<PAGE>

                                                                    EXHIBIT 4.21

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


                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG


                          POPULAR NORTH AMERICA, INC.,
                                  as Depositor

                                 POPULAR, INC.,
                                  as Guarantor


                           THE BANK OF NEW YORK MELLON,
                               as Property Trustee

                           BNY MELLON TRUST OF DELAWARE,
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

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

                         Dated as of __________ __, 20__

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

                      POPULAR NORTH AMERICA CAPITAL TRUST __



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

<PAGE>



                      POPULAR NORTH AMERICA CAPITAL TRUST __

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

<TABLE>
<CAPTION>
Trust Indenture                                                                      Trust Agreement
Act Section                                                                             Section
---------------                                                                      ---------------
<S>            <C>                                                                   <C>
(ss.) 310      (a)(1)...........................................................     8.7
               (a)(2)...........................................................     8.7
               (a)(3)...........................................................     8.9
               (a)(4)...........................................................     2.7(a)(ii)
               (b)..............................................................     8.8
(ss.) 311      (a)..............................................................     8.13
               (b)..............................................................     8.13
(ss.) 312      (a)..............................................................     5.8
               (b)..............................................................     5.8
               (c)..............................................................     5.8
(ss.) 313      (a)..............................................................     8.15(a)
               (a)(4)...........................................................     8.15(b)
               (b)..............................................................     8.15(b)
               (c)..............................................................     10.8
               (d)..............................................................     8.15(c)
(ss.) 314      (a)..............................................................     8.16
               (b)..............................................................     Not Applicable
               (c)(1)...........................................................     8.17
               (c)(2)...........................................................     8.17
               (c)(3)...........................................................     Not Applicable
               (d)..............................................................     Not Applicable
               (e)..............................................................     1.1, 8.17
(ss.) 315      (a)..............................................................     8.1, 8.3
               (b)..............................................................     8.2, 10.8
               (c)..............................................................     8.1(c)
               (d)..............................................................     8.1, 8.3
               (e)..............................................................     Not Applicable
(ss.) 316      (a)..............................................................     Not Applicable
               (a)(1)(A)........................................................     Not Applicable
               (a)(1)(B)........................................................     Not Applicable
               (a)(2)...........................................................     Not Applicable
               (b)..............................................................     5.15
               (c)..............................................................     6.7
(ss.) 317      (a)(1)...........................................................     Not Applicable
               (a)(2)...........................................................     Not Applicable
               (b)..............................................................     5.10
(ss.) 318      (a)..............................................................     10.10
</TABLE>



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


<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<S>                                                                                                     <C>
                                    ARTICLE I

                                  DEFINED TERMS


Section 1.1       Definitions............................................................................2


                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

Section 2.1       Name..................................................................................11
Section 2.2       Office of the Delaware Trustee; Principal Place of Business...........................11
Section 2.3       Initial Contribution of Trust Property; Organizational Expenses.......................12
Section 2.4       Issuance of the Capital Securities....................................................12
Section 2.5       Issuance of the Common Securities; Subscription and Purchase of Debentures............12
Section 2.6       Continuation of Trust.................................................................12
Section 2.7       Authorization to Enter into Certain Transactions......................................13
Section 2.8       Assets of Trust.......................................................................16
Section 2.9       Title to Trust Property...............................................................16


                                   ARTICLE III

                                 PAYMENT ACCOUNT

Section 3.1       Payment Account.......................................................................17


                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

Section 4.1       Distributions.........................................................................17
Section 4.2       Redemption............................................................................18
Section 4.3       Subordination of Common Securities....................................................20
Section 4.4       Payment Procedures....................................................................21
Section 4.5       Tax Returns and Reports...............................................................21
Section 4.6       Payment of Taxes, Duties, Etc. of the Issuer Trust....................................22
Section 4.7       Payments under Indenture or Pursuant to Direct Actions................................22
</TABLE>

                                       -i-

<PAGE>


<TABLE>
<S>                                                                                                     <C>
                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

Section 5.1       Initial Ownership.....................................................................22
Section 5.2       The Trust Securities Certificates.....................................................22
Section 5.3       Execution and Delivery of Trust Securities Certificates...............................23
Section 5.4       Book-Entry Capital Securities.........................................................23
Section 5.5       Registration of Transfer and Exchange of Capital Securities Certificates..............25
Section 5.6       Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....................27
Section 5.7       Persons Deemed Holders................................................................27
Section 5.8       Access to List of Holders' Names and Addresses........................................27
Section 5.9       Maintenance of Office or Agency.......................................................28
Section 5.10      Appointment of Paying Agent...........................................................28
Section 5.11      Ownership of Common Securities by Depositor...........................................28
Section 5.12      Notices to Clearing Agency............................................................29
Section 5.13      Rights of Holders; Waivers of Past Defaults...........................................29


                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

Section 6.1       Limitations on Voting Rights..........................................................32
Section 6.2       Notice of Meetings....................................................................33
Section 6.3       Meetings of Holders of the Capital Securities.........................................33
Section 6.4       Voting Rights.........................................................................33
Section 6.5       Proxies, etc..........................................................................33
Section 6.6       Holder Action by Written Consent......................................................34
Section 6.7       Record Date for Voting and Other Purposes.............................................34
Section 6.8       Acts of Holders.......................................................................34
Section 6.9       Inspection of Records.................................................................35


                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

Section 7.1       Representations and Warranties of the Property Trustee and the Delaware Trustee.......35
Section 7.2       Representations and Warranties of Depositor...........................................37
</TABLE>



                                      -ii-

<PAGE>



<TABLE>
<S>                                                                                                     <C>
                                  ARTICLE VIII

                               THE ISSUER TRUSTEES

Section 8.1       Certain Duties and Responsibilities...................................................37
Section 8.2       Certain Notices.......................................................................40
Section 8.3       Certain Rights of Property Trustee....................................................40
Section 8.4       Not Responsible for Recitals or Issuance of Securities................................42
Section 8.5       May Hold Securities...................................................................42
Section 8.6       Compensation; Indemnity; Fees.........................................................42
Section 8.7       Corporate Property Trustee Required; Eligibility of Issuer Trustees...................43
Section 8.8       Conflicting Interests.................................................................44
Section 8.9       Co-Trustees and Separate Trustee......................................................44
Section 8.10      Resignation and Removal; Appointment of Successor.....................................45
Section 8.11      Acceptance of Appointment by Successor................................................47
Section 8.12      Merger, Conversion, Consolidation or Succession to Business...........................48
Section 8.13      Preferential Collection of Claims Against Depositor or Issuer Trust...................48
Section 8.14      Property Trustee May File Proofs of Claim.............................................48
Section 8.15      Reports by Property Trustee...........................................................49
Section 8.16      Reports to the Property Trustee.......................................................50
Section 8.17      Evidence of Compliance with Conditions Precedent......................................50
Section 8.18      Number of Issuer Trustees.............................................................50
Section 8.19      Delegation of Power...................................................................50
Section 8.20      Appointment of Administrative Trustees................................................51
Section 8.21      Outside Business......................................................................51


                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

Section 9.1       Termination Upon Expiration Date......................................................52
Section 9.2       Early Termination.....................................................................52
Section 9.3       Termination...........................................................................52
Section 9.4       Liquidation...........................................................................53
Section 9.5       Mergers, Consolidations, Amalgamations or Replacements of Issuer Trust................54


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

Section 10.1      Limitation of Rights of Holders.......................................................55
</TABLE>


                                     -iii-

<PAGE>


<TABLE>
<S>                                                                                                     <C>
Section 10.2      Amendment.............................................................................56
Section 10.3      Separability..........................................................................57
Section 10.4      Governing Law.........................................................................57
Section 10.5      Payments Due on Non-Business Day......................................................57
Section 10.6      Successors............................................................................57
Section 10.7      Headings..............................................................................58
Section 10.8      Reports, Notices and Demands..........................................................58
Section 10.9      Agreement Not to Petition.............................................................58
Section 10.10     Trust Indenture Act; Conflict with Trust Indenture Act................................59
Section 10.11     Acceptance of Terms of Trust Agreement, Guarantee Agreement and Indenture.............59

Exhibit A         Certificate of Trust
Exhibit B         Form of Letter of Representations
Exhibit C         Form of Common Securities Certificate
Exhibit D         Form of Expense Agreement
Exhibit E         Form of Capital Securities Certificate
</TABLE>

                                      -iv-

<PAGE>



         AMENDED AND RESTATED TRUST AGREEMENT, dated as of _____, 20__, among
(i) Popular North America, Inc., a Delaware corporation (including any permitted
successors or assigns under the Indenture (as hereinafter defined), the
"Depositor"), (ii) Popular, Inc., a Puerto Rico corporation (including any
permitted successors or assigns under the Indenture, the "Guarantor"), (iii)
The Bank of New York Mellon, a national banking association, as property trustee
(in such capacity, the "Property Trustee", (iv) BNY Mellon Trust of Delaware, as
Delaware trustee (in such capacity, the "Delaware Trustee"), (v) Jorge A.
Junquera, an individual, and Richard Barrios, an individual, each of whose
address is c/o Popular North America, Inc., 209 Munoz Rivera Avenue, San Juan,
Puerto Rico 00918 (each an "Administrative Trustee" and collectively the
"Administrative Trustees") (the Property Trustee, the Delaware Trustee and the
Administrative Trustees being referred to collectively as the "Issuer
Trustees"), and (vi) the several Holders, as hereinafter defined.

