<PAGE>   1
                                                                    EXHIBIT 4.19

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                              AMENDED AND RESTATED
                                 TRUST AGREEMENT


                                  BY AND AMONG


                   TRENWICK AMERICA CORPORATION, AS DEPOSITOR,


                          BANK ONE TRUST COMPANY, N.A.,
                              AS PROPERTY TRUSTEE,

                            BANK ONE DELAWARE, INC.,
                              AS DELAWARE TRUSTEE,


                                       AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN
                       DATED AS OF _________________, 2001





                        TRENWICK AMERICA CAPITAL TRUST II


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<PAGE>   2


                                Table of Contents

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----


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

   Section 1.1          Definitions...............................................................................1

ARTICLE II.             ESTABLISHMENT OF THE TRUST................................................................9

   Section 2.1          Name......................................................................................9
   Section 2.2          Office Of The Delaware Trustee; Principal Place Of Business...............................9
   Section 2.3          Initial Contribution Of Trust Property; Organizational Expenses...........................9
   Section 2.4          Issuance Of The Preferred Securities......................................................9
   Section 2.5          Issuance Of The Common Securities; Subscription And Purchase Of Notes....................10
   Section 2.6          Declaration Of Trust.....................................................................10
   Section 2.7          Authorization To Enter Into Certain Transactions.........................................11
   Section 2.8          Assets Of Trust..........................................................................14
   Section 2.9          Title To Trust Property..................................................................14

ARTICLE III.            PAYMENT ACCOUNT..........................................................................15

   Section 3.1          Payment Account..........................................................................15

ARTICLE IV.             CERTAIN TERMS OF THE TRUST SECURITIES....................................................15

   Section 4.1          Distributions............................................................................15
   Section 4.2          Redemption...............................................................................16
   Section 4.3          Subordination Of Common Securities.......................................................18
   Section 4.4          Payment Procedures.......................................................................19
   Section 4.5          Tax Returns And Reports..................................................................19
   Section 4.6          Payment Of Taxes, Duties, Etc. Of The Trust..............................................19
   Section 4.7          Payments Under Indenture.................................................................20
   Section 4.8          Withholding Tax..........................................................................20

ARTICLE V.              TRUST SECURITIES CERTIFICATES............................................................20

   Section 5.1          Initial Ownership........................................................................20
   Section 5.2          The Trust Securities Certificates........................................................20
   Section 5.3          Execution And Delivery Of Trust Securities Certificates..................................21
   Section 5.4          Registration Of Transfer And Exchange Of Preferred Securities
                        Certificates.............................................................................21
   Section 5.5          Mutilated, Destroyed, Lost Or Stolen Trust Securities Certificates.......................22
   Section 5.6          Persons Deemed Securityholders...........................................................23
   Section 5.7          Access To List Of Securityholders' Names And Addresses...................................23
</TABLE>


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<TABLE>
<S>                     <C>                                                                                    <C>
   Section 5.8          Maintenance Of Office Or Agency..........................................................24
   Section 5.9          Appointment Of Paying Agent..............................................................24
   Section 5.10         Ownership Of Common Securities By Depositor..............................................24
   Section 5.11         Book-Entry Preferred Securities Certificates; Common Securities
                        Certificate..............................................................................25
   Section 5.12         Notices To Clearing Agency...............................................................26
   Section 5.13         Definitive Preferred Securities Certificates.............................................26
   Section 5.14         Rights Of Securityholders................................................................27

ARTICLE VI.             ACTS OF SECURITYHOLDERS; MEETINGS; VOTING................................................29

   Section 6.1          Limitations On Voting Rights.............................................................29
   Section 6.2          Notice Of Meetings.......................................................................30
   Section 6.3          Meetings Of Preferred Securityholders....................................................30
   Section 6.4          Voting Rights............................................................................30
   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....................................................................32

ARTICLE VII.            REPRESENTATIONS AND WARRANTIES...........................................................32

   Section 7.1          Representations And Warranties Of The Property Trustee And The Delaware
                        Trustee..................................................................................32
   Section 7.2          Representations And Warranties Of Depositor..............................................34

ARTICLE VIII.           THE TRUSTEES.............................................................................34

   Section 8.1          Certain Duties And Responsibilities......................................................34
   Section 8.2          Certain Notices..........................................................................35
   Section 8.3          Certain Rights Of Property Trustee.......................................................35
   Section 8.4          Not Responsible For Recitals Or Issuance Of Securities...................................37
   Section 8.5          May Hold Securities......................................................................37
   Section 8.6          Compensation; Indemnity; Fees............................................................38
   Section 8.7          Corporate Property Trustee Required; Eligibility Of Trustees.............................38
   Section 8.8          Conflicting Interests....................................................................39
   Section 8.9          Co-Trustees And Separate Trustee.........................................................39
   Section 8.10         Resignation And Removal; Appointment Of Successor........................................40
   Section 8.11         Acceptance Of Appointment By Successor...................................................42
   Section 8.12         Merger, Conversion, Consolidation Or Succession To Business..............................43
   Section 8.13         Preferential Collection Of Claims Against Depositor, Note Issuer Or
                        Trust....................................................................................43
   Section 8.14         Reports By Property Trustee..............................................................43
   Section 8.15         Reports To The Property Trustee..........................................................44
   Section 8.16         Evidence Of Compliance With Conditions Precedent.........................................44
</TABLE>


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<TABLE>
<S>                     <C>                                                                                    <C>
   Section 8.17         Number Of Trustees.......................................................................44
   Section 8.18         Delegation Of Power......................................................................44
   Section 8.19         Property Trustee May File Proofs Of Claim................................................45

ARTICLE IX.             DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER.........................................45

   Section 9.1          Dissolution Upon Expiration Date.........................................................45
   Section 9.2          Early Dissolution........................................................................46
   Section 9.3          Termination..............................................................................46
   Section 9.4          Liquidation..............................................................................46
   Section 9.5          Mergers, Consolidations, Amalgamations Or Replacements Of The Trust......................48

ARTICLE X.              MISCELLANEOUS PROVISIONS.................................................................49

   Section 10.1         Limitation Of Rights Of Securityholders..................................................49
   Section 10.2         Amendment................................................................................49
   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.................................................................................51
   Section 10.8         Reports, Notices And Demands.............................................................51
   Section 10.9         Agreement Not To Petition................................................................51
   Section 10.10        Trust Indenture Act; Conflict With Trust Indenture Act...................................52
   Section 10.11        Acceptance Of Terms Of Trust Agreement, Guarantee And Indenture..........................52
   Section 10.12        Agreed Tax Treatment Of The Trust And Trust Securities...................................52


Exhibit A      Certificate of Trust of Trenwick America Capital Trust II

Exhibit B      Letter to DTC Pertaining to the Trust Originated Preferred Securities

Exhibit C      Certificate Evidencing Common Securities of Trenwick America Capital Trust II

Exhibit D      Agreement as to Expenses and Liabilities

Exhibit E      Certificate Evidencing Preferred Securities of Trenwick America Capital Trust II
</TABLE>
                                     -iii-
<PAGE>   5



                        TRENWICK AMERICA CAPITAL TRUST II
                CERTAIN SECTIONS OF THIS TRUST AGREEMENT RELATING
         TO SECTIONS 310 THROUGH 318 OF THE TRUST INDENTURE ACT OF 1939:


<TABLE>
<CAPTION>
TRUST INDENTURE                                                                 TRUST
ACT SECTION                                                               AGREEMENT SECTION
-----------                                                               -----------------

<S>                                                                       <C>
Sections 310(a)(1) ......................................................................8.7
(a) (2) .................................................................................8.7
(a) (3) .................................................................................8.9
(a) (4) ..........................................................................2.7(a)(ii)
(b) .....................................................................................8.8
Sections 311(a) ........................................................................8.13
(b) ....................................................................................8.13
Sections 312(a) .........................................................................5.7
(b) .....................................................................................5.7
(c) .....................................................................................5.7
Sections 313(a) .....................................................................8.14(a)
(a)(4) ..............................................................................8.14(b)
(b) .................................................................................8.14(b)
(c) ....................................................................................10.8
(d) .................................................................................8.14(c)
Sections 314(a) ........................................................................8.15
(b) ..........................................................................Not Applicable
(c)(1) .................................................................................8.16
(c)(2) .................................................................................8.16
(c) (3) ......................................................................Not Applicable
(d) ..........................................................................Not Applicable
(e) ...............................................................................1.1, 8.16
Sections 315(a) ..............................................................8.1(a), 8.3(a)
(b) ...............................................................................8.2, 10.8
(c) ..................................................................................8.1(a)
(d) ................................................................................8.1, 8.3
(e) ..........................................................................Not Applicable
Sections 316(a) ..............................................................Not Applicable
(a)(1)(A) ....................................................................Not Applicable
(a)(1)(B) ....................................................................Not Applicable
(a) (2) ......................................................................Not Applicable
(b) ..........................................................................Not Applicable
(c) .....................................................................................6.7
Sections 317(a) (1) ..........................................................Not Applicable
(a) (2) ......................................................................Not Applicable
(b) .....................................................................................5.9
Sections 318(a) .......................................................................10.10
</TABLE>

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


<PAGE>   6


         AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________, 2001, by
and among (i) Trenwick America Corporation, a Delaware corporation (including
any successors or assigns, the "Depositor"), (ii) Bank One Trust Company, N.A.,
a national banking association duly organized and existing under the laws of the
United States, as property trustee (the "Property Trustee" and, in its
individual capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) Bank One Delaware, Inc., a Delaware corporation, as Delaware trustee (in
such capacity, the "Delaware Trustee"), (iv) John V. Del Col, an individual,
Yvonne M. Poster, an individual and David M. Finkelstein, an individual, each of
whose address is c/o Trenwick America Corporation, One Canterbury Green,
Stamford, Connecticut 06901 (each an "Administrative Trustee" and collectively,
the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees are referred to collectively as the "Trustees") and
(v) the several Holders, as hereinafter defined.

                                   WITNESSETH


         WHEREAS, the Depositor and the Trustees have heretofore created a
Delaware business trust pursuant to the Delaware Business Trust Act by entering
into a Trust Agreement, dated as of June 15, 2001 (the "Original Trust
Agreement"), and by execution and filing by the Trustees with the Secretary of
State of the State of Delaware of the Certificate of Trust, filed on June 18,
2001, attached as Exhibit A; and

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

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

                                   ARTICLE I.
                                  DEFINED TERMS

         SECTION 1.1     DEFINITIONS.

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

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

         (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;



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<PAGE>   7

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

         "Additional Sums" has the meaning specified in Section 10.9 of the
Indenture.

         "Administrative Trustee" means each of John V. Del Col, Yvonne M.
Poster and David M. Finkelstein, solely in such Person's capacity as
Administrative Trustee of the Trust and not in such Person's individual
capacity, or such Administrative Trustee's successor in interest in such
capacity, or any successor trustee appointed as herein provided.

