  is to be  exchanged  for  Definitive
Preferred Securities  Certificates or canceled in whole, it shall be surrendered
by or on behalf of the Clearing Agency, its nominee or custodian to the Property
Trustee,  as Securities  Registrar,  for exchange or cancellation as provided in
this  Article 5. If any Global  Certificate  is to be exchanged  for  Definitive
Preferred Securities  Certificates or cancelled in part, or if another Preferred
Security is to be exchanged in whole or in part for a beneficial interest in any
Global  Certificate,  in each case,  as provided in Section 5.4, then either (i)
such Global  Certificate shall be so surrendered for exchange or cancellation as
provided in this Article 5 or (ii) the Liquidation  Amount thereof (or number of
Preferred  Securities  represented  thereby) shall be reduced or increased by an
amount equal to the portion,  thereof to be so exchanged or cancelled,  or equal
to the  Liquidation  Amount of (or  number of  securities  represented  by) such
Definitive  Preferred Security  Certificates to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Property Trustee, as Securities  Registrar,  whereupon the
Property Trustee, in accordance with the Applicable  Procedures,  shall instruct
the Clearing  Agency or its authorized  representative  to make a  corresponding
adjustment  to its records.  Upon any such  surrender or  adjustment of a Global
Certificate, a Regular Trustee shall execute on behalf of the Trust by manual or
facsimile signature,  and the Property Trustee shall, subject to Section 5.4 and
as otherwise  provided in this Article 5, authenticate and deliver any Preferred
Securities  issuable in exchange  for such  Global  Certificate  (or any portion
thereof) to or upon the written order of, and registered in such names as may be
directed  by, the Clearing

                                       26
<PAGE>

Agency  or its  authorized  representative.  Upon the  request  of the  Property
Trustee in connection with the occurrence of any of the events specified in this
paragraph,  the Sponsor shall promptly make available to the Property  Trustee a
reasonable  supply of  Preferred  Securities  that are not in the form of Global
Certificates.  The Property Trustee shall be entitled to conclusively  rely upon
any  order,  direction  or  request  of the  Clearing  Agency or its  authorized
representative  which is given or made pursuant to this Article 5 if such order,
direction  or  request  is  given  or made in  accordance  with  the  Applicable
Procedures.

              (c) Every  Preferred  Security  authenticated  and delivered  upon
registration  of  transfer  of,  or in  exchange  for or in lieu  of,  a  Global
Certificate  or any  portion  thereof,  whether  pursuant  to this  Article 5 or
otherwise,  shall be authenticated and delivered in the form of, and shall be, a
Global Certificate,  unless such Preferred Security is registered in the name of
a Person other than the Clearing Agency for such Global Certificate or a nominee
thereof.

              (d) The Clearing Agency or its nominee,  as registered  owner of a
Global  Certificate,  shall be the  Holder of such  Global  Certificate  for all
purposes under this Trust Agreement and the Preferred Securities,  and owners of
beneficial  interests in a Global Certificate shall hold such interests pursuant
to the Applicable Procedures.  Accordingly, any such Owner's beneficial interest
in a Global Certificate will be shown only on, and the transfer of such interest
shall be effected only through, records maintained by the Clearing Agency or its
nominee or its participants and such owners of beneficial  interests in a Global
Certificate  will  not be  considered  the  owners  or  Holders  of such  Global
Certificate for any purpose of this Trust Agreement or the Preferred Securities.

              (e) A single Common Securities Certificate representing the Common
Securities  shall initially be issued to the Sponsor 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 Owners 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 Owners to the Clearing  Agency,
and shall have no obligations to provide notices directly to the Owners.

         SECTION   5.13   Definitive    Preferred    Securities    Certificates.
Notwithstanding  any  other  provision  in  this  Trust  Agreement,   no  Global
Certificate  may be  exchanged  in  whole or in part  for  Preferred  Securities
registered,  and no transfer of a Global  Certificate in whole or in part may be
registered,  in the name of any Person other than the  Clearing  Agency for such
Global  Certificate or a nominee thereof unless (i) such Clearing Agency (A) has
notified the Trust and the Sponsor that it is unwilling or unable to continue as
Clearing  Agency for such Global  Certificate or (B) has ceased to be a clearing
agency registered as such under the Securities Exchange Act of 1934, as amended,
and in  either  case the  Trust  and the  Sponsor  thereupon  fail to  appoint a
successor  Clearing  Agency,  (ii) the Trust and the Sponsor,  at their  option,
notify the  Property  Trustee in writing that it elects to cause the issuance of
the Preferred Securities in certificated form or (iii) there shall have occurred
and be  continuing  an Event of Default or any event which after notice or lapse
of time or both would be an Event of Default. In all cases, Definitive Preferred
Securities  Certificates  delivered  in exchange for any Global  Certificate  or

                                       27
<PAGE>


beneficial  interests therein will be registered in the names, and issued in any
approved  denominations,  requested by or on behalf of the  Clearing  Agency (in
accordance with its customary procedures).

         SECTION  5.14 Rights of  Securityholders.  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  undivided  beneficial
interests in the assets of 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 Title 2 of the Maryland General  Corporation Law, provided,  however,  the
Holders of Trust  Securities  may be  obligated,  pursuant  to the terms of this
Trust Agreement, to (i) provide indemnity and/or security in connection with and
pay taxes or governmental charges arising from transfers of Trust Securities and
(ii)  provide  security  and  indemnity  in  connection  with the requests of or
directions  to the Property  Trustee to exercise its rights and powers under the
Trust Agreement.

                                   ARTICLE 6
                    ACT OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.1 Limitations on Voting Rights.

              (a) Except as  provided in this  Section,  in Section 8.2 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 terms
of the Trust  Securities  Certificates,  be  construed so as to  constitute  the
Securityholders from time to time as partners or members of an association.

              (b)  Subject to Section 8.2  hereof,  if an Event of Default  with
respect to the Preferred  Securities has occurred and been  subsequently  cured,
waived or otherwise  eliminated,  the  provisions of Section  6.1(b)(ii)  hereof
shall apply.  During (x) the period  commencing on the date of the occurrence of
an Event of Default with respect to the Preferred  Securities  and ending on the
date when such Event of Default is cured, waived or otherwise eliminated, or (y)
any period not  described  in either the  preceding  sentence  or the  preceding
clause (x), the provisions of Section 6.1(b)(i) shall apply.