                                   WITNESSETH

         WHEREAS, the Depositor, the Guarantor, the Delaware Trustee and the
Administrative Trustees have heretofore duly declared and established a
statutory trust pursuant to the Delaware Statutory Trust Act by entering into
the Trust Agreement, dated as of June 16, 2006 (the "Original Trust
Agreement"), and by the execution and filing by the Delaware Trustee and the
Administrative Trustees with the Secretary of State of the State of Delaware of
the Certificate of Trust, filed on June 16, 2006, attached as Exhibit A; and

         WHEREAS, the Depositor, the Guarantor, the Delaware Trustee and the
Administrative 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 Issuer Trust to the Depositor, (ii) the
issuance and sale of the Capital Securities by the Issuer Trust pursuant to the
Purchase Agreement, (iii) the acquisition by the Issuer Trust from the Depositor
of all of the right, title and interest in the Debentures and (iv) the
appointment of the Issuer Trustees;

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


<PAGE>


                                   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;

                  (c)      The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation";

                  (d)      All accounting terms used but not defined herein have
the meanings assigned to them in accordance with United States generally
accepted accounting principles;

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

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

                  "Act" has the meaning specified in Section 6.8.

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

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

                  "Administrative Trustee" means each of the Persons appointed
in accordance with Section 8.20 solely in such Person's capacity as
Administrative Trustee of the Issuer Trust heretofore formed and continued
hereunder and not in such Person's individual capacity, or any successor
Administrative 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

<PAGE>


Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  "Applicable Procedures" means, with respect to any transfer or
transaction involving a Book-Entry Capital Security or beneficial interest
therein, the rules and procedures of the Clearing Agency for such Book-Entry
Capital Security, in each case to the extent applicable to such transaction and
as in effect from time to time.

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

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

                           (a)      the entry of a decree or order by a court
         having jurisdiction in the premises judging such Person a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjudication or composition of or in
         respect of such Person under any applicable bankruptcy, 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 60
         consecutive days; or

                           (b)      the institution by such Person of voluntary
         proceedings to be adjudicated a bankrupt or insolvent, or the consent
         by it to the institution of bankruptcy or insolvency proceedings
         against it, or the filing by it of a petition or answer or consent
         seeking reorganization or relief under any applicable bankruptcy,
         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.

                  "Bankruptcy Laws" means any bankruptcy, insolvency,
reorganization or other similar law, including Title 11 of the United States
Code.

                  "Board of Directors" means the board of directors of the
Depositor or the Executive Committee of the board of directors of the Depositor
(or any other committee of the board of directors of the Depositor performing
similar functions) or a committee designated by the board of directors of the
Depositor (or any such committee), comprised of two or more members of the board
of directors of the Depositor or officers of the Depositor, or both.

                  "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 officers of the Depositor to
which authority to act on behalf of the Board

                                      -3-

<PAGE>


of Directors has been delegated and to be in full force and effect on the date
of such certification, and delivered to the Issuer Trustees.

                  "Book-Entry Capital Securities Certificate" means a Capital
Securities Certificate evidencing ownership of Book-Entry Capital Securities.

                  "Book-Entry Capital Security" means a Capital Security, the
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 5.4.

                  "Business Day" means a day other than a Saturday, a Sunday or
any other day on which banking institutions in New York, New York, San Juan,
Puerto Rico or Wilmington, Delaware are authorized or required by law,
regulation or executive order to remain closed or are customarily closed.

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

                  "Capital Security" means a preferred undivided beneficial
interest in assets of the Issuer Trust, having a Liquidation Amount of $1,000
and having the rights provided therefor in this Trust Agreement, including the
right to receive Distributions and a Liquidation Distribution to the extent
provided herein.

                  "Clearing Agency" means an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act. 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 Date" means the Closing Time specified in the
Purchase 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 Exchange Act 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 on such date.

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

                  "Common Security" means a common undivided beneficial interest
in the assets of the Issuer Trust, having a Liquidation Amount of $1,000 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution to the extent provided
herein.


                                      -4-

<PAGE>


                  "Corporate Trust Office" means (i) when used with respect to
the Property Trustee, the principal office of the Property Trustee located in
Chicago, Illinois, and (ii) when used with respect to the Debenture Trustee, the
principal office of the Debenture Trustee located in Chicago, Illinois.

                  "Debenture Default" means any "Debenture Default" specified in
Section 5.2 of the Indenture.

                  "Debenture Event of Default" means any "Debenture Event of
Default" specified in Section 5.1 of the Indenture.

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

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

                  "Debenture Trustee" means the Person identified as the
"Trustee" in the Indenture, solely in its capacity as Trustee pursuant to the
Indenture and not in its individual capacity, or its successor in interest in
such capacity, or any successor Trustee appointed as provided in the Indenture.

                  "Debentures" means the Depositor's _____% Junior Subordinated
Debentures, issued pursuant to the Indenture.

                  "Definitive Capital Securities Certificates" means either or
both (as the context requires) of (i) Capital Securities Certificates issued as
Book-Entry Capital Securities Certificates as provided in Section 5.2 or 5.4,
and (ii) Capital Securities Certificates issued in certificated, fully
registered form as provided in Section 5.2, 5.4 or 5.5.

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

                  "Delaware Trustee" means the Person identified as the
"Delaware Trustee" in the preamble to this Trust Agreement, solely in its
capacity as Delaware Trustee of the trust heretofore formed and continued
hereunder and not in its individual capacity, or its successor in interest in
such capacity, or any successor Delaware 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)(i).

                  "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.1, and includes any and all Additional
Amounts and Additional Sums.


                                      -5-

<PAGE>


                  "DTC" means The Depository Trust Company.

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

                  "Exchange Act" means the Securities Exchange Act of 1934, and
any successor statute thereto, in each case as amended from time to time.

                  "Expense Agreement" means the Agreement as to Expenses and
Liabilities, dated as of the Closing Date, between the Depositor, in its
capacity as holder of the Common Securities, the Guarantor and the Issuer 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 Agreement" means the Guarantee Agreement executed
and delivered by the Depositor, the Guarantor and The Bank of New York Mellon,
as guarantee trustee, contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the Holders of the Capital Securities, as
amended from time to time.

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

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

                  "Indenture" means the Junior Subordinated Indenture, dated as
of the Closing Date, among the Depositor, the Guarantor and the Debenture
Trustee, as trustee, as amended or supplemented from time to time.

                  "Investment Company Act" means the Investment Company Act of
1940, or any successor statute thereto, in each case as amended from time to
time.

                  "Issuer Trust" means the Delaware statutory trust known as
"Popular North America Capital Trust __" which was formed on June 16,
2006 under the Delaware Statutory Trust Act pursuant to the Original Trust
Agreement and the filing of the Certificate of Trust, and continued pursuant to
this Trust Agreement.

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

                  "Letter of Representations" means the agreement among the
Issuer Trust, the Property Trustee and DTC, as the initial Clearing Agency,
dated as of the Closing Date, substantially in the form attached as Exhibit B,
as the same may be amended and supplemented from time to time.


                                      -6-

<PAGE>



                  "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 any
Trust Securities, Trust Securities having a Liquidation Amount equal to the
principal amount of Debentures that are contemporaneously maturing or being
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 Debentures to Holders of Trust Securities in connection with a
dissolution or liquidation of the Issuer Trust, Debentures having a principal
amount equal to the Liquidation Amount of the Trust Securities of the Holder to
whom such Debentures are distributed.

                  "Liquidation Amount" means the stated amount of $1,000 per
Trust Security.

                  "Liquidation Date" means the date of the dissolution,
winding-up or termination of the Issuer Trust pursuant to Section 9.4.

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

                  "Majority in Liquidation Amount of the Capital Securities" or
"Majority in Liquidation Amount of the Common Securities" means, except as
provided by the Trust Indenture Act, Capital Securities or Common Securities, as
the case may be, representing more than 50% of the aggregate Liquidation Amount
of all then Outstanding Capital Securities or Common Securities, as the case may
be.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, a Vice Chairman of the Board, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Depositor, and delivered to the Issuer Trustees. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

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

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

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

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


                                      -7-

<PAGE>



                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for or an employee of the Depositor or any Affiliate of the
Depositor.

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

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

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

                           (b)      Trust Securities for whose payment money in
         the necessary amount has been theretofore deposited with the Property
         Trustee or any Paying Agent in trust for the Holders of such Trust
         Securities; and

                           (c)      Trust Securities in substitution for or in
         lieu of which other Trust Securities have been authenticated and
         delivered or that have been paid pursuant to Section 3.7 of the
         Indenture, unless proof satisfactory to the Property Trustee is
         presented that any such Trust Securities are held by Holders in whose
         hands such Trust Securities are valid, binding and legal obligations of
         the Depositor;

provided, however, that in determining whether the Holders of the requisite
Liquidation Amount of the Outstanding Capital Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Capital
Securities owned by the Depositor or any other obligor upon the Trust Securities
or any Affiliate of the Depositor or such other obligor shall be disregarded and
deemed not to be Outstanding, except that in determining whether any Issuer
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Capital Securities
that such Issuer Trustee knows to be so owned shall be so disregarded. Capital
Securities so owned that 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 Capital Securities
and that the pledgee is not the Depositor or any other obligor upon the Trust
Securities or any Affiliate of the Depositor or such other obligor. Upon the
written request of the Property Trustee, the Depositor shall furnish to the
Property Trustee promptly an Officers' Certificate listing and identifying all
Capital Securities, if any, known by the Depositor to be owned or held by or for
the account of the Depositor, or any other obligor on the Capital Securities or
any Affiliate of the Depositor or such obligor, and subject to the provisions of
Section 6.1 of the Indenture, the Property Trustee shall be entitled to accept
such Officers' Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Capital Securities not listed therein are Outstanding
for the purpose of any such determination.