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

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

         "Bankruptcy Event" means, with respect to any Person: (a) the entry of
a decree or order by a court having jurisdiction in the premises judging such
Person a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjudication or composition of or in
respect of such Person under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of such
Person or of any substantial part of its property or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of sixty (60) consecutive days; or (b) the
institution by such Person of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State
bankruptcy, insolvency, reorganization or other similar law, or the consent by
it to the filing of any such petition or to the appointment of a receiver,
liquidator, assignee, trustee, sequestrator (or similar official) of such Person
or of any substantial part of its property, or the making by it of an assignment
for the benefit of creditors, or the admission by it in writing of its inability
to pay its debts generally as they become due and its willingness to be
adjudicated a bankrupt, or the taking of corporate action by such Person in
furtherance of any such action.



                                     - 2 -
<PAGE>   8

         "Bankruptcy Law" has the meaning specified in Section 10.9.

         "Board Resolution" means a copy of a resolution, certified by the
Secretary or an Assistant Secretary of the Depositor to have been duly adopted
by the Depositor's Board of Directors, or such committee of the Board of
Directors or officers of the Depositor to which authority to act on behalf of
the Board of Directors has been delegated, and to be in full force and effect on
the date of such certification, delivered to the appropriate Trustee or
Trustees.

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

         "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's office or the Note Trustee's office is closed for business.

         "Certificate Depository Agreement" means the agreement among the Trust,
the Depositor and DTC, as the initial Clearing Agency, dated as of the Closing
Time, 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.

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

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC 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 Time" has the meaning specified in the Underwriting Agreement,
which date is also the date of execution and delivery of this Trust Agreement.

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

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



                                     - 3 -
<PAGE>   9

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

         "Corporate Trust Office" means the principal office of the Property
Trustee located at 1 Bank One Plaza, Corporate Trust - Suite IL1-0126, Chicago,
Illinois 60670.

         "Date of Delivery" has the meaning specified in the Underwriting
Agreement.

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

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

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

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

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

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

         "DTC" means The Depository Trust Company.

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

         "Event of Default" means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body): (a) the occurrence of a Note Event of
Default; or (b) default by the Property Trustee in the payment of any
Distribution when it becomes due and payable, and continuation of such default
for a period of thirty (30) days; or (c) default by the Property Trustee in the
payment of any Redemption Price of any Trust Security when it becomes due and
payable; or (d) default in the performance, or breach, in any material respect,
of any covenant or warranty of the Trustees in this Trust Agreement (other than
a covenant or warranty a default in the performance or breach of which is dealt
with in clause (b) or (c) above) and continuation of such default or breach for
a period of sixty (60) days after there has been given, by registered or
certified mail, to the defaulting Trustee or Trustees by the Holders of at least
25% in aggregate liquidation preference of the Outstanding Preferred Securities
a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or (e)
the occurrence of a Bankruptcy Event with respect to the



                                     - 4 -
<PAGE>   10

Property Trustee and the failure by the Depositor to appoint a successor
Property Trustee within sixty (60) days thereof.

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

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

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Preferred Securities Guarantor and Bank One Trust Company, N.A., as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Securities, as amended from time to
time.

         "Indenture" means the Subordinated Indenture, dated as of ____________,
2001, among the Note Issuer, the Note Guarantor and the Note Trustee, as
trustee, as amended or supplemented from time to time.

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

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

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

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

         "Liquidation Date" means the date on which Notes 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(e).

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

         "Note Guarantor" means Trenwick Group Ltd., a company duly organized
and existing under the laws of Bermuda, in its capacity as guarantor under the
Indenture, and its successors.

         "Note Issuer" means Trenwick America Corporation, a Delaware
corporation, in its capacity as the issuer of the Notes under the Indenture, and
its successors.



                                     - 5 -
<PAGE>   11

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

         "Note Trustee" means Bank One Trust Company, N.A., in its capacity as
trustee under the Indenture, or any successor trustee appointed as therein
provided.

         "Notes" means the aggregate principal amount of the Note Issuer's __%
Notes due _________, issued pursuant to the Indenture.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, a Vice Chairman, the President, any Vice President, the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Depositor, that complies with the requirements of Section 314(e) of the
Trust Indenture Act and is delivered to the appropriate Trustee or Trustees.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee or the Depositor, as the case may
be, or other counsel who shall be reasonably acceptable to the Property Trustee,
that, if required by the Trust Indenture Act, complies with the requirements of
Section 314(e) of the Trust Indenture Act.

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

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

         (a)      Preferred Securities theretofore cancelled by the Property
                  Trustee or delivered to the Property Trustee for cancellation;

         (b)      Preferred 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
                  Preferred Securities; provided that, if such Preferred
                  Securities are to be redeemed, notice of such redemption has
                  been duly given pursuant to this Trust Agreement; and

         (c)      Preferred Securities which have been paid or in exchange for
                  or in lieu of which other Preferred Securities have been
                  executed and delivered pursuant to Sections 5.4, 5.5, 5.11 and
                  5.13, unless there shall have been presented to the Property
                  Trustee proof satisfactory to it that such Preferred Security
                  is held by a bona fide purchaser in whose hand such Preferred
                  Security is a valid obligation of the Trust;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Preferred Securities have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or are present at a meeting of Securityholders for quorum purposes, Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or any Trustee, shall be disregarded and deemed not to be Outstanding, except
that (a) in determining whether any Trustee shall be protected in relying upon
any such request, demand,



                                     - 6 -
<PAGE>   12

authorization, direction, notice, consent or waiver, only Preferred Securities
that such Trustee knows to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, one or more of the Trustees and/or any
such Affiliate. Preferred Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Administrative Trustees the pledgee's right so to act with
respect to such Preferred Securities and that the pledgee is not the Depositor
or any Affiliate of the Depositor.

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

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

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

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

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

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

         "Preferred Securities Guarantor" means Trenwick Group Ltd., a company
duly organized and existing under the laws of Bermuda, in its capacity as
guarantor under the Guarantee, and its successors.

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

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



                                     - 7 -
<PAGE>   13

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

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

         "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
being a beneficial owner within the meaning of the Delaware Business Trust Act;
provided, however, that in determining whether the Holders of the requisite
amount of Preferred Securities have voted on any matter provided for in this
Trust Agreement, then for purposes of any such determination, so long as
Definitive Preferred Securities Certificates have not been issued, the term
Securityholders or Holders as used herein shall refer to the Owners.

         "Time of Delivery" means, collectively, the Closing Time and each Date
of Delivery.

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

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this 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 Notes, (b) any cash on deposit in, or
owing to, the Payment Account and (c) all proceeds and rights in respect of the
foregoing and any other property and assets for the time being held or deemed to
be held by the Property Trustee pursuant to the trusts of this Trust Agreement.

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

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



                                     - 8 -
<PAGE>   14
\
         "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

         "Underwriting Agreement" means the Underwriting Agreement, dated as of
__________, 2001, among the Trust, the Depositor and the Underwriters named
therein.

                                  ARTICLE II.
                           ESTABLISHMENT OF THE TRUST

         SECTION 2.1     NAME.

         The Trust continued hereby shall be known as "Trenwick America Capital
Trust II," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may 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     OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
                         BUSINESS.

         The address of the Delaware Trustee in the State of Delaware is Bank
One Delaware, Inc., Three Christiana Center, 201 N. Walnut Street, Wilmington,
Delaware 19801, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Depositor. The principal
executive office of the Trust is c/o Trenwick America Corporation, One
Canterbury Green, Stamford, Connecticut 06901.

         SECTION 2.3     INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                         EXPENSES.

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

         SECTION 2.4     ISSUANCE OF THE PREFERRED SECURITIES.

         The Depositor, on behalf of the Trust, has executed and delivered the
Underwriting Agreement. At the Closing Time, an Administrative 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, registered in the name of the nominee of the initial Clearing
Agency, in an aggregate amount of ____________ Preferred Securities having an
aggregate Liquidation Amount of $___________, against receipt of such aggregate
purchase price of such Preferred Securities of $________, which amount such
Administrative Trustee shall promptly deliver to the Property Trustee. On each
Date of Delivery, an Administrative 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, registered in the
name of the nominee of the initial Clearing Agency, in an aggregate amount of up
to



                                     - 9 -
<PAGE>   15

__________ Preferred Securities (less such number of Preferred Securities
evidenced by Preferred Securities Certificates executed and delivered on any
prior Dates of Delivery) having an aggregate Liquidation Amount of up to
$__________ (less the aggregate Liquidation Amount of any Preferred Securities
evidenced by Preferred Securities Certificates executed and delivered on any
prior Dates of Delivery), against receipt of such aggregate purchase price of
such Preferred Securities of $___________ (less the aggregate Liquidation
Amount of any Preferred Securities evidenced by Preferred Securities
Certificates executed and delivered on any prior Dates of Delivery), which
amount such Administrative Trustee shall promptly deliver to the Property
Trustee.

         SECTION 2.5     ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND
                         PURCHASE OF NOTES.

         (a)      At the Closing Time, an Administrative Trustee, on behalf of
 the Trust, shall execute in accordance with Section 5.2 and deliver to the
Depositor Common Securities Certificates, registered in the name of the
Depositor, in an aggregate amount of _________ Common Securities having an
aggregate Liquidation Amount of $_________, against payment by the Depositor of
such amount, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee. Contemporaneously therewith, an Administrative Trustee, on
behalf of the Trust, shall subscribe to and purchase from the Note Issuer Notes,
registered in the name of the Trust and having an aggregate principal amount
equal to $___________, and, in satisfaction of the purchase price for such
Notes, the Property Trustee, on behalf of the Trust, shall deliver to the Note
Issuer the sum of $__________. On each Date of Delivery, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2
and deliver to the Depositor Common Securities Certificates, registered in the
name of the Depositor, in an aggregate amount of up to __________ Common
Securities (less such number of Common Securities evidenced by Common Securities
Certificates executed and delivered on any prior Dates of Delivery) having an
aggregate Liquidation Amount of up to $__________ (less the aggregate
Liquidation Amount of any Common Securities evidenced by Common Securities
Certificates executed and delivered on any prior Dates of Delivery), against
payment by the Depositor of such amount, which amount such Administrative
Trustee shall promptly deliver to the Property Trustee.

         (b)      At the Closing Time and on each Date of Delivery, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Note Issuer Notes, registered in the name of the Trust and having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Preferred Securities and Common Securities issued and sold on such date, and, in
satisfaction of the purchase price for such Notes, the Property Trustee, on
behalf of the Trust, shall deliver to the Note Issuer the amount received on
such date from one of the Administrative Trustees pursuant to Section 2.4 and
Section 2.5.

         SECTION 2.6     DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the Notes,
and (b) to engage in those activities necessary, convenient or incidental
thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to
have all the rights, powers and duties to the extent set forth herein, and



                                     - 10 -
<PAGE>   16

the Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property upon and subject to the conditions
set forth herein for the benefit of the Securityholders. The Administrative
Trustees shall have all rights, powers and duties set forth herein and in
accordance with applicable law with respect to accomplishing the purposes of the
Trust. The Delaware Trustee shall not be entitled to exercise any powers, nor
shall the Delaware Trustee have any of the duties and responsibilities, of the
Property Trustee or the Administrative Trustees set forth herein except as
required by the Delaware Business Trust Act. The Delaware Trustee shall be one
of the Trustees of the Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807(a) of the Delaware Business Trust Act.