                  (i) The Holders of a majority in aggregate  Liquidation Amount
         of the  Preferred  Securities  will have the right to direct  the time,
         method and place of conducting any proceeding for any remedy  available
         to the  Property  Trustee or to exercise  any trust or power  conferred
         upon the Property  Trustee  under this Trust  Agreement,  including the
         right to direct the Property Trustee to exercise the remedies available
         to it as a holder of

                                       28
<PAGE>

         the Debt  Securities  but  excluding  the right to direct the  Property
         Trustee to consent to an amendment,  modification or termination of the
         Indenture  (which  shall  be as  provided  below).  So long as any Debt
         Securities are held by the Property Trustee, the Trustees shall not (A)
         direct the time,  method and place of conducting any proceeding for any
         remedy  available to the Indenture  Trustee,  or executing any trust or
         power  conferred  on the  Indenture  Trustee  with respect to such Debt
         Securities,  (B) waive any past default which is waivable under Section
         [.......] of the Indenture,  (C) exercise any right to rescind or annul
         a declaration  that the principal of all the Debt  Securities  shall be
         due and  payable  or (D)  consent  to any  amendment,  modification  or
         termination of the Indenture or the Debt Securities, where such consent
         shall be required,  without, in each case, obtaining the prior approval
         of the Holders of a majority  in  aggregate  Liquidation  Amount of all
         Outstanding  Preferred  Securities  (except in the case of clause  (D),
         which consent, in the event that no Event of Default shall occur and be
         continuing,  shall  be  of  the  Holders  of a  majority  in  aggregate
         Liquidation Amount of all Trust Securities, voting together as a single
         class);  provided,  however,  that where a consent  under the Indenture
         would  require the consent of each holder of Debt  Securities  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 the  Preferred  Securities,  except  by a
         subsequent  vote  of the  Holders  of  the  Preferred  Securities.  The
         Property  Trustee  shall notify all Holders of record of the  Preferred
         Securities of any notice of default received from the Indenture Trustee
         with  respect to the Debt  Securities.  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  Sponsor,  obtain an Opinion of Counsel  experienced  in
         such matters to the effect that the Trust will not be  classified as an
         association  taxable as a corporation or partnership  for United States
         federal income tax purposes on account of such action.

                  (ii) Subject to Section 8.2 of this Trust  Agreement  and only
         after the Event of Default with respect to the Preferred Securities has
         been cured, waived, or otherwise eliminated,  the Holders of a majority
         in aggregate  Liquidation Amount of the Common Securities will have the
         right to direct the time, method and place of conducting any proceeding
         for any remedy  available  to the  Property  Trustee or to exercise any
         trust or power  conferred  upon the Property  Trustee  under this Trust
         Agreement,  including  the  right to direct  the  Property  Trustee  to
         exercise  the  remedies  available  to  it  as a  holder  of  the  Debt
         Securities  but excluding  the right to direct the Property  Trustee to
         consent to an amendment,  modification  or termination of the Indenture
         (which shall be as provided below).  So long as any Debt Securities are
         held by the Property  Trustee,  the  Trustees  shall not (A) direct the
         time,  method and place of  conducting  any  proceeding  for any remedy
         available to the  Indenture  Trustee,  or executing  any trust or power
         conferred  on  the   Indenture   Trustee  with  respect  to  such  Debt
         Securities,  (B) waive any past default which is waivable under Section
         5.13 of the  Indenture,  (C)  exercise  any right to rescind or annul a
         declaration  that the principal of all the Debt Securities shall be due
         and  payable  or  (D)  consent  to  any  amendment,   modification   or
         termination of the Indenture or the Debt Securities, where such consent
         shall be required,  without, in each case, obtaining the prior approval
         of the Holders of a majority  in  aggregate  Liquidation  Amount of all
         Common Securities (except in the case of clause (D), which consent,  in
         the event that no

                                       29
<PAGE>

         Event of Default shall occur and be continuing, shall be of the Holders
         of a majority in aggregate  Liquidation Amount of all Trust Securities,
         voting  together as a single class);  provided,  however,  that where a
         consent under the Indenture would require the consent of each holder of
         Debt Securities affected thereby, no such consent shall be given by the
         Property  Trustee  without the prior written  consent of each Holder of
         Common Securities.  The Trustees shall not revoke any action previously
         authorized  or  approved  by a  vote  of  the  Holders  of  the  Common
         Securities,  except by a  subsequent  vote of the Holders of the Common
         Securities.  The Property Trustee shall notify all Holders of record of
         the  Common  Securities  of any  notice of  default  received  from the
         Indenture  Trustee with respect to the Debt Securities.  In addition to
         obtaining  the  foregoing  approvals  of  the  Holders  of  the  Common
         Securities,  prior to taking any of the foregoing actions, the Trustees
         shall,  at the  expense  of the  Sponsor,  obtain an Opinion of Counsel
         experienced  in such  matters to the effect  that the Trust will not be
         classified as an  association  taxable as a corporation  or partnership
         for  United  States  federal  income  tax  purposes  on account of such
         action.

                  (iii) The provisions of this Section 6.1(b) and Section 6.1(a)
         of this Trust Agreement shall be in lieu of Section 316(a)(1)(A) of the
         Trust Indenture Act, and such Section  316(a)(1)(A) is hereby expressly
         excluded from this Trust  Agreement and the  Preferred  Securities,  as
         permitted by the Trust Indenture Act.

              (c) If any  proposed  amendment to this Trust  Agreement  provides
for, or the Trustees otherwise propose to effect, 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 a majority in
aggregate Liquidation Amount of the Outstanding Preferred Securities.

         SECTION 6.2 Notice of  Meetings.  Notice of all meetings of the Holders
of the Preferred Securities, stating the time, place and purpose of the meeting,
shall  be  given  by the  Property  Trustee  pursuant  to  Section  10.8 to each
Preferred  Securityholder of record, at its 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 Regular  Trustees,  however,  shall
call a meeting of Securityholders to vote on any matter upon the written request
of the Preferred  Securityholders  of record of 25% of the Preferred  Securities
(based upon their Liquidation  Amount), and the Regular Trustees or the Property
Trustee may, at any time in their  discretion,  call a meeting of the Holders of
Preferred  Securities  to vote on any  matters  as to  which  such  Holders  are
entitled to vote.

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

                                       30
<PAGE>

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

         SECTION  6.4 Voting  Rights.  Securityholders  shall be entitled to one
vote for each $__ of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such  Securityholders  are  entitled  to vote.
Notwithstanding  that  Holders of Preferred  Securities  are entitled to vote or
consent under any of the  circumstances  described  above,  any of the Preferred
Securities  that are  owned at such time by the  Sponsor,  the  Trustees  or any
affiliate of any Trustee shall, for purposes of such vote or consent, be treated
as if such Preferred Securities were not outstanding.

         SECTION  6.5  Proxies,  Etc.  At any  meeting of  Securityholders,  any
Securityholders  entitled to vote  thereat may vote by proxy,  provided  that no
proxy  shall be voted at any  meeting  unless it shall have been  placed on file
with the Regular  Trustees,  or with such other officer or agent of the Trust as
the Regular  Trustees may direct,  for  verification  prior to the time at which
such vote shall be taken.  Pursuant to a  resolution  of the  Property  Trustee,
proxies  may be  solicited  in the name of the  Property  Trustee or one or more
officers  of the  Property  Trustee.  Only  Securityholders  of record  shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or represented 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  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 Regular
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 Distributions 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

                                       31
<PAGE>

or  more   instruments   of   substantially   similar   tenor   signed  by  such
Securityholders  or Owners in person or by an agent duly  appointed  in writing;
and, except as otherwise  expressly  provided  herein,  such action shall become
effective  when  such  instrument  or  instruments  are  delivered  to a Regular
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 Regular
Trustees or among such  Securityholders  or Regular 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 6, then the  determination  of such matter by the Property  Trustee
shall be conclusive with respect to such matter.