                  "Owner" means each Person who is the beneficial owner of
Book-Entry Capital Securities as reflected in the records of the Clearing Agency
or, if a Clearing Agency Participant is reflected in such records as the
beneficial owner but is not the actual

                                      -8-

<PAGE>


beneficial 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 5.10 and shall initially be the Bank.

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

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

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

                  "Purchase Agreement" means the Purchase Agreement, dated as
of _____, 20__, among the Issuer Trust, the Depositor and the Underwriters, as
named therein, as the same may be amended from time to time.

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

                  "Redemption Price" means, with respect to any Trust Security,
the Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption or maturity of a Like
Amount of Debentures.

                  "Relevant Trustee" has the meaning specified in Section 8.10.

                  "Responsible Officer", when used with respect to the Property
Trustee, means the chairman or any vice-chairman of the board of directors, the
chairman or any vice-chairman of the executive committee of the board of
directors, the chairman of the trust committee, the president, any vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, the cashier, any assistant cashier, any trust officer or assistant
trust officer, the controller or any assistant controller or any other officer
of the Property Trustee customarily performing functions similar to those
performed by any of


                                      -9-

<PAGE>


the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

                  "Securities Act" means the Securities Act of 1933, and any
successor statute thereto, in each case as amended from time to time.

                  "Securities Register" and "Securities Registrar" have the
respective meanings specified in Section 5.5.

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

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

                           (a)      the occurrence of a Debenture Default; or

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

                           (c)      default by the Issuer Trust in the payment
         of the Liquidation Amount of any Trust Security when it becomes due and
         payable; or

                           (d)      default by the Issuer Trust in the payment
         of the Liquidation Distribution or Distribution of Issuer Trust
         property when the same becomes due and payable; or

                           (e)      default in the performance, or breach, in
         any material respect, of any covenant or warranty of the Issuer
         Trustees in this Trust Agreement (other than those specified in clause
         (b) or (c) above) and continuation of such default or breach for a
         period of 90 days after there has been given, by registered or
         certified mail, to the defaulting Issuer Trustees by the Holders of at
         least 25% in aggregate Liquidation Amount of the Outstanding Capital
         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

                                      -10-

<PAGE>


                           (f)      the occurrence of a Bankruptcy Event with
         respect to the Property Trustee if a successor Property Trustee has not
         been appointed within 90 days thereof.

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

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

                  "Trust Security" means any one of the Common Securities or the
Capital Securities, as the case may be.

                  "Trust Securities Certificate" means any one of the Common
Securities Certificates or the Capital Securities Certificates, as the case may
be.

                  "Vice President," when used with respect to the Depositor,
means any duly appointed vice president, whether or not designated by a number
or a word or words added before or after the title "vice president."

                                   ARTICLE II

                        CONTINUATION OF THE ISSUER TRUST

         SECTION 2.1       Name.

                  The trust continued hereby shall be known as "Popular North
America Capital Trust __", 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 Issuer Trustees, in which name the Issuer Trustees may
conduct the business of the Issuer Trust, make and execute contracts and other
instruments on behalf of the Issuer 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 500 Stanton Christiana Road, 3rd Floor/OPS4 Newark, New Castle County,
Delaware 19713, Attention: [John Cashin], or such other address in the State of
Delaware as the Delaware Trustee may designate by written notice to the Holders,
the Depositor, the Property Trustee and the Administrative Trustees. The
principal executive office of the Issuer Trust is c/o Popular North America,
Inc., 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918, Attention:
Secretary.


                                      -11-

<PAGE>



         SECTION 2.3       Initial Contribution of Trust Property;
Organizational Expenses.

                  The Property Trustee acknowledges receipt in trust from the
Depositor in connection with the Original Trust Agreement of the sum of $10,
which constituted the initial Trust Property. The Depositor shall pay
organizational expenses of the Issuer Trust in accordance with the Expense
Agreement. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

         SECTION 2.4       Issuance of the Capital Securities.

                  On _____, 20__, the Depositor, both on its own behalf and on
behalf of the Issuer Trust pursuant to the Original Trust Agreement, executed
and delivered the Purchase Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Issuer Trust, shall manually execute in accordance with Sections 5.2, 5.3 and
8.9(a) and the Property Trustee shall deliver to the Underwriters, Capital
Securities Certificates, registered in the names requested by the Underwriters,
evidencing an aggregate of _______ Capital Securities having an aggregate
Liquidation Amount of $___________, against receipt of the aggregate purchase
price of such Capital Securities of $___________ by the Property Trustee.

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

                  Contemporaneously with the execution and delivery of this
Trust Agreement, an Administrative Trustee, on behalf of the Issuer Trust, shall
execute in accordance with Sections 5.2, 5.3 and 8.9(a) and the Property Trustee
shall deliver to the Depositor, Common Securities Certificates, registered in
the name of the Depositor, evidencing an aggregate of ______ Common Securities
having an aggregate Liquidation Amount of $___________, against receipt of the
aggregate purchase price of such Common Securities of $___________ by the
Property Trustee. Contemporaneously therewith, an Administrative Trustee, on
behalf of the Issuer Trust, shall subscribe for and purchase from the Depositor
the Debentures, registered in the name of the Property Trustee on behalf of the
Issuer Trust and having an aggregate principal amount equal to $___________,
and, in satisfaction of the purchase price for such Debentures, the Property
Trustee, on behalf of the Issuer Trust, shall deliver to the Depositor the sum
of $___________ (being the sum of the amounts delivered to the Property Trustee
pursuant to (i) the second sentence of Section 2.4, and (ii) the first sentence
of this Section 2.5).

         SECTION 2.6       Continuation of Trust.

                  The exclusive purposes and functions of the Issuer Trust are
(a) to issue and sell Trust Securities, (b) to use the proceeds from such sale
to acquire an equivalent principal amount of the Debentures, and (c) to engage
in those activities convenient, necessary or incidental thereto. The Depositor
hereby reaffirms the appointment of the Property Trustee and the Delaware
Trustee and appoints or reaffirms the appointment of, as the case may be, the
Administrative Trustees as trustees of the Issuer Trust, to have all the


                                      -12-

<PAGE>


rights, powers and duties to the extent set forth herein, and the respective
Issuer Trustees hereby accept such appointment. The Property Trustee hereby
declares that it will hold the Trust Property in trust upon and subject to the
conditions set forth herein for the benefit of the Issuer Trust and the Holders.
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 Issuer 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, the Administrative Trustees or of the
Issuer Trustees generally (except as may be required under the Delaware
Statutory Trust Act) set forth herein. The Delaware Trustee shall be one of the
trustees of the Issuer Trust for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Statutory Trust Act and for taking
such actions as are required to be taken by a Delaware trustee under the
Delaware Statutory Trust Act.

         SECTION 2.7       Authorization to Enter into Certain Transactions.

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

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

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

                                    (B) causing the Issuer Trust to enter into,
                           and to execute, deliver and perform, the Expense
                           Agreement and the Letter of Representations and such
                           other agreements as may be necessary or desirable in
                           connection with the purposes and function of the
                           Issuer Trust;

                                    (C) assisting in the registration of the
                           Capital Securities under the Act and other applicable
                           securities or blue sky laws and the qualification of
                           this Trust Agreement as a trust indenture under the
                           Trust Indenture Act;

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

                                    (E) the consent to the appointment of a
                           Paying Agent, Authenticating Agent (as defined in the
                           Indenture) and Securities


                                      -13-

<PAGE>


                           Registrar in accordance with this Trust Agreement
                           (which consent shall not be unreasonably withheld);

                                    (F) the execution of the Trust Securities on
                           behalf of the Issuer Trust in accordance with this
                           Trust Agreement;

                                    (G) the execution and delivery of closing
                           certificates, if any, pursuant to the Purchase
                           Agreement and application for a taxpayer
                           identification number for the Issuer Trust;

                                    (H) unless otherwise determined by the
                           Property Trustee or Holders of a Majority in
                           Liquidation Amount of the Capital Securities or as
                           otherwise required by the Delaware Statutory Trust
                           Act or the Trust Indenture Act, executing on behalf
                           of the Issuer 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

                                    (I) the taking of any action incidental to
                           the foregoing as the Issuer Trustees may from time to
                           time determine to be necessary or advisable to give
                           effect to the terms of this Trust Agreement.

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

                                    (A) the establishment of the Payment
                           Account;

                                    (B) the receipt of the Debentures;

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

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

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

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

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


                                      -14-

<PAGE>


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

                                    (I) performing the duties of the Property
                           Trustee set forth in this Trust Agreement; and

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

                  (b)      So long as this Trust Agreement remains in effect,
the Issuer Trust (or the Issuer Trustees acting on behalf of the Issuer Trust)
shall not undertake any business, activities or transaction except as expressly
provided herein or contemplated hereby. In particular, the Issuer Trustees
(acting on behalf of the Issuer Trust) shall not (i) acquire any investments or
engage in any activities not authorized by this Trust Agreement, (ii) sell,
assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of
any of the Trust Property or interests therein, including to Holders, except as
expressly provided herein, (iii) take any action that would reasonably be
expected to cause the Issuer Trust to become taxable as a corporation or
classified as other than a grantor trust for United States Federal income tax
purposes or to be required to be registered as an "investment company" under the
Investment Company Act, (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 Issuer Trust or the
Holders in their capacity as Holders.