         SECTION 2.7     AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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

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

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

                           (B)      to cause the Trust to enter into, and to
                  execute, deliver and perform on behalf of the Trust, the
                  Expense Agreement and the Certificate Depository Agreement and
                  such other agreements as may be necessary or desirable in
                  connection with 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 as shall
                  be determined by the Depositor and the registration of the
                  Preferred Securities under the Securities Exchange Act of
                  1934, as amended, and the preparation and filing of all
                  periodic and other reports and other documents pursuant to the
                  foregoing;

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



                                     - 11 -
<PAGE>   17

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

                           (G)      the establishment of a record date for any
                  of the purposes contemplated by Section 6.7 hereof;

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

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

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

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

                           (A)      the establishment of the Payment Account;

                           (B)      the receipt of the Notes;

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

                           (D)      the distribution 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 Notes;

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



                                     - 12 -
<PAGE>   18

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

                           (I)      after an Event of Default, 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 to protect and
                  conserve the Trust Property for the benefit of the
                  Securityholders (without consideration of the effect of any
                  such action on any particular Securityholder); and

                           (J)      engaging in such ministerial activities as
                  shall be necessary, appropriate, convenient or incidental to
                  effect the repayment of the Preferred Securities and the
                  Common Securities to the extent the Notes mature or are
                  redeemed.

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

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

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

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

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



                                     - 13 -
<PAGE>   19

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

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

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

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

                  (vi)     the taking of any other actions deemed by the
         Depositor to be necessary or desirable to carry out any of the
         foregoing activities; and

                  (vii)    the execution and delivery of letters or documents
         to, or instruments for filing with, a depository relating to the
         Preferred Securities.

         (d)      Notwithstanding anything herein to the contrary, the
Administrative Trustees are authorized and directed to conduct the affairs of
the Trust and to operate the Trust so that the Trust will not be deemed to be an
"investment company" required to be registered under the Investment Company Act
or classified as an association taxable as a corporation for United States
Federal income tax purposes and so that the Notes will be treated as
indebtedness of the Note Issuer for United States Federal income tax purposes.
In this connection, the Depositor and the Administrative Trustees are authorized
to take any action, not inconsistent with applicable law, the Certificate of
Trust or this Trust Agreement, that each of the Depositor and the Administrative
Trustees determines in their discretion to be necessary or desirable for such
purposes, as long as such action does not adversely affect in any material
respect the interests of the Holders of the Preferred Securities.

         SECTION 2.8     ASSETS OF TRUST.

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

         SECTION 2.9     TITLE TO TRUST PROPERTY.

         Legal title to all Trust Property shall be vested at all times in the
name of 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.



                                     - 14 -
<PAGE>   20

                                  ARTICLE III.
                                 PAYMENT ACCOUNT

         SECTION 3       PAYMENT ACCOUNT.

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

                                  ARTICLE IV.
                      CERTAIN TERMS OF THE TRUST SECURITIES

         SECTION 4.1     DISTRIBUTIONS.

         (a)      Distributions on the Trust Securities shall be cumulative, and
will accumulate whether or not there are funds of the Trust available for the
payment of Distributions. Distributions shall accrue from __________, ____, and
shall be payable quarterly in arrears on _________, _______, ______ and ________
of each year, commencing on __________, _____, except as otherwise described
below. The Note Issuer has the right under the Indenture, at any time and from
time to time, to defer payments of interest for such period or periods as may be
specified with respect to the Notes (each, an "Extension Period"), on the terms
and conditions specified in the Indenture. As a consequence of such deferral,
Distributions will also be deferred. Despite such deferral, quarterly
Distributions will continue to accumulate at the rate set forth in paragraph (b)
of this Section 4.1, together with additional distributions thereon (to the
extent permitted by applicable law) at the rate at which Additional Interest is
then accruing on the Notes, compounded quarterly during any such Extension
Period. If any date on which a Distribution is otherwise payable on the Trust
Securities is not a Business Day, then the payment of such Distribution shall be
made on the next succeeding day that is a Business Day (and without any
additional distributions or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, payment of
such Distribution shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on the date such payment was
originally payable (each date on which distributions are payable in accordance
with this Section 4.1(a), a "Distribution Date").

         (b)      The Trust Securities represent undivided beneficial interests
in the Trust Property, and, as a practical matter, the Distributions on the
Trust Securities shall be payable at a rate of __% per annum of the Liquidation
Amount of the Trust Securities. The term "Distributions" as


                                     - 15 -
<PAGE>   21

used herein includes such cash distributions and any accumulated or additional
distributions that are payable hereunder unless otherwise stated. The amount of
Distributions payable for any full or partial period shall be computed on the
basis of a 360-day year of twelve 30-day months. The amount of Distributions
payable for any period shall include 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 at the close of business on the relevant record date, which,
as long as the Preferred Securities remain in book-entry only form, shall be the
date one Business Day immediately preceding such Distribution Date. The relevant
record dates for the Common Securities shall be the same record dates as for the
Preferred Securities. If the Preferred Securities shall not continue to remain
in book-entry only form or are not in book-entry only form at issuance, the
relevant record dates for the Preferred Securities shall be the date fifteen
(15) days prior to the relevant Distribution Date, which Distribution Dates
shall correspond to the interest payment dates on the Notes. Distributions
payable on any Trust Securities that are not punctually paid on any Distribution
Date, as a result of the Note Issuer (or the Note Guarantor on its behalf)
having failed to make an interest payment under the Notes, will cease to be
payable to the Person in whose name such Trust Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable to
the Person in whose name such Trust Securities are registered on the special
record date or other specified date for determining Noteholders entitled to such
defaulted interest established in accordance with the Indenture.

         (e)      In the event that there is any money or other property held by
or for the Trust that is not accounted for hereunder, such property shall be
distributed pro rata among the Holders of the Trust Securities. A reference
herein to any payment, distribution or treatment as being "pro rata" shall mean
pro rata to each Holder of Trust Securities according to the aggregate
Liquidation Amount of the Trust Securities held by the relevant Holder in
relation to the aggregate Liquidation Amount of all Trust Securities outstanding
unless, in relation to a payment, a Note Event of Default has occurred and is
continuing, in which case any funds available to make such payment shall be paid
first to each Holder of the Preferred Securities pro rata according to the
aggregate Liquidation Amount of Preferred Securities held by the relevant Holder
relative to the aggregate Liquidation Amount of all Preferred Securities
Outstanding, and only after satisfaction of all amounts owed to the Holders of
the Preferred Securities, to each Holder of Common Securities pro rata according
to the aggregate Liquidation Amount of Common Securities held by the relevant
Holder relative to the aggregate Liquidation Amount of all Common Securities
outstanding.

         SECTION 4.2     REDEMPTION.

         (a)      On each Note Redemption Date and on the stated maturity of the
Notes, the Trust will be required to redeem a Like Amount of Trust Securities at
a price per Trust Security equal to the Redemption Price.



                                     - 16 -
<PAGE>   22

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

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    the CUSIP number;

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

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

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

         (d)      If the Property Trustee gives a notice of redemption (which
notice shall be irrevocable) 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 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 and
will give such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the relevant Persons' accounts at such Clearing Agency on
the applicable Redemption Date. If the Preferred Securities are no longer in
book-entry-only form, and in the case of the Common Securities, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent funds sufficient to pay the applicable Redemption Price and will give the
Paying Agent irrevocable instructions and authority to pay the Redemption Price
to the Holders thereof upon surrender of their Trust 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 immediately prior to the close of business on the
date of such deposit, all rights of Securityholders holding Trust Securities so
called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price and any Distributions payable on or prior to the
Redemption Date, but without interest, and such Securities will cease to be
outstanding. In the event that any date on which any Redemption Price is payable
is not a Business Day, then payment of the Redemption Price payable on such date
will be made on the next succeeding day



                                     - 17 -
<PAGE>   23

that is a Business Day (and without any interest or other payment in respect of
any such delay), except that, if such Business Day falls in the next calendar
year, such payment will be made on the immediately preceding Business Day, in
each case, with the same force and effect as if made on such date. In the event
that payment of the Redemption Price in respect of any Trust Securities called
for redemption is improperly withheld or refused and not paid either by the
Trust or by the Preferred Securities Guarantor pursuant to the Guarantee,
Distributions on such Trust Securities will continue to accrue, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date will be the date fixed for redemption for
purposes of calculating the Redemption Price.

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

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

         SECTION  4.3   SUBORDINATION OF COMMON SECURITIES.

         (a)      Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Note Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including Additional



                                     - 18 -
<PAGE>   24

Amounts, if applicable) on all Outstanding Preferred Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional Amounts,
if applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.

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

         SECTION 4.4     PAYMENT PROCEDURES.

         Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which shall credit the relevant Persons' accounts at such
Clearing Agency on the applicable distribution dates. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Common Securityholder.

         SECTION 4.5     TAX RETURNS AND REPORTS.

         The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States Federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall

         (a)      prepare and file (or cause to be prepared and filed) the
appropriate Internal Revenue Service Form required to be filed in respect of the
Trust in each taxable year of the Trust and

         (b)      prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service form required to be
provided on such form. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing.

         SECTION 4.6     PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST.

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



                                     - 19 -
<PAGE>   25

         SECTION 4.7     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 (and any
Owner with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture.

         SECTION 4.8     WITHHOLDING TAX.

         The Trust and the Administrative Trustee shall comply with all
withholding and backup withholding tax requirements under United States Federal,
state and local law. The Trust shall request, and the Securityholders shall
provide to the Trust, such forms or certificates as are necessary to establish
an exemption from withholding and backup withholding tax with respect to each
Securityholder, and any representations and forms as shall reasonably be
requested by the Trust to assist it in determining the extent of, and in
fulfilling, its withholding and backup withholding tax obligations. The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding a backup withholding tax is properly
established by a Securityholder, shall remit amounts withheld with respect to
the Securityholder to applicable jurisdictions. To the extent that the Trust is
required to withhold and pay over any amounts to any authority with respect to
Distributions or allocations to any Securityholder, the amount withheld shall be
deemed to be a Distribution in the amount of the withholding to the
Securityholder. In the event of any claimed overwithholding, Securityholders
shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the
Trust may reduce subsequent Distributions by the amount of such required
withholding.


                                   ARTICLE V.
                          TRUST SECURITIES CERTIFICATES

         SECTION 5.1     INITIAL OWNERSHIP.

         Upon the formation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

         SECTION 5.2     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 of $____ in
excess thereof. The Trust Securities Certificates shall be executed on behalf of
the Trust by manual signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and



                                     - 20 -
<PAGE>   26

shall be entitled to the rights and subject to the obligations of a
Securityholder hereunder, upon due registration of such Trust Securities
Certificate in such transferee's name pursuant to Sections 5.4, 5.11 and 5.13.

         SECTION 5.3     EXECUTION AND DELIVERY OF TRUST SECURITIES
                         CERTIFICATES.

         At each Time of Delivery, the Administrative 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 Depositor, signed by its Chairman of the Board, a
Vice Chairman, its President, a Vice President or its Treasurer and attested by
its Secretary or one of its Assistant Secretaries, without further corporate
action by the Depositor, in authorized denominations.

        SECTION 5.4     REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED
                        SECURITIES CERTIFICATES.