         Upon the  occurrence  and  continuation  of an Event  of  Default,  the
Holders of Preferred  Securities  shall rely on the  enforcement by the Property
Trustee of its rights as holder of the Debt  Securities  against the Parent.  If
the  Property  Trustee  fails  to  enforce  its  rights  as  holder  of the Debt
Securities  after a request therefor by a Holder of Preferred  Securities,  such
holder  may  proceed  to enforce  such  rights  directly  against  the  Sponsor.
Notwithstanding  the  foregoing,  if an Event of  Default  has  occurred  and is
continuing  and such event is  attributable  to the failure of the Parent to pay
interest  or  principal  on the Debt  Securities  on the date such  interest  or
principal is

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<PAGE>

otherwise payable (or in the case of redemption, on the Redemption Date), then a
Holder of  Preferred  Securities  shall have the right to institute a proceeding
directly  against the Parent,  for  enforcement of payment to such holder of the
principal  amount of or interest on Debt  Securities  having a principal  amount
equal to the aggregate  Liquidation  Amount of the Preferred  Securities of such
Holder after the respective due date specified in the Debt Securities (a "Direct
Action").  In connection  with any such Direct Action,  the rights of the Parent
will be subrogated  to the rights of any Holder of the  Preferred  Securities to
the  extent  of any  payment  made by the  Parent to such  Holder  of  Preferred
Securities as a result of such Direct Action.

         SECTION 6.9 Inspection of Records. Upon reasonable demand and notice to
the Regular Trustees and the Property Trustee, any Securityholder shall have the
right,  at its expense,  to inspect  during usual  business  hours the following
records  of  the  Trust,   solely  for  purposes   reasonably  related  to  such
Securityholder's interest as a holder of Trust Securities:

         (a) a copy of this Trust  Agreement and the Certificate of Trust of the
Trust and all amendments thereto,  together with copies of any written powers of
attorney under which this Trust Agreement, such Certificate of Trust or any such
amendment have been executed;

         (b) if and to the extent disclosure  thereof is the time required under
the  provisions of the Maryland  Business  Trust Act, a current list of the name
and last known business or mailing address of each Securityholder; and

         (c) the separate  annual  financial  statements  of the Trust,  if such
financial statements are prepared.

Any such  demand and notice  shall be in writing  and shall state the purpose of
the demand.

                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1 Representations and Warranties of the Property Trustee. The
Property  Trustee hereby  represents and warrants for the benefit of the Sponsor
and the Securityholders that:

              (a) the Property Trustee is a banking  corporation duly organized,
validly existing and in good standing under the laws of the State of New York;

              (b) the Property Trustee 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 Property  Trustee and constitutes the valid and legally binding
agreement of the Property Trustee  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; and

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<PAGE>

              (d)  the  execution,  delivery  and  performance  by the  Property
Trustee of this  Trust  Agreement  have been duly  authorized  by all  necessary
corporate or other action on the part of the Property Trustee and do not require
any  approval  of  stockholders  of the  Property  Trustee  and such  execution,
delivery  and  performance  will not violate the Property  Trustee's  charter or
by-laws or (b) violate any law,  governmental  rule or  regulation of the United
States or the  State of New York,  as the case may be,  governing  the  banking,
corporate,  or trust powers of the Property Trustee,  or any order,  judgment or
decree applicable to the Property Trustee.

         SECTION 7.2  Representations  and  Warranties  of Sponsor.  The Sponsor
hereby  represents and warrants for the benefit of the Property  Trustee and the
Securityholders that:

              (a) the Trust Securities  Certificates  issued on 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 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 Maryland or any political  subdivision  thereof in connection  with the
execution,  delivery  and  performance  by the  Property  Trustee  of this Trust
Agreement.

                                   ARTICLE 8
                                  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. The Property  Trustee,  before the  occurrence of any
Event of Default  and after the curing or waiving of all Events of Default  that
may have occurred,  shall  undertake to perform only such duties and obligations
as are  specifically  set forth in this Trust  Agreement and the Trust Indenture
Act and no implied covenants shall be read into this Trust Agreement against the
Property  Trustee.  In case an Event of Default has occurred  (that has not been
cured or waived  pursuant to Section 8.2) of which a Responsible  Officer of the
Property Trustee has actual knowledge,  the Property Trustee shall exercise such
rights and powers vested in it by this Trust  Agreement and the Trust  Indenture
Act,  and use the same  degree of care and skill in its  exercise,  as a prudent
individual  would exercise or use under the  circumstances in the conduct of his
or her own affairs.

         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.  Nothing  in this Trust
Agreement shall be construed to release the Regular

                                       34
<PAGE>

Trustees  from  liability  for their own  grossly  negligent  action,  their own
grossly negligent failure to act, or their own willful misconduct.

         To the extent that, at law or in equity,  a Regular  Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Securityholders, such Regular Trustee shall not be liable to the Trust or to
any  Securityholder  to the maximum extent that Maryland law in effect from time
to time  permits  limitation  of the  liability  of trustees  and  officers of a
business trust. The provisions of this Trust Agreement,  to the extent that they
restrict the duties and liabilities of the Regular Trustees  otherwise  existing
at law or in  equity,  are  agreed by the  Sponsor  and the  Securityholders  to
replace such other duties and liabilities of the Regular Trustees.

              (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 a majority in aggregate
         Liquidation Amount of the Trust Securities relating to the time, method
         and place of conducting any proceeding for any remedy  available to the
         Property  Trustee,  or exercising any trust or power conferred upon the
         Property Trustee under this Trust Agreement;

                  (iii) the  Property  Trustee's  sole duty with  respect to the
         custody,  safekeeping and physical  preservation of the Debt Securities
         and  the  Payment  Account  shall  be to deal  with  such  property  as
         fiduciary  assets,  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,  in
         writing,  with the Sponsor and money

                                       35
<PAGE>
         held by the Property  Trustee need not be  segregated  from other funds
         held by it except in relation to the Payment Account  maintained by the
         Property  Trustee  pursuant  to  Section  3.1 and  except to the extent
         otherwise required by law;

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

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

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

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

              SECTION 8.2 Notice of Defaults.

              (a) Within ten 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
10.8,  notice of such Event of Default to the Holders of  Preferred  Securities,
the Regular  Trustees and the Sponsor,  unless such Event of Default  shall have
been  cured or waived,  provided  that,  except for a default in the  payment of
principal of (or premium, if any) or interest on any of the Debt Securities, the
Property  Trustee shall be fully protected in withholding  such notice if and so
long as the Board of Trustees, the executive committee,  or a trust committee of
directors  and/or  Responsible  Officers of the  Property  Trustee in good faith
determines  that the  withholding  of such  notice  is in the  interests  of the
Holders of the Preferred Securities.

              (b) Within ten days  after the  receipt of notice of the  Parent's
exercise  of its  right to  extend  the  interest  payment  period  for the Debt
Securities  pursuant to the Indenture,  the Property Trustee shall transmit,  in
the manner and to the extent  provided in Section 10.8,  notice of such exercise
to the Securityholders, unless such exercise shall have been revoked.