                  (c)      In connection with the issue and sale of the Capital
Securities, the Depositor shall have the right and responsibility to assist the
Issuer Trust with respect to, or effect on behalf of the Issuer 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 Issuer
                  Trust with the Commission and the execution on behalf of the
                  Issuer Trust of a registration statement on the appropriate
                  form in relation to the Capital Securities, including any
                  amendments thereto and the taking of any action necessary or
                  desirable to sell the Capital Securities in a transaction or a
                  series of transactions pursuant thereto;

                                      -15-

<PAGE>



                           (ii)     the determination of the jurisdictions in
                  which to take appropriate action to qualify or register for
                  sale all or part of the Capital Securities and the taking of
                  any and all such acts, other than actions that must be taken
                  by or on behalf of the Issuer Trust, and advice to the Issuer
                  Trust of actions that must be taken by or on behalf of the
                  Issuer Trust, and the preparation for execution and filing of
                  any documents to be executed and filed by the Issuer Trust or
                  on behalf of the Issuer Trust, as the Depositor deems
                  necessary or advisable in order to comply with the applicable
                  securities laws of any such jurisdictions in connection with
                  the sale of the Capital Securities;

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

                           (iv)     the negotiation of the terms of, and the
                  execution and delivery of, the Purchase Agreement providing
                  for the sale of the Capital Securities; and

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

                  (d)      Notwithstanding anything herein to the contrary, the
Issuer Trustees are authorized and directed to conduct the affairs of the Issuer
Trust and to operate the Issuer Trust so that the Issuer Trust will not be
deemed to be an "investment company" required to be registered under the
Investment Company Act, and will not be taxable as a corporation or classified
as other than a grantor trust for United States Federal income tax purposes so
that the Debentures will be treated as indebtedness of the Depositor for United
States Federal income tax purposes. In this connection, each Administrative
Trustee, the Property Trustee and the Holders of a Majority in Liquidation
Amount of the Common Securities are authorized to take any action, not
inconsistent with applicable law, the Certificate of Trust or this Trust
Agreement, that such Administrative Trustee, the Property Trustee or such
Holders of Common Securities determine 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 Outstanding Capital
Securities. In no event shall the Issuer Trustees be liable to the Issuer Trust
or the Holders for any failure to comply with this Section that results from a
change in law or regulation or in the interpretation thereof.

         SECTION 2.8       Assets of Trust.

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

         SECTION 2.9       Title to Trust Property.

                  Legal title to all Trust Property shall be vested at all times
in the Property Trustee (in its capacity as such) and shall be held and
administered by the Property Trustee in


                                      -16-

<PAGE>


trust for the benefit of the Issuer Trust and the Holders in accordance with
this Trust Agreement.

                                  ARTICLE III

                                 PAYMENT ACCOUNT

         Section 3.1       Payment Account.

                  (a)      On or prior to the Closing Date, the Property Trustee
shall establish the Payment Account. The Property Trustee and its agents 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 Holders
and for distribution as herein provided, including (and subject to) any priority
of payments provided for herein.

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

         SECTION 4.1       Distributions.

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

                           (i)      Distributions on the Trust Securities shall
                  be cumulative, and will accumulate whether or not there are
                  funds of the Issuer Trust available for the payment of
                  Distributions. Distributions shall accumulate from _____,
                  20__, and, except in the event (and to the extent) that the
                  Depositor exercises its right to defer the payment of interest
                  on the Debentures pursuant to the Indenture, shall be payable
                  semi-annually in arrears on _____ and _____ of each year,
                  commencing on _____, 20__. If any date on which a Distribution
                  is otherwise payable on the Trust Securities is not a Business
                  Day, then the payment of such Distribution shall be made on
                  the next succeeding day that is a Business Day (and without
                  any interest or other payment in respect of any such delay),
                  with the same force and effect as if made on the date on which
                  such payment was originally payable (each date on which
                  Distributions are payable in accordance with this Section
                  4.1(a), a "Distribution Date").


                                      -17-

<PAGE>



                           (ii)     The Trust Securities shall be entitled to
                  Distributions payable at a rate of ___% per annum of the
                  Liquidation Amount of the Trust Securities. The amount of
                  Distributions payable for any period less than a full
                  Distribution period shall be computed on the basis of a
                  360-day year of twelve 30-day months and the actual number of
                  days elapsed in a partial month in that period. The amount of
                  Distributions payable for any full Distribution period shall
                  be computed by dividing the Distribution rate of ___% per
                  annum by two. The amount of Distributions payable for any
                  period shall include any Additional Amounts in respect of such
                  period.

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

                  (b)      Distributions on the Trust Securities with respect to
a Distribution Date shall be payable to the Holders thereof as they appear on
the Securities Register for the Trust Securities at the close of business on the
relevant record date, which shall be at the close of business on the fifteenth
day (whether or not a Business Day) next preceding the relevant Distribution
Date.

         SECTION 4.2       Redemption.

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

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

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price or, if the Redemption
                  Price cannot be calculated prior to the time the notice is
                  required to be sent, an estimate of the Redemption Price
                  together with a statement that it is an estimate and that the
                  actual Redemption Price will be calculated on the third
                  Business Day prior to the Redemption Date (and if an estimate
                  is provided, a further notice shall be sent of the actual
                  Redemption Price on the date that such Redemption Price is
                  calculated);

                           (iii)    the CUSIP number or CUSIP numbers of the
                  Capital Securities affected (if applicable);


                                      -18-

<PAGE>


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

                           (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 accumulate on and after said date, except as provided
                  in Section 4.2(d) below; and

                           (vi)     the place or places where the Trust
                  Securities are to be surrendered for the payment of the
                  Redemption Price.

                  The Issuer Trust in issuing the Trust Securities may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall indicate the "CUSIP" numbers of the Trust Securities in notices of
redemption and related materials as a convenience to Holders; provided that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Trust Securities or as contained in any
notice of redemption and related materials.

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

                  (d)      If the Property Trustee gives a notice of redemption
in respect of any Capital Securities, then, by 12:00 noon, New York City time,
on the Redemption Date, subject to Section 4.2(c), the Property Trustee will,
with respect to Book-Entry Capital Securities, irrevocably deposit with the
Clearing Agency for such Book-Entry Capital Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Clearing Agency irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Capital Securities. With respect to
Capital Securities that are not Book-Entry Capital Securities, the Property
Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying
Agent, to the extent available therefor, 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 of the Capital Securities
upon surrender of their Capital Securities Certificates. Notwithstanding the
foregoing, Distributions payable on any Distribution Date 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 date for such
Distribution Date. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
holding Trust Securities so called for redemption will terminate, except the
right of such Holders to receive the Redemption Price for such Trust Securities,
but without any interest or other payment for delay in

                                      -19-

<PAGE>


receiving the Redemption Price, 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 that is a Business Day (without any
interest or other payment in respect of any such delay), with the same force and
effect as if made on such date. In the event that payment of the Redemption
Price in respect of any Trust Securities called for redemption is improperly
withheld or refused and not paid either by the Issuer Trust or by the Depositor
or the Guarantor pursuant to the Indenture or the Guarantee Agreement,
Distributions on such Trust Securities will continue to accumulate, as set forth
in Section 4.1, from the Redemption Date originally established by the Issuer
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)      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 pro rata to the Common Securities and the Capital Securities based
upon the relative Liquidation Amounts of the Trust Securities. The particular
Capital Securities to be redeemed shall be selected on a pro rata basis based
upon their respective Liquidation Amounts not more than 60 days prior to the
Redemption Date by the Property Trustee, using any method deemed by the Property
Trustee to be fair and appropriate, from the Outstanding Capital Securities not
previously called for redemption, provided that so long as the Capital
Securities are in book-entry-only form, such selection shall be made in
accordance with the customary procedures of the Clearing Agency for the Capital
Securities. The Property Trustee shall promptly notify the Securities Registrar
in writing of the Capital Securities selected for redemption and, in the case of
any Capital 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 Capital
Securities shall relate, in the case of any Capital Securities redeemed or to be
redeemed only in part, to the portion of the aggregate Liquidation Amount of
Capital Securities that has been or is to be redeemed.

         SECTION 4.3       Subordination of Common Securities.

                  (a)      Payment of Distributions (including any Additional
Amounts) on, the Redemption Price of, and the Liquidation Distribution in
respect of, the Trust Securities, as applicable, shall be made, pro rata among
the Common Securities and the Capital Securities based on the Liquidation Amount
of the Trust Securities; provided, however, that if on any Distribution Date,
Redemption Date or Liquidation Date any Trust Event of Default resulting from a
Debenture Default shall have occurred and be continuing, no payment of any
Distribution (including any Additional Amounts) on, Redemption Price of, or
Liquidation Distribution in respect 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 (i) all accumulated
and unpaid Distributions (including any Additional Amounts) on all Outstanding
Capital Securities

                                      -20-

<PAGE>


for all Distribution periods terminating on or prior thereto, (ii) in the case
of redemption of Trust Securities, the full amount of the Redemption Price on
all Outstanding Capital Securities then subject to redemption, or (iii) in the
case of any dissolution, liquidation or other termination of the Issuer Trust,
the full amount of such Liquidation Distribution on all Outstanding Capital
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 any Additional Amounts) on, or the
Redemption Price of, or Liquidation Distribution in respect of, the Capital
Securities then due and payable.