         (a)      The Depositor shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 5.8, a register or registers for the
purpose of registering Trust Securities Certificates and transfers and exchanges
of Preferred Securities Certificates (the "Securities Register"). The registrar
designated by the Depositor (the "Securities Registrar"), subject to such
reasonable regulations as it may prescribe, shall provide for the registration
of Preferred Securities Certificates and Common Securities Certificates (subject
to Section 5.10 in the case of the Common Securities Certificates) and
registration of transfers and exchanges of Preferred Securities Certificates as
herein provided. The Bank shall be the initial Securities Registrar. Upon
surrender for registration of transfer of any Preferred Securities Certificate
at the office or agency maintained pursuant to Section 5.8, the Administrative
Trustees or any one of them shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by such Administrative Trustee or Trustees. The
Securities Registrar shall not be required to register the transfer of any
Preferred Securities after such Preferred Securities have been called for
redemption. At the option of a Holder, Preferred Securities Certificates may be
exchanged for other Preferred Securities Certificates in authorized
denominations of the same class and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificates to be exchanged at the office
or agency maintained pursuant to Section 5.8. Every Preferred Securities
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory to
an Administrative Trustee and the Securities Registrar duly executed by the
Holder or his attorney duly authorized in writing. Each Preferred Securities
Certificate surrendered for registration of transfer or exchange shall be
cancelled and subsequently disposed of by an Administrative Trustee in
accordance with customary practice. Registration of transfers or exchanges of
Preferred Securities Certificates shall be effected without service charge by or
on behalf of the Trust, but the Securities Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any such transfer or exchange.



                                     - 21 -
<PAGE>   27

         (b)      If at any time the Depositor or any of its Affiliates (in
either case, a "Depositor Affiliated Owner/Holder") is the Owner or Holder of
any Preferred Securities, such Depositor Affiliated Owner/Holder shall have the
right to deliver to the Property Trustee all or such portion of its Preferred
Securities as it elects and receive, in exchange therefore, a Like Amount of
Notes. Such election (i) shall be exercisable effective on any Distribution Date
by such Depositor Affiliated Owner/Holder delivering to the Property Trustee a
written notice of such election specifying the Liquidation Amount of Preferred
Securities with respect to which such election is being made and the
Distribution Date on which such exchange shall occur, which Distribution date
shall be not less than ten (10) Business Days after the date of receipt by the
Property Trustee of such election notice and (ii) shall be conditioned upon such
Depositor Affiliated Owner/Holder having delivered or caused to be delivered to
the Property Trustee or its designee the Preferred Securities which are the
subject of such election by 10.00 A.M. New York time, on the Distribution Date
on which such exchange is to occur. After the exchange, such Preferred
Securities will be canceled and will no longer be deemed to be Outstanding and
all rights of the Depositor or its Affiliate(s) with respect to such Preferred
Securities will cease.

         (c)      In the case of an exchange described in Section 5.4(b), the
Trust will, on the date of such exchange, exchange Notes having a principal
amount equal to a proportional amount of the aggregate Liquidation Amount of the
outstanding Common Securities, based on the ratio of the aggregate Liquidation
Amount of the Preferred Securities exchanged pursuant to Section 5.4(b) divided
by the aggregate Liquidation Amount of the Preferred Securities Outstanding
immediately prior to such exchange, for such proportional amount of Common
Securities held by the Depositor (which contemporaneously shall be canceled and
no longer be deemed to be outstanding); provided, that the Depositor delivers or
caused to be delivered to the Property Trustee or its designee the required
amount of Common Securities to be exchanged by 10:00 A.M. New York time, on the
Distribution Date on which such exchange is to occur.


         SECTION 5.5     MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
                         CERTIFICATES.

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



                                     - 22 -
<PAGE>   28

         SECTION 5.6     PERSONS DEEMED SECURITYHOLDERS.

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

         SECTION 5.7    ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.

         The Administrative Trustees shall furnish or cause to be furnished (x)
to the Depositor, within fifteen (15) days after receipt by any Administrative
Trustee of a request therefor from the Depositor in writing and (y) to the
Property Trustee, promptly after receipt by any Administrative Trustee of a
request therefor from the Property Trustee in writing in order to enable the
Property Trustee to discharge its obligations under this Trust Agreement, a
list, in such form as the Depositor or the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of a recent date.
If Holders of Trust Securities Certificates evidencing ownership at such time
and for the previous six months of not less than 25% of the outstanding
aggregate Liquidation Amount apply in writing to any Administrative Trustee, and
such application states that the applicants desire to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities Certificates and such application is accompanied by a copy
of the communication that such applicants propose to transmit, then the
Administrative Trustees shall, within five (5) Business Days after the receipt
of such application, afford such applicants access during normal business hours
to the current list of Securityholders. Each Holder, by receiving and holding a
Trust Securities Certificate, and each Owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee or the Administrative Trustees
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.



                                     - 23 -
<PAGE>   29

         SECTION 5.8     MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain in Chicago, Illinois, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Trustees in respect of the Trust Securities and the
Trust Agreement may be served. The Administrative Trustees initially designate
Bank One Trust Company, N.A., 1 Bank One Plaza, Corporate Trust - Suite
IL1-0126, Chicago, Illinois 60670; Attention: Corporate Trust Department, as the
principal corporate trust office for such purposes. The Administrative Trustees
shall give prompt written notice to the Depositor and to the Securityholders of
any change in the location of the Securities Register or any such office or
agency.

         SECTION 5.9     APPOINTMENT OF PAYING AGENT.

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

         At each Time of Delivery, the Depositor shall acquire and retain
beneficial and record ownership of all of the Common Securities then issued by
the Trust, in an amount equal to at least three percent (3%) of the total
capital of the Trust, at the same time as the Preferred Securities are issued
and sold.



                                     - 24 -
<PAGE>   30

         The aggregate Liquidation Amount of the Common Securities at any time
shall not be less than three percent (3%) of the total capital of the Trust. To
the fullest extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another corporation, or any
conveyance, transfer or lease by the Depositor of its properties and assets
substantially as an entirety to any Person, pursuant to Section 8.1 of the
Indenture, any attempted transfer of the Common Securities shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE TRUST AGREEMENT (AS DEFINED BELOW)".

         SECTION 5.11   BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON
                        SECURITIES CERTIFICATE.

         (a)      The Preferred Securities Certificates, upon original issuance,
will be issued in the form of a typewritten Preferred Securities Certificate or
Certificates representing Book-Entry Preferred Securities Certificates, to be
delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust.
Such Preferred Securities Certificate or Certificates shall initially be
registered on the Securities Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no beneficial owner will receive a Definitive
Preferred Securities Certificate representing such beneficial owner's interest
in such Preferred Securities, except as provided in Section 5.13. Except for
Definitive Preferred Securities Certificates as specified herein, unless and
until Definitive Preferred Securities Certificates have been issued to
beneficial owners pursuant to Section 5.13:

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

                  (ii)     the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Trust Agreement relating to the Book-Entry Preferred Securities
         Certificates (including the payment of the Liquidation Amount of and
         Distributions on the Book-Entry Preferred Securities Certificates and
         the giving of instructions or directions to Owners of Book-Entry
         Preferred Securities Certificates) as the sole Holder of Book-Entry
         Preferred Securities Certificates and shall have no obligations to the
         Owners thereof;

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

                  (iv)     the rights of the Owners of the Book-Entry Preferred
         Securities Certificates shall be exercised only through the Clearing
         Agency and shall be limited to those established by law and agreements
         between such Owners and the Clearing Agency and/or the Clearing Agency
         Participants; provided, that solely for the purposes of determining
         whether the Holders of the requisite amount of Preferred Securities
         have voted on any matter provided for in this Trust Agreement, so long
         as Definitive Preferred Security Certificates have not been issued, the
         Trustees may conclusively rely on, and shall be protected in relying
         on, any written instrument (including a proxy) delivered to the
         Trustees by the Clearing Agency setting forth the Owners' votes or
         assigning the right to vote on any matter to any other Persons either
         in whole or in part. Pursuant to the




                                     - 25 -
<PAGE>   31

         Certificate Depository Agreement, unless and until Definitive Preferred
         Securities Certificates are issued pursuant to Section 5.13, the
         initial Clearing Agency will make book-entry transfers among the
         Clearing Agency Participants and receive and transmit payments on the
         Preferred Securities to such Clearing Agency Participants.

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

         SECTION 5.12    NOTICES TO CLEARING AGENCY.

         To the extent that a notice or other communication to the 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 the Owners.

         SECTION 5.13    DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

         If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to act as clearing agency with respect to
the Preferred Securities Certificates, and the Depositor fails to appoint a
qualified successor within ninety (90) days, (b) the Depositor at its option
advises the Trustees in writing that it elects to terminate the book-entry
system through the Clearing Agency or (c) after the occurrence of a Note Event
of Default, Owners of Preferred Securities Certificates representing beneficial
interests aggregating at least a majority of the Liquidation Amount of the
Outstanding Preferred Securities advise the Property Trustee in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interest of the Owners of Preferred Securities Certificates, then the
Property Trustee shall notify the Clearing Agency and the Clearing Agency shall
notify all Owners of Preferred Securities Certificates and the other Trustees of
the occurrence of any such event and of the availability of the Definitive
Preferred Securities Certificates to Owners of such class or classes, as
applicable, requesting the same. Upon surrender to the Property Trustee of the
typewritten Preferred Securities Certificate or Certificates representing the
Book-Entry Preferred Securities Certificates by the Clearing Agency, accompanied
by registration instructions, the Administrative Trustees, or any one of them,
shall execute the Definitive Preferred Securities Certificates in accordance
with the instructions of the Clearing Agency. Neither the Securities Registrar
nor the Trustees shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Preferred Securities Certificates,
the Trustees shall recognize the Holders of the Definitive Preferred Securities
Certificates as Securityholders. The Definitive Preferred Securities
Certificates shall be printed, lithographed or engraved or may be produced in
any other manner as is reasonably acceptable to the Administrative Trustees, as
evidenced by the execution thereof by the Administrative Trustees or any one of
them.



                                     - 26 -
<PAGE>   32

         SECTION 5.14    RIGHTS OF SECURITYHOLDERS.

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


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

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

                  (i)      the Note Issuer or the Note Guarantor has paid or
         deposited with the Note Trustee a sum sufficient to pay

                           (A)      all overdue installments of interest
                  (including any Additional Interest) on, and any other
                  Additional Amounts with respect to, all of the Notes,

                           (B)      the principal of and premium on any Notes
                  which have become due otherwise than by such declaration of
                  acceleration and interest thereon and any Additional Amounts
                  with respect thereto at the rate or rates borne by or provided
                  for in the Notes,

                           (C)      to the extent the payment of such interest
                  or Additional Amounts is lawful, interest upon overdue
                  installments of any interest and Additional Amounts at the
                  rate or rates borne by or provided for in the Notes, and



                                     - 27 -
<PAGE>   33

                           (D)      all sums paid or advanced by the Note
                  Trustee under the Indenture and the reasonable compensation,
                  expenses, disbursements and advances of the Note Trustee, its
                  agents and counsel and all other amounts due the Note Trustee
                  under the Indenture; and

                  (ii)     all Note Events of Default, other than the
         non-payment of the principal of, any premium and interest on, and any
         Additional Amounts with respect to the Notes which have become due
         solely by such acceleration, have been cured or waived as provided in
         Section 5.13 of the Indenture.