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

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

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

         The  provisions of Section  6.1(b) and this Section  8.2(c) shall be in
lieu of  Section  316(a)(1)(B)  of the  Trust  Indenture  Act and  such  Section
316(a)(1)(B) of the Trust Indenture Act is hereby  expressly  excluded from this
Trust  Agreement  and  the  Preferred  Securities,  as  permitted  by the  Trust
Indenture Act. Upon such waiver,  any such default shall cease to exist, and any
Event of Default  with respect to the  Preferred  Securities  arising  therefrom
shall be deemed to have been cured,  for every purpose of this Trust  Agreement,
but no such waiver shall extend to any  subsequent  or other default or an Event
of  Default  with  respect  to the  Preferred  Securities  or  impair  any right
consequent thereon.  Any waiver by the Holders of the Preferred Securities of an
Event of Default with respect to the Preferred  Securities  shall also be deemed
to constitute a waiver by the Holders of the Common Securities of any such Event
of Default with respect to the Common  Securities for all purposes of this Trust
Agreement without any further act, vote, or consent of the Holders of the Common
Securities.

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

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

                  (ii)  requires  the consent or vote of a Super  Majority to be
         waived, except where the Holders of the Common Securities are deemed to
         have  waived  such Event of  Default  under  this  Trust  Agreement  as
         provided below in this Section 8.2(d),  the Event of Default under this
         Trust  Agreement  may only be waived by the vote of the  Holders of the
         same proportion in Liquidation Amount of the Common Securities that the
         relevant Super Majority represents of the aggregate principal amount of
         the Debt Securities outstanding;  provided further, that each Holder of
         Common  Securities  will be deemed  to have  waived  any such  Event of
         Default and all Events of Default with respect to the Common Securities
         and its  consequences  until all Events of Default  with respect to the
         Preferred
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<PAGE>

         Securities have been cured, waived or otherwise  eliminated,  and until
         such  Events  of  Default  have  been so  cured,  waived  or  otherwise
         eliminated,  the Property Trustee will be deemed to be acting solely on
         behalf of the Holders of the Preferred  Securities and only the Holders
         of the Preferred  Securities will have the right to direct the Property
         Trustee in accordance with the terms of the Securities.  The provisions
         of Section  6.1(b) and this Section  8.2(d) shall be in lieu of Section
         316(a)(1)(B) of the Trust  Indenture Act and such Section  316(a)(1)(B)
         of the Trust Indenture Act is hereby expressly excluded from this Trust
         Agreement  and the  Preferred  Securities,  as  permitted  by the Trust
         Indenture  Act.  Subject to the  foregoing  provisions  of this Section
         8.2(d), upon such waiver, any such default shall cease to exist and any
         Event  of  Default  with  respect  to  the  Common  Securities  arising
         therefrom  shall be deemed to have been cured for every purpose of this
         Trust  Agreement,  but no such waiver shall extend to any subsequent or
         other default or Event of Default with respect to the Common Securities
         or impair any right consequent thereon.

              (e) A waiver  of a  Indenture  Event of  Default  by the  Property
Trustee at the direction of the Holders of the Preferred Securities, constitutes
a waiver of the corresponding  Event of Default under this Trust Agreement.  The
foregoing  provisions  of this  Section  8.2(e)  shall  be in  lieu  of  Section
316(a)(1)(B)  of the Trust  Indenture Act and such Section  316(a)(1)(B)  of the
Trust Indenture Act is hereby  expressly  excluded from this Trust Agreement and
the Preferred Securities, as permitted by the Trust Indenture Act.

         SECTION  8.3  Certain  Rights  of  Property  Trustee.  Subject  to  the
provisions of Section 8.1:

              (a) the Property Trustee may conclusively  rely and shall be fully
protected in acting or refraining from acting in good faith upon any resolution,
Opinion  of  Counsel,  certificate,   written  representation  of  a  Holder  or
transferee  such as of a  certificate  presented for  transfer,  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 no Event of Default has occurred and is continuing and, (i)
in  performing  its duties under this Trust  Agreement  the Property  Trustee is
required to decide between  alternative  courses of action or (ii) in construing
any of the  provisions in this Trust  Agreement  the Property  Trustee finds the
same ambiguous or inconsistent  with any other  provisions  contained  herein or
(iii) the Property Trustee is unsure of the application of any provision of this
Trust  Agreement,  then,  except as to any  matter as to which  the  Holders  of
Preferred  Securities  are  entitled  to vote  under  the  terms  of this  Trust
Agreement, the Property Trustee shall deliver a notice to the Sponsor requesting
written  instructions  of the Sponsor as to the course of action to be taken and
the Property Trustee shall take such action, or refrain from taking such action,
as the Property  Trustee  shall be  instructed in writing to take, or to refrain
from taking,  by the Sponsor;  provided,  however,  that if the Property Trustee
does not receive such instructions of the Sponsor 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

                                       38
<PAGE>
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 Sponsor or the Regular  Trustees
contemplated  by this Trust  Agreement  shall be  sufficiently  evidenced  by 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  conclusively  rely  upon  an  Officers'
Certificate and an Opinion of Counsel which, upon receipt of such request, shall
be promptly delivered by the Sponsor or the Regular Trustees;

              (e) the  Property  Trustee  shall have no duty to  accomplish  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, refiling or reregistration thereof;

              (f) the Property Trustee may consult with counsel at the Sponsor's
expense (which  counsel may be counsel to the Sponsor or any of its  Affiliates,
and may  include  any of its  employees)  and the advice of such  counsel or any
Opinion of 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;  and 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  satisfactory to it against the costs, expenses
(including  attorneys'  fees  and  expenses  and the  expenses  of the  Property
Trustee's  agents,  custodians  or  nominees)  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 resolutions,  certificate,
statement,   instrument,  opinion,  report,  notice,  request,  consent,  order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or  document,  but the  Property  Trustee  may  make  such  further  inquiry  or
investigation into such facts or custodian or nominee matters as it may see fit;

              (i) the  Property  Trustee may execute any of the trusts or powers
hereunder or perform any duties  hereunder  either directly or by or through its
agents,  custodians or nominees,  attorneys or an  Affiliate,  provided that the
Property  Trustee shall not be responsible for the negligence or recklessness on
the part of any agent,  attorney,  custodian or nominee appointed by it with due
care hereunder;

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<PAGE>

              (j) 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 fully protected in conclusively  relying on or acting in accordance with such
instructions;

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

              (l) to the maximum extent that Maryland law in effect from time to
time  permits the  limitation  of the  liability  of trustees  and officers of a
business trust,  the Property  Trustee shall not be liable for any action taken,
suffered,  or omitted to be taken by it in connection with this Trust Agreement;
and

              (m) in the event that the  Property  Trustee  is also  acting as a
Paying Agent,  Exchange Agent,  [Conversion  Agent] and/or Securities  Registrar
hereunder,  the rights and protections afforded to the Property Trustee pursuant
to this Article 8 shall also be afforded to such Paying Agent,  Exchange  Agent,
[Conversion Agent] and/or Securities Registrar.

         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 not be
taken as the  statements  of the  Trustees,  and the  Trustees do not assume any
responsibility for their correctness.  The Trustees shall not be accountable for
the use or application by the Sponsor of the proceeds of the Debt Securities.

         SECTION 8.5 May Hold  Securities.  Except as provided in the definition
of the term  "Outstanding"  in Article 1, any  Trustee or any other agent of any
Trustee or the Trust,  in its individual or any other  capacity,  may become the
owner or pledgee of Trust  Securities and,  subject to Section 8.8 and 8.12, may
otherwise  deal with the Trust with the same rights it would have if it were not
a Trustee or such other agent.