                  (b)      In the case of the occurrence of any Trust Event of
Default resulting from any Debenture Default, the Holders of the Common
Securities shall have no right to act with respect to any such Trust Event of
Default under this Trust Agreement until the effect of all such Trust Events of
Default with respect to the Capital Securities have been cured, waived or
otherwise eliminated. Until all such Trust Events of Default under this Trust
Agreement with respect to the Capital Securities have been so cured, waived or
otherwise eliminated, the Property Trustee shall act solely on behalf of the
Holders of the Capital Securities and not on behalf of the Holders of the Common
Securities, and only the Holders of the Capital Securities will have the right
to direct the Property Trustee to act on their behalf.

         SECTION 4.4       Payment Procedures.

                  Payments of Distributions (including any Additional Amounts)
on a Distribution Date other than a Redemption Date in respect of the Capital
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
Capital Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency in immediately available funds; provided, however,
that a Holder of $1 million or more in Liquidation Amount of Capital Securities
may receive Distributions, other than Distributions payable on a Redemption
Date, by wire transfer of immediately available funds upon written request to
the Issuer Trust not later than 15 calendar days prior to the Distribution Date.
All payments in respect of the Capital Securities on a Redemption Date shall be
made in immediately available funds against presentation and surrender of such
Capital Securities. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Holders of the Common Securities.

         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 Issuer Trust. In this regard, the Administrative Trustees shall
(a) prepare and file (or cause to be prepared and filed) all Internal Revenue
Service forms required to be filed in respect of the Issuer Trust in each
taxable year of the Issuer Trust, and (b) prepare and furnish (or cause to be
prepared and furnished) to each Holder all Internal Revenue Service forms
required to be


                                      -21-

<PAGE>


provided by the Issuer Trust. The Administrative Trustees shall provide the
Depositor and the Property Trustee with a copy of all such returns and reports
promptly after such filing or furnishing. The Issuer Trustees shall comply with
United States Federal withholding and backup withholding tax laws and
information reporting requirements with respect to any payments to Holders under
the Trust Securities.

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

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

         SECTION 4.7       Payments under Indenture or Pursuant to Direct
Actions.

                  Any amount payable hereunder to any Holder of Capital
Securities (or any Owner with respect thereto) shall be reduced by the amount of
any corresponding payment such Holder (or Owner) has directly received pursuant
to Section 5.9 of the Indenture or Section 5.13(c) of this Trust Agreement.

                                   ARTICLE V

                          TRUST SECURITIES CERTIFICATES

         SECTION 5.1       Initial Ownership.

                  Upon the formation of the Issuer 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 Issuer Trust.

         SECTION 5.2       The Trust Securities Certificates.

                  (a)      The Capital Securities Certificates shall be issued
in minimum denominations of $1,000 Liquidation Amount and integral multiples
thereof, and the Common Securities Certificates shall be issued in denominations
of $1,000 Liquidation Amount and integral multiples thereof. The Trust
Securities Certificates shall be executed on behalf of the Issuer Trust by
manual signature or facsimile of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual signatures or facsimiles of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Issuer 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 Holder, and shall be entitled to the
rights and subject to the obligations of a Holder


                                      -22-

<PAGE>


hereunder, upon due registration of such Trust Securities Certificate in such
transferee's name pursuant to Section 5.5.

                  (b)      Upon their original issuance, Capital Securities
Certificates shall be issued in the form of one or more Book-Entry Capital
Securities Certificates registered in the name of DTC, as Clearing Agency, or
its nominee and deposited with DTC or a custodian for DTC for credit by DTC to
the respective accounts of the Owners thereof (or such other accounts as they
may direct).

                  (c)      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 5.3       Execution and Delivery of Trust Securities
Certificates.

                  On the Closing Date, 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 Issuer Trust and delivered
to or upon the written order of the Depositor, executed by one authorized
officer thereof, without further corporate action by the Depositor, in
authorized denominations.

         SECTION 5.4       Book-Entry Capital Securities.

                  (a)      Each Book-Entry Capital Securities Certificate issued
under this Agreement shall be registered in the name of the Clearing Agency or a
nominee thereof and delivered to such Clearing Agency or a nominee thereof or
custodian therefor, and each such Book-Entry Capital Securities Certificate
shall constitute a single Capital Securities Certificate for all purposes of
this Agreement.

                  (b)      Notwithstanding any other provision in this Trust
Agreement, no Book-Entry Capital Securities Certificate may be exchanged in
whole or in part for Capital Securities Certificates registered, and no transfer
of a Book-Entry Capital Securities Certificate in whole or in part may be
registered, in the name of any Person other than the Clearing Agency for such
Book-Entry Capital Securities Certificates or a nominee thereof unless (i) the
Clearing Agency advises the Issuer Trust in writing that the Clearing Agency is
no longer willing or able to properly discharge its responsibilities with
respect to the Book-Entry Capital Securities Certificates, and a qualified
successor shall not have been appointed, or the Clearing Agency ceases to be a
clearing agency registered under the Exchange Act within 90 calendar days at a
time when it is required to be so registered to act as such clearing agent, (ii)
the Issuer Trust at its option determines that a Book Entry Capital Securities
Certificate shall be so exchangeable, or (iii) a Trust Event of Default has
occurred and is continuing. Upon the occurrence of any event specified in clause
(i), (ii) or (iii) above, the Property Trustee shall notify the Clearing Agency
and instruct the Clearing Agency to notify all Owners of Book-Entry Capital
Securities, the Delaware Trustee and the Administrative Trustees of the
occurrence of such event and of the availability of the Definitive Capital
Securities Certificates to Owners of such Book-Entry Capital Securities,
requesting the same.


                                      -23-

<PAGE>


                  (c)      If any Book-Entry Capital Securities Certificate is
to be exchanged for other Capital Securities Certificates or cancelled in part,
or if any other Capital Securities Certificate is to be exchanged in whole or in
part for Book-Entry Capital Securities represented by a Book-Entry Capital
Securities Certificate, then either (i) such Book-Entry Capital Securities
Certificate shall be so surrendered for exchange or cancellation as provided in
this Article V or (ii) the aggregate Liquidation Amount represented by such
Book-Entry Capital Securities Certificate shall be reduced, subject to Section
5.2, or increased by an amount equal to the Liquidation Amount represented by
that portion of the Book-Entry Capital Securities Certificate to be so exchanged
or cancelled, or equal to the Liquidation Amount represented by such other
Capital Securities Certificates to be so exchanged for Book-Entry Capital
Securities represented thereby, as the case may be, by means of an appropriate
adjustment made on the records of the Securities Registrar, whereupon the
Property Trustee, in accordance with the Applicable Procedures, shall instruct
the Clearing Agency or its authorized representative to make a corresponding
adjustment to its records. Upon surrender to the Administrative Trustees or the
Securities Registrar of the Book-Entry Capital Securities Certificate or
Certificates by the Clearing Agency, accompanied by registration instructions,
the Administrative Trustees, or any one of them, shall execute the Definitive
Capital Securities Certificates in accordance with the instructions of the
Clearing Agency. Neither the Securities Registrar nor any Issuer Trustee 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 Capital Securities Certificates, the Issuer Trustees
shall recognize the Holders of the Definitive Capital Securities Certificates as
Holders. The Definitive Capital Securities Certificates shall be typewritten,
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.

                  (d)      Every Capital Securities Certificate executed and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Book-Entry Capital Securities Certificate or any portion thereof, whether
pursuant to this Article V or Article IV or otherwise, shall be executed and
delivered in the form of, and shall be, a Book-Entry Capital Securities
Certificate, unless such Capital Securities Certificate is registered in the
name of a Person other than the Clearing Agency for such Book-Entry Capital
Securities Certificate or a nominee thereof.

                  (e)      The Clearing Agency or its nominee, as registered
owner of a Book-Entry Capital Securities Certificate, shall be the Holder of
such Book-Entry Capital Securities Certificate for all purposes under this
Agreement and the Book-Entry Capital Securities Certificate, and Owners with
respect to a Book-Entry Capital Securities Certificate shall hold such interests
pursuant to the Applicable Procedures. The Securities Registrar and the Issuer
Trustees shall be entitled to deal with the Clearing Agency for all purposes of
this Trust Agreement relating to the Book-Entry Capital Securities Certificates
(including the payment of the Redemption Price of and Distributions on the
Book-Entry Capital Securities represented thereby and the giving of instructions
or directions by Owners of Book-Entry Capital Securities represented thereby) as
the sole Holder of the Book-Entry


                                      -24-

<PAGE>


Capital Securities represented thereby and shall have no obligations to the
Owners thereof. Solely for the purpose of determining whether the Holders of the
requisite Liquidation Amount of Capital Securities have voted on any matter
provided for in this Trust Agreement, so long as Definitive Capital Securities
Certificates have not been issued, the Issuer Trustees may conclusively rely on,
and shall be protected in relying on, any written instrument (including a proxy)
delivered to the Issuer Trustees by the Clearing Agency setting forth the
Owners' votes or assigning the right to vote on any matter to any other Persons
in whole or in part. Neither the Securities Registrar nor any Issuer Trustee
shall have any liability in respect of any transfers effected by the Clearing
Agency.

                  The rights of the Owners of the Book-Entry Capital Securities
shall be exercised only through the Clearing Agency and shall be limited to
those established by law, the Applicable Procedures and agreements between such
Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant
to the Letter of Representations, unless and until Definitive Capital Securities
Certificates are issued pursuant to Section 5.4(b), the initial Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments on the Capital Securities to such Clearing Agency
Participants, and none of the Depositor, the Guarantor or the Issuer Trustees
shall have any responsibility or obligation with respect thereto.