         No such rescission shall affect any subsequent default or impair any
right consequent thereon.

         The Holders of not less than a majority in Liquidation Amount of the
Preferred Securities then Outstanding may, on behalf of the Holders of all the
Preferred Securities, waive any past default under the Indenture, except a
default (i) in the payment of principal of, any premium or interest (including
any Additional Interest) on, or any other Additional Amounts with respect to,
the Notes or (ii) in respect of a covenant or provision which under the
Indenture cannot be modified or amended without the consent of the holder of
each outstanding Note.

         Upon receipt by the Property Trustee of written notice declaring such
an acceleration, or rescission and annulment thereof, by Holders of the
Preferred Securities all or part of which are represented by Book-Entry
Preferred Securities Certificates, a record date shall be established for
determining Holders of Outstanding Preferred Securities entitled to join in such
notice, which record date shall be at the close of business on the day the
Property Trustee receives such notice. The Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to join in
such notice, whether or not such Holders remain Holders after such record date;
provided, that, unless such declaration of acceleration, or rescission and
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day which is
ninety (90) days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice which has been canceled
pursuant to the proviso to the preceding sentence, in which event a new record
date shall be established pursuant to the provisions of this Section 5.14(b).

         (c)      For so long as any Preferred Securities remain Outstanding, to
the fullest extent permitted by law and subject to the terms of this Trust
Agreement and the Indenture, any Holder of Preferred Securities shall have the
right, upon a Note Event of Default specified in Section 5.1(1) or 5.1(2) of the
Indenture, to institute directly a proceeding against the Note Issuer or the
Note Guarantor, as the case may be, pursuant to Section 5.8 of the Indenture,
for enforcement of payment to such Holder of the principal of, and any premium
and (subject to the provisions of the Indenture) interest (including any
Additional Interest) on, and any other Additional Amounts with respect to, such
Notes having a principal amount equal to the Liquidation Amount of the Preferred
Securities of such Holder (a "Direct Action"). In connection with any such
Direct



                                     - 28 -
<PAGE>   34

Action, the rights of the Holders of Common Securities will be subrogated to the
rights of any Holder of Preferred Securities to the extent of any payment made
by the Note Issuer or the Note Guarantor, as the case may be, to such Holder of
Preferred Securities as a result of such Direct Action. Except as set forth in
Section 5.14(b) and (c), or as otherwise contemplated by the Indenture, the
Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the Notes.

                                  ARTICLE VI.
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.1     LIMITATIONS ON VOTING RIGHTS.

         (a)      Except as provided in this Section, in Sections 5.14, 8.10 and
10.2 and in the Indenture and as otherwise required by law, no Holder of
Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the 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)      So long as any Notes are held by the Property Trustee, the
Trustees shall not

                  (i)      direct the time, method and place of conducting any
         proceeding for any remedy available to the Note Trustee, or executing
         any trust or power conferred on the Note Trustee with respect to such
         Notes,

                  (ii)     waive any past default which is waivable under
         Section 5.13 of the Indenture,

                  (iii)    exercise any right to rescind or annul a declaration
         that the principal of all the Notes shall be due and payable, or

                  (iv)     consent to any amendment, modification or termination
         of the Indenture or the Notes, where such consent shall be required,

without, in each case, obtaining the prior approval of the Holders of at least a
majority in Liquidation Amount of all Outstanding Preferred Securities;
provided, however, that where a consent under the Indenture would require the
consent of each holder of Notes affected thereby, no such consent shall be given
by the Property Trustee without the prior written consent of each Holder of
Preferred Securities. The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of Preferred Securities, except
by a subsequent vote of the Holders of Preferred Securities. The Property
Trustee shall notify all Holders of the Preferred Securities of any notice of
default received from the Note Trustee with respect to the Notes. In addition to
obtaining the foregoing approvals of the Holders of the Preferred Securities,
prior to taking any of the foregoing actions, the Trustees shall, at the expense
of the Depositor, obtain an Opinion of Counsel rendered by counsel experienced
in such matters to the effect that the Trust will not be classified as an
association taxable as a corporation for United States Federal income tax
purposes on account of such action.



                                     - 29 -
<PAGE>   35

         (c)      If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect,

                  (i)      any action that would adversely affect in any
         material respect the powers, preferences or special rights of the
         Preferred Securities, whether by way of amendment to the Trust
         Agreement or otherwise, or

                  (ii)     the dissolution, winding-up or termination of the
         Trust, other than pursuant to the terms of this Trust Agreement, then
         the Holders of Outstanding Preferred Securities as a class will be
         entitled to vote on such amendment or proposal and such amendment or
         proposal shall not be effective except with the approval of the Holders
         of at least a majority in Liquidation Amount of the Outstanding
         Preferred Securities. No amendment to this Trust Agreement may be made
         if, as a result of such amendment, the Trust would be classified as an
         association taxable as a corporation for United States federal income
         tax purposes.

         SECTION 6.2     NOTICE OF MEETINGS.

         Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least fifteen (15) days and not more than ninety (90)
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

         SECTION 6.3     MEETINGS OF PREFERRED SECURITYHOLDERS.

         No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of 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 Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of Preferred Securityholders to vote on any
matters as to which Preferred Securityholders are entitled to vote. Preferred
Securityholders of record of 50% of the Outstanding Preferred Securities (based
upon their Liquidation Amount), present in person or by proxy, shall constitute
a quorum at any meeting of Securityholders. If a quorum is present at a meeting,
an affirmative vote by the Preferred Securityholders of record present, in
person or by proxy, holding a majority of the Preferred Securities (based upon
their Liquidation Amount) held by the Preferred Securityholders of record
present, either in person or by proxy, at such meeting shall constitute the
action of the 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.



                                     - 30 -
<PAGE>   36

         SECTION 6.5     PROXIES, ETC.

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

         SECTION 6.6    SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Any required approval or action which may be given or taken by
Securityholders at a meeting convened for such purpose may be given or taken
without a meeting and without prior notice 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 to act by written consent, or to
participate in any distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees may from time to time
fix a date, not more than ninety (90) days prior to the date of any meeting of
Securityholders or the payment of a distribution or other action, as the case
may be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

         SECTION 6.8    ACTS OF SECURITYHOLDERS.

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




                                     - 31 -
<PAGE>   37

sufficient for any purpose of this Trust Agreement and (subject to Section 8.1)
conclusive in favor of the Trustees, if made in the manner provided in this
Section. The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Where such execution is by
a signer acting in a capacity other than his individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which any Trustee receiving the same deems sufficient. The
ownership of Preferred Securities shall be proved by the Securities Register.
Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security. Without limiting the
foregoing, a Securityholder entitled hereunder to take any action hereunder with
regard to any particular Trust Security may do so with regard to all or any part
of the Liquidation Amount of such Trust Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such Liquidation Amount. If any dispute shall arise
between the Securityholders and the Administrative Trustees or among such
Securityholders or Trustees with respect to the authenticity, validity or
binding nature of any request, demand, authorization, direction, consent, waiver
or other Act of such Securityholder or Trustee under this Article VI, then the
determination of such matter by the Property Trustee shall be conclusive with
respect to such matter.

         SECTION 6.9     INSPECTION OF RECORDS.

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

                                  ARTICLE VII.
                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.1     REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE
                         AND THE DELAWARE TRUSTEE.

         The Property Trustee and the Delaware Trustee, each severally on behalf
of and solely as each such representation or warranty applies to itself, hereby
represents and warrants for the benefit of the Depositor and the Securityholders
that:

         (a)      the Property Trustee is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States, and the Delaware Trustee is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;



                                     - 32 -
<PAGE>   38

         (b)      each of the Property Trustee and the Delaware 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,
and, in the case of the Delaware Trustee, satisfies for the Trust Section
3807(a) of the Delaware Business Trust Act;

         (c)      this Trust Agreement has been duly authorized, executed and
delivered by each of the Property Trustee and the Delaware Trustee and
constitutes the respective valid and legally binding agreement of each of the
Property Trustee and the Delaware 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;

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

         (e)      neither the authorization, execution or delivery by the
Property Trustee or the Delaware Trustee, as the case may be, of this Trust
Agreement nor the consummation of any of the transactions by the Property
Trustee or the Delaware Trustee, as the case may be, contemplated herein or
therein requires the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to any
governmental authority or agency under any existing Federal law governing the
corporate, banking or trust powers of the Property Trustee or the Delaware
Trustee, as appropriate in context, under the laws of the United States or the
State of Delaware; and

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



                                     - 33 -
<PAGE>   39

         SECTION 7.2     REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

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

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

                                  ARTICLE VIII.
                                  THE TRUSTEES

         SECTION 8.1     CERTAIN DUTIES AND RESPONSIBILITIES.

         (a)      The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee,
subject to the Trust Indenture Act. Notwithstanding the foregoing, no provision
of this Trust Agreement shall require the Trustees to expend or risk their own
funds or otherwise incur any financial liability in the performance of any of
their duties hereunder, or in the exercise of any of their rights or powers, if
they shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section.
To the extent that, at law or in equity, an Administrative Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Securityholders, such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Administrative
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of the
Administrative 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 and, in the case of the Property Trustee, in
the Trust Indenture Act.



                                     - 34 -
<PAGE>   40

         (c)      No provision of this Trust Agreement shall be construed to
relieve the Property Trustee from liability for its own bad faith, negligence or
willful misconduct, except that: (i) the Property Trustee undertakes to perform
only those duties specifically set forth in this Agreement, provided that, it
must exercise the same degree of care as a prudent person would exercise in the
conduct of his or her own affairs; (ii) 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; (iii) the Property Trustee shall
not be liable with respect to any action taken or omitted to be taken by it in
good faith in accordance with the direction of the Holders of not less than a
majority in 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; (iv) the Property Trustee's sole duty with
respect to the custody, safe keeping and physical preservation of the Notes and
the Payment Account shall be to deal with such Property in a similar manner as
the Property Trustee deals with similar property for its own account, subject to
the protections and limitations on liability afforded to the Property Trustee
under this Trust Agreement and the Trust Indenture Act; (v) the Property Trustee
shall not be liable for any interest on any money received by it except as it
may otherwise agree with the Depositor; and money held by the Property Trustee
need not be segregated from other funds held by it except in relation to the
Payment Account maintained by the Property Trustee pursuant to Section 3.1 and
except to the extent otherwise required by law; and (vi) the Property Trustee
shall not be responsible for monitoring the compliance by the Administrative
Trustees or the Depositor with their respective duties under this Trust
Agreement, nor shall the Property Trustee be liable for the default or
misconduct of the Administrative Trustees or the Depositor.

         SECTION 8.2    CERTAIN NOTICES.

         Within ninety (90) days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such Event of
Default to the Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived. Within five (5)
Business Days after the receipt of notice of the Note Issuer's exercise of its
right to defer the payment of interest on the Notes pursuant to the Indenture,
the Administrative Trustees shall transmit, in the manner and to the extent
provided in Section 10.8, notice of such exercise to the Securityholders and the
Property Trustee, unless such exercise shall have been revoked.