                                       40
<PAGE>

         SECTION 8.6 Compensation; Indemnity; Fees.

         The Sponsor agrees:

              (a) to pay the Trustees from time to time reasonable  compensation
for all services  rendered by them hereunder  (which  compensation  shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust);

              (b) except as otherwise  expressly  provided herein and subject to
the  applicable  limitations  set  forth  in  subsection  (c) or (d)  below,  to
reimburse each Trustee,  or advance  expenses to each Trustee,  upon request for
all reasonable  expenses,  disbursements  and advances  incurred or made by such
Trustee in accordance with any provision of this Trust Agreement  (including the
reasonable  compensation  and the expenses and  disbursements  of its agents and
counsel);

              (c)  to  the  fullest  extent  permitted  by  applicable  law,  to
indemnify and hold harmless (i) each Regular Trustee,  (ii) any Affiliate of any
Regular   Trustee,   (iii)  any  officer,   director,   shareholder,   employee,
representative  or agent of any Regular Trustee,  and (iv) any employee or agent
of the Trust or its  Affiliates  (referred to herein as an "Sponsor  Indemnified
Person") from and against any loss, damage,  liability, tax, penalty, expense or
claim of any kind or nature  whatsoever  incurred  by such  Sponsor  Indemnified
Person by reason of the creation,  operation,  dissolution or termination of the
Trust  or in  connection  with  the  administration  of the  Trust or any act or
omission  performed or omitted by such Sponsor  Indemnified  Person on behalf of
the Trust,  except that no Sponsor  Indemnified  Person  shall be entitled to be
indemnified  in respect of any loss,  damage or claim  incurred by such  Sponsor
Indemnified Person if it has been established that such expense, disbursement or
advance  is  attributable  to such  Sponsor  Indemnified  Person's  own  grossly
negligent action, grossly negligent failure to act, or willful misconduct;

              (d)  to  the  fullest  extent  permitted  by  applicable  law,  to
indemnify  and hold  harmless the Property  Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or bad faith
on  its  part,   arising  out  of  or  in  connection  with  the  acceptance  or
administration  of the  trust or  trusts  hereunder,  including  the  costs  and
expenses of defending  itself against any claim or liability in connection  with
the exercise or performance of any of its powers or duties hereunder; and

              (e) 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.

         SECTION 8.7 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

                                       41
<PAGE>

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

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
and in the manner  provided  by, and  subject  to the  provisions  of, the Trust
Indenture Act and this Trust Agreement.

         SECTION 8.9 Resignation and Removal; Appointment of Successor.

              (a) Subject to Sections 8.9(b),  Trustees (the "Relevant Trustee")
may be appointed or removed without cause at any time:

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

                  (ii)  after the  issuance  of any  Securities,  by vote of the
         Holders of a majority in  Liquidation  Amount of the Common  Securities
         voting as a class.

              (b) The Trustee that acts as Property Trustee shall not be removed
in   accordance   with  Section   8.9(a)  until  a  successor   possessing   the
qualifications  to act as a Property  Trustee  under  Section 8.7 (a  "Successor
Property  Trustee")  has been  appointed and has accepted  such  appointment  by
instrument  executed by such  Successor  Property  Trustee and  delivered to the
Trust, the Sponsor and the removed Property Trustee.

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

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

                           (A)  until a  Successor  Property  Trustee  has  been
                  appointed  and has accepted  such  appointment  by  instrument
                  executed by such Successor  Property  Trustee and delivered to
                  the Trust, the Sponsor and the resigning Property Trustee; or


                                       42
<PAGE>
                           (B)  until  the   assets  of  the  Trust   have  been
                  completely  liquidated and the proceeds thereof distributed to
                  the Holders of the Securities;

                  (ii) no appointment of a successor  Property  Trustee shall be
         effective  until  all  fees,  charges,  and  expenses  of the  retiring
         Property Trustee have been paid.

              (d) The  Holders  of the  Common  Securities  shall use their best
efforts to promptly appoint a Successor Property Trustee if the Property Trustee
delivers an instrument of resignation in accordance with Section 8.9(c).

              (e) If no Successor Property Trustee shall have been appointed and
accepted  appointment  as  provided  in this  Section  8.9  within 60 days after
delivery  pursuant  to this  Section  8.9 of an  instrument  of  resignation  or
removal,  the Property Trustee resigning or being removed may petition any court
of competent  jurisdiction for appointment of a Successor Property Trustee. Such
court may  thereupon,  after  prescribing  such  notice,  if any, as it may deem
proper and prescribe, appoint a Successor Property Trustee.

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

              (g) The Property Trustee shall give notice of each resignation and
each  removal of a Trustee and each  appointment  of a successor  Trustee to all
Securityholders  in the manner provided in Section 10.8 and shall give notice to
the  Sponsor.  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.

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

         The indemnity provided to a Trustee under Section 8.6 shall survive any
Trustee's resignation or removal or termination of this Trust Agreement.

         SECTION 8.10  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  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  and (b) shall  add to or change  any of the  provisions  of this  Trust
Agreement as shall be necessary to provide for or facilitate the  administration
of the trusts hereunder by more than one Relevant  Trustee,  it being understood
that nothing herein or in such amendment shall constitute such Relevant Trustees
as  co-trustees  and upon the  execution  and  delivery  of such  amendment  the
resignation or removal

                                       43
<PAGE>

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 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.

         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 first or second preceding paragraph, as the case may be.

         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  8.11  Merger,  Conversion,   Consolidation  or  Succession  to
Business. Any Person into which the Property Trustee or any Regular Trustee that
is not a  natural  person  may be merged or  converted  or with  which it may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation  to  which  such  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 Person shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

         SECTION  8.12  Preferential  Collection  of Claims  Against  Sponsor or
Trust.  If and when the  Property  Trustee  shall be or become a creditor of the
Sponsor or the Trust (or any other obligor upon the Debt Securities or the Trust
Securities), the Property Trustee shall be subject to and shall take all actions
necessary  in order to comply with the  provisions  of the Trust  Indenture  Act
regarding  the  collection  of claims  against the Sponsor or Trust (or any such
other obligor).

         SECTION 8.13 Reports by Property  Trustee.  Within 60 days after May 15
of each year,  commencing  with the first May 15,  after the first  issuance  of
Preferred  Securities,  the Property Trustee shall provide to the Holders of the
Preferred  Securities  such  reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner  provided by Section 313 of
the Trust  Indenture  Act.  The  Property  Trustee  shall also  comply  with the
requirements of Section 313(d) of the Trust Indenture Act.

         SECTION  8.14  Reports to the  Property  Trustee.  The  Sponsor and the
Regular  Trustees on behalf of the Trust shall  provide to the Property  Trustee
such  documents,  reports and  information as are required by Section 314 of the
Trust Indenture Act (if any) and the compliance  certificate required by Section
314(a) of the Trust  Indenture  Act in the form,  in the manner and at the times
required by Section 314 of the Trust Indenture Act.

         SECTION 8.15 Evidence of Compliance with Conditions Precedent.  Each of
the Sponsor and the Regular 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.

                                       44
<PAGE>

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 8.16 Number of Trustees.