         SECTION 5.5       Registration of Transfer and Exchange of Capital
Securities Certificates.

                  (a)      The Property Trustee shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 5.9, a register or
registers for the purpose of registering Trust Securities Certificates and
transfers and exchanges of Trust Securities Certificates (the "Securities
Register") in which the registrar and transfer agent with respect to the Trust
Securities (the "Securities Registrar"), subject to such reasonable regulations
as it may prescribe, shall provide for the registration of Capital Securities
Certificates and Common Securities Certificates (subject to Section 5.11 in the
case of the Common Securities Certificates) and registration of transfers and
exchanges of Capital Securities Certificates as herein provided. The Person
acting as the Property Trustee shall at all times also be the Securities
Registrar.

                  Upon surrender for registration of transfer of any Capital
Securities Certificate at the office or agency maintained pursuant to Section
5.9, the Administrative Trustees or any one of them shall execute and deliver to
the Property Trustee, and the Property Trustee shall deliver, in the name of the
designated transferee or transferees, one or more new Capital 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 (i) to issue,
register the transfer of or exchange any Capital Security during a period
beginning at the opening of business 15 calendar days before the first mailing
of the notice of redemption, or (ii) to register the


                                      -25-

<PAGE>


transfer of or exchange any Capital Security so selected for redemption in whole
or in part, except, in the case of any such Capital Security to be redeemed in
part, any portion thereof not to be redeemed.

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

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

                  (b)      Notwithstanding any other provision of this
Agreement, transfers and exchanges of Capital Securities Certificates and
beneficial interests in a Book-Entry Capital Securities Certificate of the kinds
specified in this Section 5.5(b) shall be made only in accordance with this
Section 5.5(b).

                           (i)      Non-Book-Entry Capital Securities
                  Certificate to Book-Entry Capital Securities Certificate. If
                  the Holder of a Capital Securities Certificate (other than a
                  Book-Entry Capital Securities Certificate) wishes at any time
                  to transfer all or any portion of such Capital Securities
                  Certificate to a Person who wishes to take delivery thereof in
                  the form of a beneficial interest in a Book-Entry Capital
                  Securities Certificate, such transfer may be effected only in
                  accordance with the provisions of this Clause (b)(i) and
                  subject to the Applicable Procedures. Upon receipt by the
                  Securities Registrar of (A) such Capital Securities
                  Certificate as provided in Section 5.5(a) and instructions
                  satisfactory to the Securities Registrar directing that a
                  beneficial interest in the Book-Entry Capital Securities
                  Certificate of a specified Liquidation Amount of Capital
                  Securities not greater than the Liquidation Amount of Capital
                  Securities represented by such Capital Securities Certificate
                  be credited to a specified Clearing Agency Participant's
                  account, then the Securities Registrar shall cancel such
                  Capital Securities Certificate (and issue a new Capital
                  Securities Certificate in respect of any untransferred portion
                  thereof) as provided in Section 5.5(a) and increase the
                  aggregate Liquidation Amount of the Book-Entry Capital
                  Securities Certificate by the Liquidation Amount represented
                  by such Capital Securities so transferred as provided in
                  Section 5.4(c).

                           (ii)     Non-Book-Entry Capital Securities
                  Certificate to Non-Book-Entry Capital Securities Certificate.
                  A Capital Securities Certificate that is not a Book-Entry
                  Capital Securities Certificate may be transferred, in whole or
                  in part, to a Person who takes delivery in the form of another
                  Capital Securities Certificate


                                      -26-

<PAGE>


                  that is not a Book-Entry Capital Securities Certificate as
                  provided in Section 5.5(a).

                           (iii)    Exchanges between Book-Entry Capital
                  Securities Certificate and Non-Book-Entry Capital Securities
                  Certificate. A beneficial interest in a Book-Entry Capital
                  Securities Certificate may be exchanged for a Capital
                  Securities Certificate that is not a Book-Entry Capital
                  Securities Certificate as provided in Section 5.4.

         SECTION 5.6       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 reasonable 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 Issuer Trust shall execute and make available for
delivery, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Trust Securities Certificate, a new Trust Securities Certificate of like
tenor and denomination. In connection with the issuance of any new Trust
Securities Certificate under this Section 5.6, 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 Issuer Trust corresponding to that evidenced by the lost,
stolen or destroyed Trust Securities Certificate, as if originally issued,
whether or not the lost, stolen or destroyed Trust Securities Certificate shall
be found at any time.

         SECTION 5.7       Persons Deemed Holders.

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

         SECTION 5.8       Access to List of Holders' Names and Addresses.

                  Each Holder and each Owner shall be deemed to have agreed not
to hold the Depositor, the Property Trustee, the Delaware 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.


                                      -27-

<PAGE>


         SECTION 5.9       Maintenance of Office or Agency.

                  The Property Trustee shall designate, with the consent of the
Administrative Trustees, which consent shall not be unreasonably withheld, an
office or offices or agency or agencies where Capital Securities Certificates
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Issuer Trustees in respect of the Trust Securities
Certificates may be served. The Administrative Trustees initially designate J.P.
Morgan Trust Company, National Association, 227 W. Monroe, Suite 2600, Chicago,
Illinois 60606, Attention: George Reaves, as its office and agency for such
purposes. The Property Trustee shall give prompt written notice to the
Depositor, the Administrative Trustees and to the Holders of any change in the
location of the Securities Register or any such office or agency.

         SECTION 5.10      Appointment of Paying Agent.

                  The Paying Agent shall make payments of Distributions, the
Redemption Price and the Liquidation Distributions to Holders 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 solely for the
purpose of making the Distributions referred to above. The Administrative
Trustees may revoke such power and remove the Paying Agent in their sole
discretion. The Paying Agent shall initially be the Bank. Any Person acting as
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Administrative Trustees and the Property Trustee. If 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) to act as Paying Agent. Such
successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees shall execute and deliver to the Issuer Trustees an
instrument in which such successor Paying Agent or additional Paying Agent shall
agree with the Issuer 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 Holders in trust for the benefit of the Holders entitled thereto until such
sums shall be paid to such Holders. 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 Bank also in
its role as Paying Agent, for so long as the Bank shall act as Paying Agent and,
to the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

         SECTION 5.11      Ownership of Common Securities by Depositor.

                  On the Closing Date, the Depositor shall acquire, and
thereafter shall retain, beneficial and record ownership of the Common
Securities. To the fullest extent permitted by applicable law, the Depositor may
not transfer the Common Securities except (i) in connection with a consolidation
or merger of the Depositor into another


                                      -28-

<PAGE>


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, or (ii) to an Affiliate of the Depositor in
compliance with applicable law (including the Securities Act and other
applicable securities and blue sky laws). To the fullest extent permitted by
law, any attempted transfer of the Common Securities other than as set forth in
the proceeding sentence shall be void. The Administrative Trustees shall cause
each Common Securities Certificate issued to the Depositor to contain a legend
stating substantially "TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO AN AFFILIATE OF THE DEPOSITOR IN
COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY
IN CONNECTION WITH A SIMULTANEOUS DELEGATION AND ASSIGNMENT OF THE EXPENSE
AGREEMENT REFERRED TO THEREIN."

         SECTION 5.12      Notices to Clearing Agency.

                  To the extent that a notice or other communication to the
Holders is required under this Trust Agreement, for so long as Capital
Securities are represented by a Book-Entry Capital Securities Certificate, the
Issuer Trustees shall give all such notices and communications specified herein
to be given to the Clearing Agency, and shall have no obligations to the Owners.

         SECTION 5.13      Rights of Holders; Waivers of Past Defaults.

                  (a)      The legal title to the Trust Property is vested
exclusively in the Property Trustee (in its capacity as such) in accordance with
Section 2.9, and the Holders shall not have any right or title therein other
than the undivided beneficial interest in the assets of the Issuer 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 Issuer 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 Holders against payment of the purchase price therefor will be
fully paid and, to the fullest extent permitted by applicable law, nonassessable
by the Issuer 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 Capital Securities remain
Outstanding, if a Debenture Event of Default under Section 5.1(1) occurs and
continues and the Debenture Trustee or the holders of not less than 25% in
principal amount of the outstanding Debentures fail to declare the principal of
all of the Debentures to be immediately due and payable, the Holders of at least
25% in Liquidation Amount of the Capital Securities then Outstanding shall have
the right to make such declaration by a notice in writing to the Property
Trustee, the Depositor and the Debenture Trustee. If a Debenture Event of
Default under Sections 5.1(2) or 5.1(3) of the Indenture occurs and continues,
the entire principal of and


                                      -29-

<PAGE>


all accrued but unpaid interest on the Debentures will be due and payable
immediately without further action in accordance with Section 5.3 of the
Indenture.

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

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

                                    (A) all overdue installments of interest on
                           all of the Debentures,

                                    (B) all Additional Sums and any accrued
                           Additional Interest on all of the Debentures,

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

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

                           (ii)     all Trust Events of Default with respect to
                  the Debentures, other than the non-payment of the principal of
                  the Debentures that has become due solely by such
                  acceleration, have been cured or waived as provided in Section
                  5.14 of the Indenture.