         SECTION 8.3    CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

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



                                     - 35 -
<PAGE>   41

         (b)      if (i) in performing its duties under this Trust Agreement the
Property Trustee is required to decide between alternative courses of action or
(ii) in construing any of the provisions of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor and the Property Trustee shall be fully
protected in acting in accordance with such instructions; provided, however,
that if the Property Trustee does not receive such instructions of the Depositor
within ten (10) 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 (2) Business Days), it may, but shall be
under no duty to, take or refrain from taking such action not inconsistent with
this Trust Agreement as it shall deem advisable and in the best interests of the
Securityholders, in which event the Property Trustee shall have no liability
except for its own bad faith, negligence or willful misconduct;

         (c)      any direction or act of the Depositor or the Administrative
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 rely upon an Officers' Certificate which,
upon receipt of such request, shall be promptly delivered by the Depositor or
the Administrative Trustees;

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

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

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



                                     - 36 -
<PAGE>   42

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

         (i)      the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents or attorneys, provided that the Property Trustee shall be responsible for
its own negligence or recklessness with respect to selection of any agent or
attorney appointed by it hereunder;

         (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 protected in acting in accordance with such instructions; and

         (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.

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

         SECTION 8.4     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

         SECTION 8.5    MAY HOLD SECURITIES.

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



                                     - 37 -
<PAGE>   43

         SECTION 8.6     COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

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

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

         (c)      to indemnify (i) each of the Trustees or any predecessor
Trustee (ii) any Affiliate of any Trustee, and (iii) any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of any Trustee (each of the Persons in (i) through (iii) is
referred to as an "Indemnified Person") for, and to hold each Indemnified Person
harmless against, any loss, damage, claims, liability, penalty or expense
incurred without bad faith, negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
Trust Agreement, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder; and

         (d)      to the fullest extent permitted by applicable law, to advance
reasonable out-of pocket expenses (including legal fees) incurred by any
Indemnified Person from time to time in defending any claim, demand, action,
suit or proceeding, prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by the Depositor of an undertaking by or
on behalf of the Indemnified Person to repay such amount if it shall be
determined that the Indemnified Person is not entitled to be indemnified as
authorized in the preceding sentence.

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement or the resignation or removal of any Trustee. 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     CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF
                         TRUSTEES.

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



                                     - 38 -
<PAGE>   44

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

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

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

         SECTION 8.9     CO-TRUSTEES AND SEPARATE TRUSTEE.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within fifteen (15) days after the receipt by
it of a request so to do, or in case a Note Event of Default has occurred and is
continuing, the Property Trustee alone shall have power to make such
appointment. Any co-trustee or separate trustee appointed



                                     - 39 -
<PAGE>   45

pursuant to this Section shall either be (i) a natural person who is at least 21
years of age and a resident of the United States or (ii) a legal entity with its
principal place of business in the United States that shall act through one or
more persons authorized to bind such entity. Should any written instrument from
the Depositor be required by any co-trustee or separate trustee so appointed for
more fully confirming to such co- trustee or separate trustee such property,
title, right, or power, any and all such instruments shall, on request, be
executed, acknowledged and delivered by the Depositor. Every co-trustee or
separate trustee shall, to the extent permitted by law, but to such extent only,
be appointed subject to the following terms, namely:

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

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

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

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

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

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

         SECTION 8.10    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

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



                                     - 40 -
<PAGE>   46

8.11. Subject to the immediately preceding sentence, the Relevant Trustee may
resign at any time with respect to the Trust Securities by giving written notice
thereof to the Depositor. If the instrument of acceptance by the successor
Trustee required by Section 8.11 shall not have been delivered to the Relevant
Trustee within thirty (30) days after the giving of such notice of resignation,
the Relevant Trustee may petition, at the expense of the Depositor, any court of
competent jurisdiction for the appointment of a successor Relevant Trustee with
respect to the Trust Securities. Unless a Note Event of Default shall have
occurred and be continuing, any Trustee may be removed at any time by Act of the
Common Securityholder. If a Note Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). In no event will the Holders of
Preferred Securities have the right to vote to appoint, remove or replace the
Administrative Trustees. An Administrative Trustee may be removed by Act of the
Common Securityholder at any time. If any Trustee shall resign, be removed or
become incapable of acting as Trustee, or if a vacancy shall occur in the office
of any Trustee for any cause, at a time when no Note Event of Default shall have
occurred and be continuing, the Common Securityholder, by Act of the Common
Securityholder delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees with respect to the Trust Securities and the
Trust, and the retiring Trustee shall comply with the applicable requirements of
Section 8.11. If the Property Trustee or the Delaware Trustee shall resign, be
removed or become incapable of continuing to act as the Property Trustee or the
Delaware Trustee, as the case may be, at a time when a Note Event of Default
shall have occurred and be continuing, the Preferred Securityholders, by Act of
the Securityholders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees with respect to the
Trust Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when a Note Event of Default shall have occurred and be continuing, the
Common Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee shall promptly appoint a successor Administrative Trustee
or Administrative Trustees with respect to the Trust Securities and the Trust,
and such successor Administrative Trustee or Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee with
respect to the Trust Securities shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee with respect to
the Trust Securities. The Depositor shall give notice of each resignation and
each removal of the Property Trustee or the Delaware Trustee and each
appointment of a successor Property Trustee or Delaware Trustee to all
Securityholders in the manner provided in Section 10.8. Each notice shall
include the name of the successor Relevant Trustee and the address of its
Corporate Trust Office if it is the Property Trustee. Notwithstanding the
foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Depositor, incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (a)
the unanimous act of remaining Administrative



                                     - 41 -
<PAGE>   47

Trustees if there are at least two of them or (b) otherwise by the Depositor
(with the successor in each case being a Person who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 8.7).

         SECTION 8.11    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Trustee such
successor Trustee so appointed shall execute, acknowledge and deliver to the
Trust and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee; but, on the request of the Depositor or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and if the Property Trustee is the
resigning Trustee shall duly assign, transfer and deliver to the successor
Trustee all property and money held by such retiring Property Trustee hereunder.
In case of the appointment hereunder of a successor Relevant Trustee with
respect to the Trust Securities and the Trust, the retiring Relevant Trustee (if
requested by the Depositor) and each successor Relevant Trustee with respect to
the Trust Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which:

         (a)      shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant
Trustee all the rights, powers, trusts and duties of the retiring Relevant
Trustee with respect to the Trust Securities and the Trust and

         (b)      shall add to or change any of the provisions of this Trust
Agreement as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Relevant Trustee, it being understood
that nothing herein or in such amendment shall constitute such Relevant Trustees
co-trustees of the same trust and that each such Relevant Trustee shall be
trustee of a trust or trusts hereunder separate and apart from any trust or
trusts hereunder administered by any other such Relevant Trustee and upon the
execution and delivery of such amendment the resignation or removal of the
retiring Relevant Trustee shall become effective to the extent provided therein
and each such successor Relevant Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Relevant Trustee with respect to the Trust Securities and the
Trust; 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 with respect to the Trust
Securities and the Trust. Upon request of any such successor Relevant Trustee,
the Trust shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Relevant Trustee all such rights,
powers and trusts referred to in the 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.



                                     - 42 -
<PAGE>   48

         SECTION 8.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                        BUSINESS.

         Any corporation into which the Property Trustee or the Delaware Trustee
(or any Administrative Trustee that is not a natural person) may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Relevant Trustee
shall be a party, shall be the successor of such Relevant Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

         SECTION 8.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR,
                        NOTE ISSUER OR TRUST.

         If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor, the Note Issuer or the Trust (or any other
obligor upon the Notes or the Trust Securities), the Property Trustee or the
Delaware Trustee, as the case may be, shall be subject to and shall take all
actions necessary in order to comply with the provisions of the Trust Indenture
Act regarding the collection of claims against the Depositor, Note Issuer or
Trust (or any such other obligor).

         SECTION 8.14   REPORTS BY PROPERTY TRUSTEE.

         (a)      Within sixty (60) days after May 15 of each year commencing
with the first May 15 following the first issuance of Preferred Securities
pursuant to this Trust Agreement, the Property Trustee shall transmit to all
Securityholders in accordance with Section 10.8, and to the Depositor, a brief
report dated as of such May 15 with respect to: (i) its eligibility under
Section 8.7 or, in lieu thereof, if to the best of its knowledge it has
continued to be eligible under said Section, a written statement to such effect;
(ii) a statement that the Property Trustee has complied with all of its
obligations under this Trust Agreement during the twelve-month period (or, in
the case of the initial report, the period since the Closing Time) ending with
such May 15 or, if the Property Trustee has not complied in any material respect
with such obligations, a description of such noncompliance; and (iii) any change
in the property and funds in its possession as Property Trustee since the date
of its last report and any action taken by the Property Trustee in the
performance of its duties hereunder which it has not previously reported and
which in its opinion materially affects the Trust Securities.

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

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



                                     - 43 -
<PAGE>   49

         SECTION 8.15   REPORTS TO THE PROPERTY TRUSTEE.

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

         SECTION 8.16   EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

         SECTION 8.17   NUMBER OF TRUSTEES.

         (a)      The number of Trustees shall be five (5), provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees. The Property Trustee and the
Delaware Trustee may be the same person if the Property Trustee meets the
applicable requirements.

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

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

         SECTION 8.18   DELEGATION OF POWER.

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

         (b)      The Administrative Trustees shall have power to delegate from
time to time to such of their number or to the Depositor the doing of such
things and the execution of such


                                     - 44 -
<PAGE>   50

instruments either in the name of the Trust or the names of the Administrative
Trustees or otherwise as the Administrative Trustees may deem expedient, to the
extent such delegation is not prohibited by applicable law or contrary to the
provisions of the Trust, as set forth herein.

         SECTION 8.19   PROPERTY TRUSTEE MAY FILE PROOFS OF CLAIM.

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

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

         (b)      to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

         Nothing herein contained shall be deemed to authorize the Property
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement adjustment or compensation affecting the
Trust Securities or the rights of any Holder thereof or to authorize the
Property Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                                  ARTICLE IX.
                DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER

         SECTION 9.1    DISSOLUTION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on
December 31, 2056 (the "Expiration Date").



                                     - 45 -
<PAGE>   51

         SECTION 9.2    EARLY DISSOLUTION.

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

         (a)      the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Note Issuer or the Note Guarantor;

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

         (c)      the redemption of all of the Trust Securities in connection
with the redemption of all the Notes; and

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

         SECTION 9.3    TERMINATION.

         The respective obligations and responsibilities of the Trustees and the
Trust shall terminate upon the latest to occur of the following:

         (a)      the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities;

         (b)      the payment of any expenses owed by the Trust; and

         (c)      the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

         SECTION 9.4    LIQUIDATION.

         (a)      If an Early Termination Event specified in clause (a), (b), or
(d) of Section 9.2 occurs or upon the Expiration Date, the Trust shall be
liquidated by the Trustees as expeditiously as the Trustees determine to be
possible by distributing, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, to each Securityholder a Like Amount of
Notes, subject to Section 9.4(e).

         (b)      Notice of liquidation shall be given by the Property Trustee
by first-class mail, postage prepaid mailed not later than thirty (30) nor more
than sixty (60) days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall: (i) state the Liquidation Date; (ii) state that
from and after the Liquidation Date, the Trust Securities will no longer be
deemed to be outstanding and any Trust Securities Certificates not surrendered
for exchange will be deemed to



                                     - 46 -
<PAGE>   52

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

         (c)      Except where Section 9.2(c) or 9.4(e) applies, in order to
effect the liquidation of the Trust and distribution of the Notes to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than forty-five (45) days prior to the
Liquidation Date) and, either itself acting as exchange agent or through the
appointment of a separate exchange agent, shall establish such procedures as it
shall deem appropriate to effect the distribution of Notes in exchange for the
outstanding Trust Securities Certificates.