              (a) The  number  of  Trustees  shall be three,  provided  that the
Holder of all of the Common  Securities  by written  instrument  may increase or
decrease the number of Regular Trustees.

              (b) If a Trustee  ceases to hold  office  for any  reason  and the
number of Regular Trustees is not reduced pursuant to Section 8.16(a), or if the
number of Trustees is increased  pursuant to Section  8.16(a),  a vacancy  shall
occur.

              (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
Regular Trustees shall occur, until such vacancy is filled by the appointment of
a Regular  Trustee in  accordance  with  Section  8.9,  the Regular  Trustees in
office,  regardless of their number (and  notwithstanding any other provision of
this  Agreement),  shall have all the powers granted to the Regular Trustees and
shall  discharge all the duties imposed upon the Regular  Trustees by this Trust
Agreement.

         SECTION 8.17 Delegation of Power.

              (a) Any Regular 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 any registration statement or amendment thereof filed with the
Commission, or making any other governmental filing.

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

                                   ARTICLE 9
                       DISSOLUTION, LIQUIDATION AND MERGER

         SECTION 9.1 Dissolution upon Expiration Date. Unless earlier dissolved,
the Trust shall automatically dissolve on [............,  ....] (the "Expiration
Date").

         SECTION  9.2  Early  Dissolution.  The  first  to  occur  of any of the
following events is an "Early Dissolution Event":

              (a) the  occurrence  of a  Bankruptcy  Event in respect of, or the
dissolution or liquidation  (other than a deemed  liquidation  for tax purposes)
of, the Parent or the Sponsor;

              (b) the  occurrence of a Special Event except in the case of a Tax
Event  following which the Parent has elected (i) to pay any Additional Sums (in
accordance  with

                                       45
<PAGE>

Section  4.4)  such  that  the net  amount  received  by  Holders  of  Preferred
Securities in respect of  Distributions  are not reduced as a result of such Tax
Event and the Parent has not  revoked  any such  election or failed to make such
payments  or (ii) to  redeem  all or some of the  Debt  Securities  pursuant  to
Section 4.4(a);

              (c) the  redemption,  conversion  or  exchange of all of the Trust
Securities;

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

              (e)  receipt by the  Property  Trustee of written  notice from the
Parent or the Sponsor at any time (which direction is optional and wholly within
the  discretion  of the  Parent  and the  Sponsor,  as the  case  may be) of its
intention to dissolve the Trust and distribute  the Debt  Securities in exchange
for the Preferred Securities.

         SECTION   9.3    Dissolution.    The   respective    obligations    and
responsibilities  of the Trustees  and the Trust  created and  continued  hereby
shall terminate upon the latest to occur of the following:  (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 all expenses
owed by the Trust;  and (c) the  discharge of all  administrative  duties of the
Regular  Trustees,  including the  performance of any tax reporting  obligations
with respect to the Trust or the Securityholders.

         SECTION 9.4 Liquidation.

              (a) If an Early  Dissolution  Event  specified in clause (a), (b),
(d) or (e) 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  an  aggregate
principal amount of Debt Securities equal to the aggregate Liquidation Amount of
Trust  Securities  held by such  Holder,  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 as it appears
in the Securities Register.  All notices of liquidation shall be prepared by the
Regular Trustees and 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 an aggregate  principal  amount of Debt  Securities
         equal to the aggregate  Liquidation Amount of Preferred Securities held
         by such Holder; and

                  (iii) provide such  information  with respect to the mechanics
         by which Holders may exchange Trust  Securities  Certificates  for Debt
         Securities,  or, if  Section  9.4(d)

                                       46
<PAGE>

         applies, receive a Liquidation Distribution, as the Regular 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 Debt Securities to
Securityholders,  the Property  Trustee  shall  establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation Date
and, unless the Property Trustee determines  otherwise,  shall be the date which
is the  fifteenth  day  (whether  or not a  Business  Day)  next  preceding  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 Debt Securities 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) the Clearing  Agency or its nominee,  as the record holder of
such  Trust  Securities,   will  receive  a  registered  global  certificate  or
certificates  representing  the  Debt  Securities  to  be  delivered  upon  such
distribution  and  (iii)  any  Trust  Securities  Certificates  not  held by the
Clearing  Agency will be deemed to represent an  aggregate  principal  amount of
Debt  Securities  equal  to  the  aggregate   Liquidation  Amount  of  Preferred
Securities  held by such Holders,  and bearing accrued and unpaid interest in an
amount equal to the accrued and unpaid  Distributions  on such Trust  Securities
until such  certificates  are presented to the Property  Trustee for transfer or
reissuance.

              (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 Debt Securities in
the manner  provided  herein is  determined  by the  Property  Trustee not to be
practicable,  the Trust  Property  shall be  liquidated,  and the Trust shall be
wound-up or terminated,  by the Property  Trustee in such manner as the Property
Trustee  determines,  and a majority  of the  Regular  Trustees  shall  prepare,
execute and file the  certificate of cancellation  with the State  Department of
Assessments  and Taxation of Maryland.  In such event,  Securityholders  will be
entitled to receive out of the assets of the Trust available for distribution to
Securityholders,  after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, an amount equal to the Liquidation  Amount per Trust
Security  plus accrued 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 Indenture  Event of Default has occurred and is
continuing,  the  Preferred  Securities  shall have a  priority  over the 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 Person,  except pursuant to this Section 9.5
or Section 9.4. At the request of the  Sponsor,  with the consent of the Regular
Trustees and without the consent of the  Property  Trustee or the Holders of the
Preferred

                                       47
<PAGE>

Securities,  the Trust  may  merge  with or into,  consolidate,  amalgamate,  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 Sponsor expressly  appoints a trustee of such successor
entity  possessing  the same  powers and duties as the  Property  Trustee as the
holder of the Debt Securities, (iii) the Successor Securities are listed, or any
Successor  Securities  will be listed  upon  notification  of  issuance,  on any
national  securities  exchange  or other  organization  on which  the  Preferred
Securities   are  then  listed,   if  any,  (iv)  such  merger,   consolidation,
amalgamation,  replacement,  conveyance,  transfer  or lease  does not cause the
Preferred  Securities  (including any Successor  Securities) to be downgraded by
any nationally  recognized  statistical  rating  organization,  (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely  affect the rights,  preferences  and privileges of the Holders of the
Preferred  Securities  (including  any  Successor  Securities)  in any  material
respect (other than with respect to any dilution of the Holder's interest in the
new entity), (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 Sponsor 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 (other than with respect to
any dilution of the Holder's  interest in the new entity),  (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  (c)  following  such  merger,
consolidation,  amalgamation or replacement,  the Trust or such successor entity
will be treated as a grantor trust for United States federal income tax purposes
and (viii) the Sponsor or any permitted  successor or assignee owns, directly or
indirectly, 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  aggregate
Liquidation Amount of the Preferred Securities,  consolidate,  amalgamate, merge
with or into,  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 10
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1 Limitation of Rights of Securityholders. Other than as set
forth  in  Section  9.1,  the  death,  incapacity,  dissolution,  bankruptcy  or
termination of any Person having an interest,  beneficial or otherwise, in Trust
Securities  shall not  operate to  dissolve  the Trust or  terminate  this Trust
Agreement,  nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person to claim an accounting,  take any action or bring
any