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

                  Upon receipt by the Property Trustee of written notice
declaring such an acceleration, or rescission and annulment thereof, by Holders
of any part of the Capital Securities a record date shall be established for
determining Holders of Outstanding Capital Securities entitled to join in such
notice, which record date shall be at the close of


                                      -30-

<PAGE>


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
that is 90 days after such record date, such notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall
automatically and without further action by any Holder be canceled and of no
further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of
a Holder, from giving, after expiration of such 90-day period, a new written
notice of declaration of acceleration, or rescission and annulment thereof, as
the case may be, that is identical to a written notice that 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 5.13(b).

                  (c)      For so long as any Capital Securities remain
Outstanding, to the fullest extent permitted by law and subject to the terms of
this Trust Agreement and the Indenture, upon a Debenture Default specified in
Sections 5.2(1) or 5.2(2) of the Indenture, any Holder of Capital Securities
shall have the right to institute a proceeding directly against the Depositor or
the Guarantor, pursuant to Section 5.9 of the Indenture, for enforcement of
payment to such Holder of any amounts payable in respect of Debentures having an
aggregate principal amount equal to the aggregate Liquidation Amount of the
Capital Securities of such Holder (a "Direct Action"). Except as set forth in
Section 5.13(b) and this Section 5.13(c), the Holders of Capital Securities
shall have no right to exercise directly any right or remedy available to the
holders of, or in respect of, the Debentures. In addition, a Holder may
institute a legal proceeding directly against the Depositor or the Guarantor
under the Guarantee Agreement to enforce its rights under the Guarantee
Agreement without first instituting a legal proceeding against the Guarantee
Trustee (as defined in the Guarantee Agreement), the Issuer Trust, any Issuer
Trustee or any Person or entity.

                  (d)      Except as otherwise provided in clauses (a), (b) and
(c) of this Section 5.13, the Holders of a Majority in Liquidation Amount of the
Capital Securities may, on behalf of the Holders of all the Capital Securities,
waive any past default or Trust Event of Default and its consequences. Upon such
waiver, any such default or Trust Event of Default shall cease to exist, and any
default or Trust Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Agreement, but no such waiver shall
extend to any subsequent or other default or Trust Event of Default or impair
any right consequent thereon.


                                      -31-

<PAGE>


                                   ARTICLE VI

                        ACTS OF HOLDERS; MEETINGS; VOTING

         SECTION 6.1       Limitations on Voting Rights.

                  (a)      Except as expressly provided in this Trust Agreement
and in the Indenture and as otherwise required by law, no Holder of Capital
Securities shall have any right to vote or in any manner otherwise control the
administration, operation and management of the Issuer 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
Holders from time to time as partners or members of an association.

                  (b)      So long as any Debentures are held by the Property
Trustee on behalf of the Issuer Trust, the Property Trustee shall not (i) direct
the time, method and place of conducting any proceeding for any remedy available
to the Debenture Trustee, or execute any trust or power conferred on the
Debenture Trustee with respect to the Debentures, (ii) waive any past default
that may be waived under Section 5.14 of the Indenture, (iii) exercise any right
to rescind or annul a declaration that the principal of all the Debentures shall
be due and payable, or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required, without, in each case, obtaining the prior approval of the Holders of
a Majority in Liquidation Amount of the Capital Securities, provided, however,
that where a consent under the Indenture would require the consent of each
Holder of Debentures affected thereby, no such consent shall be given by the
Property Trustee without the prior written consent of each Holder of Capital
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Capital Securities,
except by a subsequent vote of the Holders of the Capital Securities. The
Property Trustee shall notify all Holders of the Capital Securities of any
notice of default received with respect to the Debentures. In addition to
obtaining the foregoing approvals of the Holders of the Capital Securities,
prior to taking any of the foregoing actions, the Property Trustee shall, at the
expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that such action shall not cause the Issuer Trust to be
taxable as a corporation or classified as other than a grantor trust for United
States Federal income tax purposes or to be required to be registered as an
"investment company" under the Investment Company Act.

                  (c)      If any proposed amendment to the Trust Agreement
provides for, or the Issuer Trustees otherwise propose to effect, (i) any action
that would adversely affect in any material respect the powers, preferences or
special rights of the Capital Securities, whether by way of amendment to this
Trust Agreement or otherwise, or (ii) the dissolution, winding-up or termination
of the Issuer Trust, other than pursuant to the terms of this Trust Agreement,
then the Holders of Outstanding Capital Securities will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of a Majority in Liquidation Amount of
the Capital Securities. Notwithstanding any other provision of this Trust


                                      -32-

<PAGE>


Agreement, no amendment to this Trust Agreement may be made if, as a result of
such amendment, it would cause the Issuer Trust to be taxable as a corporation
or classified as other than a grantor trust for United States Federal income tax
purposes or to be required to be registered as an "investment company" under the
Investment Company Act.

         SECTION 6.2       Notice of Meetings.

                  Notice of all meetings of the Holders of the Capital
Securities, stating the time, place and purpose of the meeting, shall be given
by the Property Trustee pursuant to Section 10.8 to each Holder of Capital
Securities, at such Holder's registered address, at least 15 days and not more
than 90 days before the meeting. At any such meeting, any business properly
before the meeting may be so considered whether or not stated in the notice of
the meeting. Any adjourned meeting may be held as adjourned without further
notice.

         SECTION 6.3       Meetings of Holders of the Capital Securities.

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

                  The Holders of a Majority in Liquidation Amount of the Capital
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Capital Securities.

                  If a quorum is present at a meeting, an affirmative vote by
the Holders present, in person or by proxy, holding Capital Securities
representing a Majority in Liquidation Amount of the Capital Securities held by
the Holders present, either in person or by proxy, at such meeting shall
constitute the action of the Holders of the Capital Securities, unless this
Trust Agreement requires a greater number of affirmative votes.

         SECTION 6.4       Voting Rights.

                  Holders shall be entitled to one vote for each $1,000 of
Liquidation Amount represented by their Outstanding Trust Securities in respect
of any matter as to which such Holders are entitled to vote.

         SECTION 6.5       Proxies, etc.

                  At any meeting of Holders, any Holder 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 Issuer 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


                                      -33-

<PAGE>


solicited in the name of the Property Trustee or one or more officers of the
Property Trustee. Only Holders 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 Holder 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       Holder Action by Written Consent.

                  Any action that may be taken by Holders at a meeting may be
taken without a meeting if Holders holding a Majority in Liquidation Amount of
all Capital Securities entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any other 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 Holders who are entitled
to notice of and to vote at any meeting or by written consent, or to participate
in any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees or Property Trustee may from time to
time fix a date, not more than 90 days prior to the date of any meeting of
Holders 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 Holders of record for
such purposes.

         SECTION 6.8       Acts of Holders.

                  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 Holders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such Holders 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 is or 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 Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.1) conclusive in favor of the Issuer
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


                                      -34-

<PAGE>


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 Person
acting in a capacity other than his or her individual capacity, such certificate
or affidavit shall also constitute sufficient proof of his or her authority. The
fact and date of the execution by any Person of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that any Issuer Trustee receiving the same deems sufficient and in
accordance with such reasonable rules as such Issuer Trustee may determine.

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

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

                  Without limiting the foregoing, a Holder 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 among the Holders or the Issuer
Trustees with respect to the authenticity, validity or binding nature of any
request, demand, authorization, direction, consent, waiver or other action of
such Holder or Issuer 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 Issuer Trust shall be open to inspection by
Holders during normal business hours for any purpose reasonably related to such
Holder's interest as a Holder.

                                  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 as to itself, hereby represents and warrants for the benefit of
the Depositor and the Holders that:


                                      -35-

<PAGE>


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

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

                  (c)      the Delaware Trustee is a national banking
association with its principal place of business in the State of Delaware;

                  (d)      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;

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

                  (f)      the execution, delivery and performance of this Trust
Agreement has been duly authorized by all necessary corporate or other action on
the part of the Property Trustee and the Delaware Trustee 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 Charter or
By-laws of the Property Trustee or the Delaware Trustee, (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 is a party or by which it is bound,
or (iii) violate any law, governmental rule or regulation of the United States
or the State of Delaware, as the case may be, governing the banking, trust or
general powers of the 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;

                  (g)      neither the authorization, execution or delivery by
the Property Trustee or the Delaware Trustee 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 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 law of the United States or the State of Delaware governing the
banking, trust or general powers of the Property Trustee or the Delaware
Trustee, as appropriate in context; and


                                      -36-

<PAGE>


                  (h)      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
that, individually or in the aggregate, would materially and adversely affect
the Issuer 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 Issuer Trustees under this Trust
Agreement.

         SECTION 7.2       Representations and Warranties of Depositor.

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

                  (a)      the Trust Securities Certificates issued at the
Closing Date on behalf of the Issuer Trust have been duly authorized and will
have been duly and validly executed, issued and delivered by the Issuer Trustees
pursuant to the terms and provisions of, and in accordance with the requirements
of, this Trust Agreement and the Holders 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 Issuer Trust (or the Issuer Trustees on behalf of the
Issuer 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 ISSUER TRUSTEES

         SECTION 8.1       Certain Duties and Responsibilities.