         (d)      Except where Section 9.2(c) or 9.4(e) applies, on and after
the Liquidation Date, (i) the Trust Securities will no longer be deemed to be
outstanding, (ii) certificates representing a Like Amount of Notes will be
issued to the Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall cause the Note Issuer to use its reasonable efforts to have
the Notes listed or traded on the such stock exchange, interdealer quotation
system and/or other self-regulatory organization as the Preferred Securities are
then listed or traded, (iv) any Trust Securities Certificates not so surrendered
for exchange will be deemed to represent a Like Amount of Notes, accruing
interest at the rate provided for in the Notes from the last Distribution Date
on which a Distribution was made on such Trust Securities Certificates until
such certificates are so surrendered (and until such certificates are so
surrendered, no payments of interest or principal will be made to Holders of
Trust Securities Certificates with respect to such Notes) and (v) all rights of
Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Notes upon surrender of Trust Securities
Certificates.

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



                                     - 47 -
<PAGE>   53

         SECTION 9.5    MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS
                        OF THE TRUST.

         The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other entity, except
pursuant to this Section 9.5 or Section 9.4. The Trust may, at the request of
the Depositor, with the consent of only the Administrative Trustees and without
the consent of the Holders of the Preferred Securities, merge with or into,
convert into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the
Depositor expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Notes, (iii)
the Successor Securities are listed or traded, or any Successor Securities will
be listed upon notification of issuance, on any national securities exchange or
other organization on which the Preferred Securities are then listed or traded,
if any, (iv) such merger, conversion, 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, conversion, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the Holders of the Preferred
Securities (including any Successor Securities) in any material respect, (vi)
such successor entity has a purpose substantially identical to that of the
Trust, (vii) prior to such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
Opinion of Counsel rendered by independent counsel experienced in such matters
to the effect that (a) such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the rights,
preferences and privileges of the Holders of the Preferred Securities (including
any Successor Securities) in any material respect, and (b) following such
merger, conversion, 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 Investment Company Act and (viii)
the Depositor (or any permitted successor or assignee) owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of Holders of 100% in Liquidation Amount of the Preferred
Securities, consolidate, amalgamate, merge with or into, convert into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, convert into, or replace it if such
consolidation, amalgamation, merger, conversion, 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.



                                     - 48 -
<PAGE>   54

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1   LIMITATION OF RIGHTS OF SECURITYHOLDERS.

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

         SECTION 10.2   AMENDMENT.

         (a)      This Trust Agreement may be amended from time to time by the
Administrative Trustees and the Depositor, without the consent of any
Securityholders, (i) to cure any ambiguity, correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make any
other provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, or (ii) to modify, eliminate or add to any provisions of 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
Investment Company; provided, however, that in the case of clause (i), such
action shall not adversely affect in any material respect the interests of any
Securityholder. Any such amendments of this Trust Agreement shall become
effective when notice thereof is given to the Securityholders.

         (b)      Except as provided in Section 10.2(c) hereof, any provision of
this Trust Agreement may be amended by the Administrative Trustees and the
Depositor with (i) the consent of Trust Securityholders representing not less
than a majority (based upon Liquidation Amounts) of the Trust Securities then
outstanding and (ii) receipt by the Administrative 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 status of an investment company under the Investment
Company Act.

         (c)      In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount 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, this paragraph (c) of this Section 10.2 may not be amended.



                                     - 49 -
<PAGE>   55

         (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 Trust to fail or cease to qualify for the exemption from
status of an investment company under the Investment Company Act or fail or
cease to be classified as a grantor trust for United States Federal income tax
purposes.


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

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

         (g)      Neither the Property Trustee nor the Delaware Trustee shall be
required to enter into any amendment to this Trust Agreement which affects its
own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

         SECTION 10.3   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.

         This Trust Agreement and the rights and obligations of each of the
Securityholders, the Trust and the Trustees with respect to this Trust Agreement
and the Trust Securities shall be construed in accordance with and governed by
the laws of the State of Delaware (without regard to conflict of laws
principles).

         SECTION 10.5   PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Sections 4.1(a) and 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 Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article 8 of the Indenture and pursuant to which the assignee



                                     - 50 -
<PAGE>   56

agrees in writing to perform the Depositor's obligations hereunder, the
Depositor 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 Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Trenwick America
Corporation, One Canterbury Green, Stamford, Connecticut 06901; Attention:
___________, facsimile no.: _______________. Any notice to Preferred
Securityholders shall also be given to such owners as have, within two years
preceding the giving of such notice, filed their names and addresses with the
Property Trustee for that purpose. Such notice, demand or other communication to
or upon a Securityholder shall be deemed to have been sufficiently given or
made, for all purposes, upon hand delivery, mailing or transmission. Any notice,
demand or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon the Trust, the Property
Trustee or the Administrative Trustees shall be given in writing addressed
(until another address is published by the Trust) as follows: (a) with respect
to the Property Trustee, to Bank One Trust Company, N.A., 1 Bank One Plaza,
Corporate Trust - Suite IL1-0126, Chicago, Illinois 60670, Attention: ; (b) with
respect to the Delaware Trustee, to Bank One Delaware, Inc., Three Christiana
Center, 201 N. Walnut Street, Wilmington, Delaware 19801, Attention: Legal
Department/First USA; and (c) with respect to the Administrative Trustees, to
them at c/o Trenwick America Corporation, One Canterbury Green, Stamford,
Connecticut 06901, marked "Attention Administrative Trustees of Trenwick America
Capital Trust II." 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 Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been dissolved in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust

                                     - 51 -
<PAGE>   57

or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination 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 a
trustee for the purposes of the Trust Indenture Act.

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

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

         SECTION 10.11  ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND
                        INDENTURE.

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

         SECTION 10.12  AGREED TAX TREATMENT OF THE TRUST AND TRUST SECURITIES.

         The parties hereto and, by its acceptance or acquisition of a Trust
Security or a beneficial interest therein, the Holder of, and any Person that
acquires a beneficial interest in, such Trust Security intend and agree to treat
the Trust as a grantor trust for United States federal, state and


                                     - 52 -
<PAGE>   58

local tax purposes, and to treat the Trust Securities (including but not limited
to all payments and proceeds with respect to such Trust Securities) as undivided
beneficial ownership interests in the Trust Property (and payments and proceeds
therefore, respectively) for United States federal, state and local tax
purposes. The provisions of this Trust Agreement shall be interpreted to further
this intention and agreement of the parties.









                                     - 53 -
<PAGE>   59

         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement as of the day and year first above written.

                          TRENWICK AMERICA CORPORATION, as Depositor


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


                          BANK ONE TRUST COMPANY, N.A., as
                            Property Trustee


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


                          BANK ONE DELAWARE, INC., as Delaware Trustee


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


                          JOHN V. DEL COL, as Administrative Trustee


                          --------------------------------------------
                                       John V. Del Col



                          YVONNE M. POSTER, as Administrative Trustee


                          --------------------------------------------
                                       Yvonne M. Poster



                          DAVID M. FINKELSTEIN, as Administrative Trustee


                          --------------------------------------------
                                     David M. Finkelstein



                                     - 54 -
<PAGE>   60
                                                                       EXHIBIT A




                              CERTIFICATE OF TRUST

                                       OF

                        TRENWICK AMERICA CAPITAL TRUST II


         THIS Certificate of Trust of Trenwick America Capital Trust II (the
"Trust"), dated as of June 15, 2001, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 DEL. C. Sections 3801, et seq.).

         1.       Name. The name of the business trust formed hereby is Trenwick
America Capital Trust II.


         2.       Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware is c/o
Bank One Delaware, Inc., Three Christiana Center, 201 N. Walnut Street,
Wilmington, Delaware 19801.

         3.       Effective Date. This Certificate of Trust shall be effective
upon filing with the Secretary of the State of the State of Delaware.





                                      A-1

<PAGE>   61



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



                                   BANK ONE TRUST COMPANY, N.A., as trustee
                                   of the Trust

                                   By:   /s/ Sandra L. Caruba
                                         --------------------------------------
                                         Name:       Sandra L. Caruba
                                                  -----------------------------
                                         Title:      Vice President
                                                  -----------------------------


                                   BANK ONE DELAWARE, INC., as trustee of
                                   the Trust

                                   By:   /s/ Sandra L. Caruba
                                         --------------------------------------
                                         Name:       Sandra L. Caruba
                                                -------------------------------
        `                                Title:     Vice President
                                                -------------------------------



                                   JOHN V. DEL COL, as Administrative Trustee


                                                 /s/ John V. Del Col
                                   --------------------------------------------
                                                 John V. Del Col



                                   YVONNE M. POSTER, as Administrative Trustee


                                               /s/ Yvonne M. Poster
                                   --------------------------------------------
                                               Yvonne M. Poster



                                   DAVID M. FINKELSTEIN, as Administrative
                                     Trustee


                                             /s/ David M. Finkelstien
                                   ---------------------------------------------
                                             David M. Finkelstein








                                      A-2
<PAGE>   62



                                                                       EXHIBIT B



                       [FORM OF LETTER OF REPRESENTATIONS]

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

Attention: John C. Drennan
General Counsel's Officer

Re: Trenwick America Capital Trust II _____% Trust Originated Preferred
Securities

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of the
Trenwick America Capital Trust II ____% Trust Originated Preferred Securities
(the "Preferred Securities"), of Trenwick America Capital Trust II, a Delaware
business trust (the "Issuer"), governed by an Amended and Restated Trust
Agreement among Trenwick America ("Trenwick") and Bank One Trust Company, N.A.,
as Property Trustee, Bank One Delaware, Inc., as Delaware Trustee, and the
Administrative Trustees named therein. The payment of distributions on the
Preferred Securities, and payments due upon liquidation of Issuer or redemption
of the Preferred Securities, to the extent the Issuer has funds available for
the payment thereof are guaranteed by Trenwick Group Ltd., a company duly
organized and existing under the laws of Bermuda and the parent of Trenwick
America Corporation ("Trenwick America"), to the extent set forth in a Guarantee
Agreement dated ______________, 2001 by Trenwick with respect to the Preferred
Securities. Trenwick America and the Issuer propose to sell the Preferred
Securities to certain Underwriters (the "Underwriters") pursuant to an
Underwriting Agreement dated __________, 2001 by and among the Underwriters, the
Issuer and Trenwick and the Underwriters wish to take delivery of the Preferred
Securities through DTC. First Chicago Trust Company of New York, a division of
EquiServe LP is acting as transfer agent and registrar with respect to the
Preferred Securities (the "Transfer Agent and Registrar").

         To induce DTC to accept the Preferred Securities as eligible for
deposit at DTC, and to act in accordance with DTC's rules with respect to the
Preferred Securities, the Issuer, the Transfer Agent and Registrar and DTC agree
among each other as follows:

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



                                     B-1
<PAGE>   63

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment 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.