                                       48
<PAGE>

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
Trustees and the  Sponsor,  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,
(ii) to modify,  eliminate or add to any  provisions of this Trust  Agreement to
such extent as shall be  necessary  to ensure that the Trust will be  classified
for United  States  federal  income tax purposes as a grantor trust at all times
that any Trust  Securities are  Outstanding or to ensure that the Trust will not
be required to register  as an  "investment  company"  under the 1940 Act, or be
classified as other than a grantor trust for United  States  federal  income tax
purposes, or (iii) to comply with the requirements of the Commission in order to
effect or maintain the  qualification  of this Trust  Agreement  under the Trust
Indenture 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 Trustees and the Sponsor with (i) the
consent of Holders representing not less than a majority (based upon Liquidation
Amounts) of the Trust Securities then Outstanding, acting as a single class, 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 the
status of an "investment company" under the 1940 Act, provided,  however, if any
amendment or proposal that would  adversely  affect the powers,  preferences  or
special  rights  of  the  Trust  Securities,  whether  by way  of  amendment  or
otherwise,  would  adversely  affect only the  Preferred  Securities or only the
Common Securities, then only the affected 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 a majority in  Liquidation  Amount of such class of
Trust Securities.

              (c) In addition to and notwithstanding any other provision in this
Trust  Agreement,  without the  consent of each  affected  Securityholder  (such
consent being obtained in accordance with Section 6.3 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 Trustee shall enter into or consent to any amendment to this Trust  Agreement
which would cause the

                                       49
<PAGE>

Trust  to fail or cease to  qualify  for the  exemption  from the  status  of an
"investment company" under the 1940 Act or be classified as other than a grantor
trust for United States federal income tax purposes.

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

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

              (g) The Property  Trustee  shall not be required to enter into any
amendment  to this Trust  Agreement  which  affects  its own  rights,  duties or
immunities under this Trust Agreement. The Property Trustee shall be entitled to
receive an Opinion of Counsel  and an  Officers'  Certificate  stating  that any
amendment to this Trust Agreement is in compliance with this Trust Agreement and
that all conditions precedent,  if any, in this Trust Agreement to the execution
and delivery of such amendment have been satisfied.

         SECTION  10.3  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 10.4 Governing Law. EXCEPT AS PROVIDED IN SECTION 10.10 HEREOF,
THIS  TRUST   AGREEMENT  AND  THE  RIGHTS  AND   OBLIGATIONS   OF  EACH  OF  THE
SECURITYHOLDERS, THE TRUST AND 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 MARYLAND WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

         SECTION 10.5  Payments Due on  Non-Business  Day. If the date fixed for
any payment on any Trust  Security  shall be a day which is not a Business  Day,
then  such  payment  need  not be made on such  date but may be made on the next
succeeding  day which is a Business Day except as otherwise  provided in Section
4.1(a) and Section 4.2(d),  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 10.6 Successors. This Trust Agreement shall be binding upon and
shall inure to the benefit of any  successor  to the  Sponsor,  the Trust or the
Relevant  Trustee,  including  any  successor  by  operation  of law.  Except in
connection with a transaction that is permitted under Article 8 of the Indenture
and  pursuant to which the assignee  agrees in writing to perform the  Sponsor's
obligations hereunder, the Sponsor shall not assign its obligations hereunder.

         SECTION  10.7  Headings.  The  Article  and  Section  headings  are for
convenience only and shall not affect the construction of this Trust Agreement.

         SECTION 10.8 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
Sponsor  may be given or served  in  writing

                                       50
<PAGE>

by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission,  in each case, addressed, (a) in the case of
a Holder of  Preferred  Securities,  to such  Holder as such  Holder's  name and
address may appear on the Securities Register; and (b) in the case of the Holder
of the Common  Securities,  to SNH Capital Trust  Holdings,  c/o Senior  Housing
Properties Trust, 400 Centre Street, Newton, Massachusetts 02458.

         Any notice,  demand or other  communication  which by any  provision of
this Trust  Agreement  is required or permitted to be given or served to or upon
the Trust,  the  Property  Trustee  or the  Regular  Trustees  shall be given in
writing  addressed (until another address is published by the Trust) as follows:
(a)      with      respect      to      the      Property      Trustee,       to
[.....................................................,  Attention: ...........]
and (b) with respect to the Regular Trustees, to them at the address for notices
to the Sponsor, marked "Attention:  [...........].  Such notice, demand or other
communication  to or upon the Trust or the Property  Trustee  shall be deemed to
have been sufficiently  given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

         SECTION 10.9  Agreement  Not to Petition.  Each of the Trustees and the
Sponsor agrees for the benefit of the  Securityholders  that, until at least one
year and one day after the Trust has been  dissolved in accordance  with Article
9, it shall not file,  or join in the filing of, a  petition  against  the Trust
under any Bankruptcy Law or otherwise join in the commencement of any proceeding
against the Trust  under any  Bankruptcy  Law.  In the event the  Sponsor  takes
action in violation of this Section 10.9, the Property  Trustee agrees,  for the
benefit of  Securityholders,  that, at the expense of the Sponsor, it shall file
an answer with the bankruptcy court or otherwise  properly contest the filing of
such  petition by the  Sponsor  against  the Trust or the  commencement  of such
action and raise the defense  that the Sponsor 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  10.9 shall  survive the  dissolution  of this Trust
Agreement.

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

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

              (b) The Property  Trustee  shall be the only Trustee  which is the
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 to be excluded, as the case may be.


                                       51
<PAGE>

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

         SECTION  10.11  Acceptance of Terms of Trust  Agreement,  Guarantee and
Indenture.  THE  RECEIPT AND  ACCEPTANCE  OF A TRUST  SECURITY  OR ANY  INTEREST
THEREIN BY OR ON BEHALF OF A  SECURITYHOLDER  OR 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  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 THE  AGREEMENT  OF THE  TRUST  AND  SUCH
SECURITYHOLDER AND SUCH OTHERS.

         SECTION 10.12 Counterparts.  This Trust Agreement may contain more than
one  counterpart of the signature page and this Trust  Agreement may be executed
by the  affixing  of the  signature  of  each  of the  Trustees  to one of  such
counterpart  signature pages.  All of such counterpart  signature pages shall be
read as though one,  and they shall have the same force and effect as though all
of the signers had signed a single signature page.

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

                              SNH CAPITAL TRUST HOLDINGS, as Sponsor


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


                              _________________________, as Property Trustee


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


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

                                       52

<PAGE>

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














                                       53
<PAGE>



                                                                       EXHIBIT A


                             SNH CAPITAL TRUST [...]

                              CERTIFICATE OF TRUST


         THIS IS TO CERTIFY THAT:

         FIRST:  The undersigned  trustees hereby form a business trust pursuant
to the laws of the State of Maryland.

         SECOND: The name of the business trust (the "Trust") is:

                             SNH Capital Trust [...]

         THIRD:  The  address of the  Trust's  principal  office in the State of
Maryland is c/o Ballard Spahr Andrews & Ingersoll, LLP, 300 East Lombard Street,
Baltimore, Maryland 21202, Attention: James J. Hanks, Jr.

         FOURTH: The name and business address of the Trust's resident agent are
James J. Hanks,  Jr.,  c/o Ballard  Spahr  Andrews &  Ingersoll,  LLP,  300 East
Lombard Street, Baltimore, Maryland 21202.

         The  undersigned,  being all of the trustees of the Trust,  acknowledge
under the penalties of perjury,  that to the best of their knowledge and belief,
the facts stated herein are true.

         IN WITNESS WHEREOF,  each of the undersigned  trustees have signed this
Certificate of Trust this [....] day of May, [......].


                                         ______________________
                                         [Name of Trustee]


                                         ______________________
                                         [Name of Trustee]












                                      A-1

<PAGE>



                                                                       EXHIBIT B


                    Form of Certificate Depositary Agreement
                               [Attach DTC Letter]











                                      B-1

<PAGE>
                                                                       EXHIBIT C


              Form of Common Securities of SNH Capital Trust [...]


THIS CERTIFICATE IS NOT TRANSFERABLE  EXCEPT TO AN ENTITY WHOLLY OWNED BY SENIOR
HOUSING  PROPERTIES TRUST OR TO CERTAIN  SUCCESSORS F SENIOR HOUSING  PROPERTIES
TRUST.

            Certificate Number _____ Number of Common Securities ___
                    Certificate Evidencing Common Securities
                                       of
                             SNH Capital Trust [...]

                                Common Securities
                 (Liquidation Amount $[...] per Common Security)

         SNH Capital Trust [...], a business trust created under the laws of the
State of  Maryland  (the  "Trust"),  hereby  certifies  that SNH  Capital  Trust
Holdings,  a business trust created under the laws of the State of Maryland (the
"Holder"),  is the registered  owner of ________ common  securities of the Trust
representing  undivided  beneficial  interests  in the  assets of the Trust (the
"Common Securities"). Except as set forth in Section 5.10 of the Trust Agreement
(as defined below), the Common Securities are not transferable and any attempted
transfer   hereof  shall  be  void.  The   designations,   rights,   privileges,
restrictions,   preferences  and  other  terms  and  provisions  of  the  Common
Securities  are set forth in, and this  certificate  and the  Common  Securities
represented  hereby are issued and shall in all respects be subject to the terms
and provisions  of, the Amended and Restated Trust  Agreement of the Trust dated
as of  [..........,  ....],  as the same may be  amended  from time to time (the
"Trust  Agreement")  including  the  designation  of the  terms  of  the  Common
Securities  as set forth  therein.  The Trust  will  furnish a copy of the Trust
Agreement and the Guarantee to the Holder without charge upon written request to
the Trust at its principal place of business or registered office.

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

         IN  WITNESS  WHEREOF,  one of the  Regular  Trustees  of the  Trust has
executed this certificate.

Dated:                        SNH CAPITAL TRUST [...]



                              By: ______________________________________
                              Name:_____________________________________
                                   A Regular Trustee and not individually



<PAGE>

                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              [NAME OF PROPERTY TRUSTEE],
                              as Property Trustee


                              -------------------------------------
                              Authorized Signatory








                                      C-2
<PAGE>
                                                                       EXHIBIT D


             Form of Preferred Securities of SNH Capital Trust [...]


         [IF THE PREFERRED SECURITY IS TO BE A GLOBAL CERTIFICATE, INSERT - This
Preferred Security is a Book-Entry Preferred  Securities  Certificate within the
meaning of the Trust Agreement  hereinafter referred to and is registered in the
name of The Depository Trust Company ("DTC") or a nominee of DTC. This Preferred
Security is exchangeable  for Preferred  Securities  registered in the name of a
person other than DTC or its nominee only in the limited circumstances described
in the Trust Agreement and no transfer of this Preferred  Security (other than a
transfer of this Preferred  Security as a whole by DTC to a nominee of DTC or by
a nominee of DTC to DTC or another  nominee of DTC) may be registered  except in
limited circumstances.

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

           Certificate Number ____ Number of Preferred Securities ____
                              CUSIP NO. ___________

                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                             SNH CAPITAL TRUST [...]

                         [Title of Preferred Securities]
               (Liquidation Amount $[...] per Preferred Security)

         SNH Capital Trust [...], a business trust created under the laws of the
State of Maryland (the  "Trust"),  hereby  certifies  that  ______________  (the
"Holder") is the registered  owner of  ___________________  (_______)  preferred
securities of the Trust  representing  an undivided  beneficial  interest in the
assets  of the  Trust and  designated  the SNH  Capital  Trust  [...]  [title of
Preferred  Securities]  (Liquidation  Amount $[...] per Preferred Security) (the
"Preferred  Securities").  Except to the extent set forth in the Trust Agreement
(as defined below),  the Preferred  Securities are transferable on the books and
records of the Trust, in person or by a duly authorized attorney, upon surrender
of this certificate duly endorsed and in proper form for transfer as provided in
Section 5.4 of the Trust Agreement (as defined below). The designations, rights,
privileges,  restrictions,  preferences  and other terms and  provisions  of the
Preferred  Securities are set forth in, and this  certificate  and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and  provisions  of, the Amended and Restated  Trust  Agreement of the
Trust dated as of  [............,  ....] as the same may be amended from time to
time (the "Trust Agreement") including the designation of the terms of Preferred
Securities as set forth  therein.  The Holder is entitled to the benefits of the
Guarantee  Agreement
<PAGE>

entered  into by  Senior  Housing  Properties  Trust,  a  Maryland  real  estate
investment trust, and [Name of Guarantee Trustee],  as Guarantee Trustee,  dated
as of [............,  ....] (the  "Guarantee"),  to the extent provided therein.
The Trust will furnish a copy of the Trust  Agreement  and the  Guarantee to the
Holder without charge upon written  request to the Trust at its principal  place
of business or registered office.

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

         IN  WITNESS  WHEREOF,  one of the  Regular  Trustees  of the  Trust has
executed this certificate.

Dated:                        SNH CAPITAL TRUST [...]


                              By: ________________________________________
                              Name:_______________________________________
                                   As Regular Trustee and not individually





                                      D-2

<PAGE>



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                              [NAME OF PROPERTY TRUSTEE],
                              as Property Trustee

                              By:  ______________________________
                                       Authorized Signatory











                                      D-3
<PAGE>



                                   ASSIGNMENT

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

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

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

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

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

and irrevocably appoints

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

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

Date:  __________________________

Signature:  ______________________

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






                                      D-4
<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATE]

                                   SCHEDULE A

         The  initial  Liquidation  Amount of this Global  Certificate  shall be
$_________.  The following  increases or decreases in the Liquidation  Amount of
this Global Certificate have been made:
<TABLE>
<CAPTION>

                          Amount of Increase
                          in Liquidation
                          Amount of This                                 Liquidation Amount
                          Global Certificate     Amount of Decrease in   of this Global         Signature of
                          Including Upon         Liquidation Amount of   Certificate            Authorized Officer
                          Exercise of            this Global             Following such         of Trustee or
Date Made                 Over-Allotment Option  Certificate             Decrease or Increase   Securities Custodian
--------------------------------------------------------------------------------------------------------------------
<S>                      <C>                     <C>                     <C>                     <C>













</TABLE>


                                      D-5