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

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

         (4)      In the event of distribution on, or an offering or issuance of
rights with respect to, the Preferred Securities outstanding, the Issuer or the
Transfer Agent and Registrar shall send DTC a notice specifying: (a) the amount
of and conditions, if any, applicable to the payment of any such distribution or
any such offering or issuance of rights; (b) any applicable expiration or
deadline date, or any date by which any action on the part of the holders of
Preferred Securities is required; and (c) the date any required notice is to be
mailed by or on behalf of the Issuer to holders of Preferred Securities or
published by or on behalf of the Issuer (whether by mail or publication, the
"Publication Date"). Such notice shall be sent to DTC by a secure means (e.g.,
legible telecopy, registered or certified mail, overnight delivery) in a timely
manner designed to assure that such notice is in DTC's possession no later than
the close of business on the business day before the Publication Date. The
Issuer or the Transfer Agent and Registrar will forward such notice either in a
separate secure transmission for each CUSIP number or in a secure transmission
of multiple CUSIP numbers (if applicable) that includes a manifest or list of
each CUSIP number submitted in that transmission. (The party sending such notice
shall have a method to verify subsequently the use of such means and the
timeliness of such notice.) The Publication Date shall be not less than thirty
(30) calendar days nor more than sixty (60) calendar days prior to the payment
of any such distribution or any such offering or issuance of rights with respect
to the Preferred Securities. After establishing the amount of payment to be made
on the Preferred Securities, the Issuer or the Transfer Agent and Registrar will
notify DTC's Dividend Department of such payment five (5) business days prior to
payment date. Notices to DTC's Dividend Department by telecopy shall be sent to
(212) 709-1723. Such notices by mail or by any other means shall be sent to:

                        Manager, Announcements
                        Dividend Department
                        The Depository Trust Company
                        7 Hanover Square, 23rd Floor
                        New York, New York 10004-2695.

                                      B-2

<PAGE>   64
         The Issuer or the Transfer Agent and Registrar shall confirm DTC's
receipt of such telecopy by telephoning the Dividend Department at (212)
709-1270.

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

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

         (6) In the event of any invitation to tender the Preferred Securities,
notice specifying the terms of the tender and the Publication Date of such
notice shall be sent by the Issuer or the Transfer Agent and Registrar to DTC by
a secure means and in a timely manner as described in paragraph 4. Notices to
DTC pursuant to this paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes) shall be sent, unless
notification to another department is expressly provided for herein, by telecopy
to DTC's Reorganization Department at (212) 709-1093 or (212) 709-1094 and
receipt of such notice shall be confirmed by telephoning (212) 709-6884, or by
mail or any other means to:

                        Manager, Reorganization Department
                        Reorganization Window
                        The Depository Trust Company
                        7 Hanover Square, 23rd Floor \
                        New York, New York 10004-2695.

         (7)      All notices and payment advices sent to DTC shall contain the
CUSIP number or numbers of the Preferred Securities and the accompanying
designation of the Preferred Securities, which, as of the date of this letter,
is Trenwick America Capital Trust II ___% Trust Originated Preferred Securities.

         (8)      Distribution payments or other cash payments with respect to
the Preferred Securities evidenced by the Global Certificate shall be received
by Cede & Co., as nominee of DTC, or its registered assigns in next day funds on
each payment date (or in accordance with existing arrangements between the
Issuer or the Transfer Agent and Registrar and DTC). Such payments shall be made
payable to the order of Cede & Co., and shall be addressed as follows:

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


                                      B-3

<PAGE>   65

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

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

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

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

         (13)     This letter may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Nothing
herein shall be deemed to require the Transfer Agent and Registrar to advance
funds on behalf of Trenwick America Capital Trust II.


                                      B-4
<PAGE>   66


                                      Very truly yours,

                                      TRENWICK AMERICA CAPITAL TRUST II
                                           (As Issuer)


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





                                      (As Transfer Agent and Registrar)


                                      Received and Accepted:


                                      THE DEPOSITORY TRUST COMPANY


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


                                      Authorized Officer



                                      B-5
<PAGE>   67

                                                                       EXHIBIT C

                     [FORM OF COMMON SECURITIES CERTIFICATE]


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


Certificate Number  Number of Common Securities
 C-__   ______

Certificate Evidencing Common Securities of

TRENWICK AMERICA CAPITAL TRUST II

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

         Trenwick America Capital Trust II, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Trenwick America Corporation (the "Holder") is the registered owner of
_________________________ (________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
_____% Common Securities (liquidation amount $______ per Common Security) (the
"Common Securities"). In accordance with 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, 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 __________, 2001,
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 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.




                                       C-1
<PAGE>   68



         IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this _____ day of __________, 2001.

                                            TRENWICK AMERICA CAPITAL TRUST II


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

                                      C-2

<PAGE>   69


                                                                       EXHIBIT D

                           [FORM OF EXPENSE AGREEMENT]


                    AGREEMENT AS TO EXPENSES AND LIABILITIES


         AGREEMENT dated as of __________, 2001, between Trenwick Group Ltd., a
company duly organized and existing under the laws of Bermuda ("Trenwick"), and
Trenwick America Capital Trust II, a Delaware business trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Notes from Trenwick America Corporation ("Trenwick
America"), and to issue and sell _____% Trust Originated Preferred Securities
(the "Preferred Securities") with such powers, preferences and special rights
and restrictions as are set forth in the Amended and Restated Trust Agreement of
the Trust dated as of __________, 2001, as the same may be amended from time to
time (the "Trust Agreement');

         WHEREAS, Trenwick America will directly or indirectly own all of the
Common Securities of the Trust and will issue the Notes;

         WHEREAS, Trenwick will guarantee the obligations of Trenwick America
under the Notes and has agreed to guarantee certain expenses and liabilities of
the Trust as provided herein;

         NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase Trenwick hereby agrees shall benefit
Trenwick and which purchase Trenwick acknowledges will be made in reliance upon
the execution and delivery of this Agreement, Trenwick and Trust hereby agree as
follows:

                                    ARTICLE I
                             GUARANTEE BY TRENWICK.


         Subject to the terms and conditions hereof, Trenwick hereby irrevocably
and unconditionally guarantees to each person or entity to whom the Trust is now
or hereafter becomes indebted or liable (the "Beneficiaries") the full payment,
when and as due, of any and all Obligations (as hereinafter defined) to such
Beneficiaries. As used herein, "Obligations" means any costs, expenses or
liabilities of the Trust, other than obligations of the Trust to pay to holders
of any Preferred Securities or other similar interests in the Trust the amounts
due such holders pursuant to the terms of the Preferred Securities or such other
similar interests, as the case may be. This Agreement is intended to be for the
benefit of, and to be enforceable by, all such Beneficiaries, whether or not
such Beneficiaries have received notice hereof.

         SECTION 1.1    TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the

                                      D-1
<PAGE>   70

date one which there are no Beneficiaries remaining; provided, however, that
this Agreement shall continue to be effective or shall be reinstated, as the
case may be, if at any time any holder of Preferred Securities or any
Beneficiary must restore payment of any sums paid under the Preferred
Securities, under any Obligation, under the Guarantee Agreement dated the date
hereof between Trenwick, in its capacity as guarantor with respect to the
Preferred Securities, and Bank One Trust Company, N.A., as guarantee trustee, or
under this Agreement for any reason whatsoever. This Agreement is continuing,
irrevocable, unconditional and absolute.

         SECTION 1.2    WAIVER OF NOTICE.

         Trenwick hereby waives notice of acceptance of this Agreement and of
any Obligation to which it applies or may apply, and Trenwick hereby waives
presentment, demand for payment, protest, notices of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

         SECTION 1.3    NO IMPAIRMENT.

         The obligations, covenants, agreements and duties of Trenwick under
this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

         (a)      the extension of time for the payment by the Trust of all or
any portion of the Obligations or for the performance of any other obligation
under, arising out of, or in connection with, the Obligations;

         (b)      any failure, omission, delay or lack of diligence on the part
of the Beneficiaries to enforce, assert or exercise any right, privilege, power
or remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind;

         (c)      the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust.

         There shall be no obligation of the Beneficiaries to give notice to, or
obtain the consent of, Trenwick with respect to the happening of any of the
foregoing.

         SECTION 1.4    ENFORCEMENT.

         A Beneficiary may enforce this Agreement directly against Trenwick, and
Trenwick waives any right or remedy to require that any action be brought
against the Trust or any other person or entity before proceeding against
Trenwick.

         SECTION 1.5    SUBROGATION.

         Trenwick shall be subrogated to all (if any) rights of the Trust in
respect of any amounts paid to the Beneficiaries by Trenwick under this
Agreement; provided, however, that Trenwick




                                     D-2
<PAGE>   71

shall not (except to the extent required by mandatory provisions of law) be
entitled to enforce or exercise any rights which it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Agreement, if, at the time of any such payment,
any amounts are due and unpaid under this Agreement.

                                   SECTION II
                                 BINDING EFFECT.


         All guarantees and agreements contained in this Agreement shall bind
the successors, assigns, receivers, trustees and representatives of Trenwick and
shall inure to the benefit of the Beneficiaries.

         SECTION 2.1    AMENDMENT.

         So long as there remains any Beneficiary or any Preferred Securities
are outstanding, this Agreement shall not be modified or amended in any manner
adverse to such Beneficiary or to the holders of the Preferred Securities.

         SECTION 2.2.   NOTICES.

         Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):

                            Trenwick Group Ltd.
                            Continental Building
                            25 Church Street
                            Hamilton HM 12
                            Bermuda
                            Facsimile:
                            Attention:

                            Trenwick America Capital Trust II c/o
                            Trenwick America Corporation One Canterbury
                            Green Stamford, Connecticut 06901 Facsimile:
                            Attention:

         SECTION 2.3    GOVERNING LAW.

         This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of New York.


                                      D-3
<PAGE>   72


         THIS AGREEMENT is executed as of the day and year first above written.

                                          TRENWICK GROUP LTD.


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


                                          TRENWICK AMERICA CAPITAL TRUST II


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



                                      D-4

<PAGE>   73



                                                                       EXHIBIT E

                          [FORM OF PREFERRED SECURITY]

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

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

Certificate Number  Number of Preferred Securities P-___   __________
    Certificate Evidencing Preferred Securities  Of

TRENWICK AMERICA CAPITAL TRUST II

   _____% Trust Originated Preferred Securities
   (liquidation amount $__________ per Preferred Security)

         Trenwick America Capital Trust II, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (the "Holder") is the registered owner of __________ (__________)
preferred securities of the Trust representing an undivided beneficial interest
in the assets of the Trust and designated the Trenwick America Capital Trust II
_____% Trust Originated Preferred Securities (Liquidation Amount $_____ per
Preferred Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer 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 __________, 2001, 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 entered into by
Trenwick Group Ltd., a company duly organized and existing under the laws of
Bermuda, and Bank One Trust Company, as guarantee trustee, dated as of
__________, 2001 (the "Guarantee"), to the extent

                                      E-1
<PAGE>   74


provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written recruits 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 Administrative Trustees of the Trust has
executed this certificate this _____th day of __________, 2001.

                                      TRENWICK AMERICA CAPITAL TRUST II


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



                                      E-2
<PAGE>   75


                                   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)


         SIGNATURE(S) GUARANTEED:

         THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATION AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.


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