                  (a)      The duties and responsibilities of the Issuer
Trustees shall be as provided by this Trust Agreement and, in the case of the
Property Trustee, subject to Section 10.10 hereof. Notwithstanding the
foregoing, no provision of this Trust Agreement shall require any of the Issuer
Trustees to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it 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 Issuer Trustees shall
be subject to the provisions of this Section 8.1. Nothing in this Trust
Agreement shall be construed to release an Administrative Trustee from liability
for his or her own negligent action, his or her own negligent failure to act, or
his or her own willful misconduct. To the extent that, at law or in equity, an
Issuer Trustee has duties and liabilities relating to the Issuer Trust or to the
Holders, such Issuer Trustee shall not be liable to the Issuer Trust or to any
Holder for such Issuer Trustee's good faith reliance on the provisions of this
Trust Agreement. The provisions of this

                                      -37-

<PAGE>


Trust Agreement, to the extent that they restrict the duties and liabilities
of the Issuer Trustees otherwise existing at law or in equity, are agreed by
the Depositor and the Holders to replace such other duties and liabilities of
the Issuer 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 Holder, 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 Issuer 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 Issuer Trustees expressly set
forth elsewhere in this Trust Agreement or, in the case of the Property Trustee,
in the Trust Indenture Act.

                  (c)      The Property Trustee, before the occurrence of any
Trust Event of Default and after the curing of all Trust Events of Default that
may have occurred, shall undertake to perform only such duties as are
specifically set forth in this Trust Agreement (including pursuant to Section
10.10), and no implied covenants shall be read into this Trust Agreement against
the Property Trustee. If a Trust Event of Default has occurred and is
continuing, the Property Trustee shall exercise such of the rights and powers
vested in it by this Trust Agreement, and use the same degree of care and skill
in its exercise thereof, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

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

                                    (A) the duties and obligations of the
                           Property Trustee shall be determined solely by the
                           express provisions of this Trust Agreement (including
                           pursuant to Section 10.10), and the Property Trustee
                           shall not be liable except for the performance of
                           such duties and obligations as are specifically set
                           forth in this Trust Agreement (including pursuant to
                           Section 10.10); and

                                    (B) in the absence of bad faith on the part
                           of the Property Trustee, the Property Trustee may
                           conclusively rely, as to the truth of the statements
                           and the correctness of the opinions expressed
                           therein, upon any certificates or opinions furnished
                           to the Property Trustee and conforming to the
                           requirements of this Trust Agreement; but in the case
                           of any such certificates or opinions that by any
                           provision hereof or of the Trust

                                      -38-

<PAGE>


                           Indenture Act are specifically required to be
                           furnished to the Property Trustee, the Property
                           Trustee shall be under a duty to examine the same to
                           determine whether or not they conform to the
                           requirements of this Trust Agreement.

                           (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 a Majority in Liquidation Amount of the Capital 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 Debentures and the Payment Account shall be to deal
                  with such property in a similar manner as the Property Trustee
                  deals with similar property for its own account, subject to
                  the protections and limitations on liability afforded to the
                  Property Trustee under this Trust Agreement and the Trust
                  Indenture Act;

                           (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;

                           (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 any other
                  Issuer Trustee or the Depositor; and

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

                  (e)      The Administrative Trustees shall not be responsible
for monitoring the compliance by the other Issuer Trustees or the Depositor with
their respective duties under this Trust Agreement, nor shall either
Administrative Trustee be liable for the


                                      -39-

<PAGE>


default or misconduct of any other Administrative Trustee, the other Issuer
Trustees or the Depositor.

         SECTION 8.2       Certain Notices.

                  Within five calendar days after the occurrence of any Trust
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 Trust Event of Default to the Holders, the Administrative Trustees and
the Depositor, unless such Trust Event of Default shall have been cured or
waived.

                  Within five calendar days after the receipt of notice of the
Depositor's exercise of its right to defer the payment of interest on the
Debentures 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 Holders, unless such exercise shall have been revoked.

                  The Property Trustee shall not be deemed to have knowledge of
any Trust Event of Default unless the Property Trustee shall have received
written notice or a Responsible Officer of the Property Trustee charged with the
administration of this Trust Agreement shall have obtained actual knowledge of
such Trust Event of Default.

         SECTION 8.3       Certain Rights of Property Trustee.

                  Subject to the provisions of Section 8.1:

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

                  (b)      if (i) in performing its duties under this Trust
Agreement the Property Trustee is required to decide between alternative courses
of action, (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 Holders of the Capital Securities are entitled to vote
under the terms of this Trust Agreement, the Property Trustee shall deliver a
notice to the Depositor requesting the Depositor's opinion 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; provided, however, that if
the Property Trustee does not receive such instructions of the Depositor within
ten Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than two Business Days), it may, but shall be under no duty to, take
or refrain from


                                      -40-

<PAGE>


taking such action not inconsistent with this Trust Agreement as it shall deem
advisable and in the best interests of the Holders, in which event the Property
Trustee shall have no liability except for its own bad faith, negligence or
willful misconduct;

                  (c)      any direction or act of the Depositor contemplated by
this Trust Agreement shall be sufficiently evidenced by an Officers'
Certificate;

                  (d)      any direction or act of an Administrative Trustee
contemplated by this Trust Agreement shall be sufficiently evidenced by a
certificate executed by such Administrative Trustee and setting forth such
direction or act;

                  (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 re-registration thereof;

                  (f)      the Property Trustee may consult with counsel (which
counsel may be counsel to the Depositor or any of its Affiliates, and may
include any of its employees) and the advice of such counsel shall be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; 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 Holders pursuant to this Trust Agreement,
unless such Holders shall have offered to the Property Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction; provided that,
nothing contained in this Section 8.3(g) shall be taken to relieve the Property
Trustee, upon the occurrence of a Trust Event of Default, of its obligation to
exercise the rights and powers vested in it by this Trust Agreement;

                  (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 Holders, 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 misconduct 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

                                      -41-

<PAGE>


instructions from the Holders (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 any Issuer 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 such Person 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 any Issuer 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 Issuer Trust and the
Depositor, and the Issuer Trustees do not assume any responsibility for their
correctness. The Issuer Trustees shall not be accountable for the use or
application by the Depositor of the proceeds of the Debentures.

                  The Property Trustee may conclusively assume that any funds
held by it hereunder are legally available unless an officer of the Property
Trustee assigned to its Corporate Trust Administration department shall have
received written notice from the Depositor, any Holder or any other Issuer
Trustee that such funds are not legally available.

         SECTION 8.5       May Hold Securities.

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

         SECTION 8.6       Compensation; Indemnity; Fees.

                  The Depositor agrees:

                  (a)      to pay to the Issuer Trustees from time to time such
reasonable compensation for all services rendered by them hereunder as may be
agreed by the Depositor and the Issuer Trustees from time to time (which
compensation shall not be

                                      -42-

<PAGE>


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

                  (c)      to the fullest extent permitted by applicable law, to
indemnify and hold harmless (i) each Issuer Trustee, (ii) any Affiliate of any
Issuer Trustee, (iii) any officer, director, shareholder, employee,
representative or agent of any Issuer Trustee, and (iv) any employee or agent of
the Issuer Trust (referred to herein as an "Indemnified Person") from and
against any loss, damage, liability, tax, penalty, expense, action, suit or
claim of any kind or nature whatsoever incurred by such Indemnified Person by
reason of the creation, operation or termination of the Issuer Trust or any act
or omission performed or omitted by such Indemnified Person on behalf of the
Issuer Trust, except that no Indemnified Person shall be entitled to be
indemnified in respect of any loss, damage or claim incurred by such Indemnified
Person by reason of negligence, bad faith or willful misconduct with respect to
such acts or omissions.

                  The provisions of this Section 8.6 shall survive the
termination of this Trust Agreement and the removal or resignation of any Issuer
Trustee.

                  No Issuer Trustee may claim any Lien 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
Issuer Trustees.

                  (a)      There shall at all times be a Property Trustee
hereunder with respect to the Trust Securities. The Property Trustee shall be a
Person that is a national or state chartered bank and eligible pursuant to the
Trust Indenture Act to act as such and that 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 and to the extent
permitted by the Trust Indenture Act, 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. At the
time of appointment, the Property Trustee must have securities rated in one of
the three highest rating categories by a nationally recognized statistical
rating organization.


                                      -43-

<PAGE>


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

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

         SECTION 8.8       Conflicting Interests.

                  (a)      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.

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

         SECTION 8.9       Co-Trustees and Separate Trustee.

                  Unless a Trust 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 Holders of Common
Securities 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. Any co-trustee or separate trustee appointed pursuant to this
Section shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States, or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity. In case a Trust Event of Default shall have
occurred and be continuing, the Property Trustee alone shall have the power to
make such appointment.

                  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

                                      -44-

<PAGE>


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 by one or more
Administrative Trustees, and the Trust Securities shall be delivered by the
Property Trustee, 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 Property Trustee specified
hereunder shall be exercised solely by the Property Trustee 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 Debenture 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
resigning 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 Issuer Trustee (the "Relevant
Trustee") and no appointment of a successor Issuer Trustee pursuant to this
Article shall become effective


                                      -45-

<PAGE>


until the acceptance of appointment by the successor Issuer Trustee in
accordance with the applicable requirements of Section 8.11.

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

                  Unless a Debenture Default shall have occurred and be
continuing, any Issuer Trustee may be removed at any time by Act of the Holders
of Common Securities. The Property Trustee or the Delaware Trustee, or both of
them, may be removed by Act of the Holders of a Majority in Liquidation Amount
of the Capital Securities, delivered to the Relevant Trustee (in its individual
capacity and on behalf of the Trust) for cause or if a Debenture Default shall
have occurred and be continuing. An Administrative Trustee may be removed by the
Holders of Common Securities at any time. In no event will the Holders of the
Capital Securities have a right to vote to appoint, remove or replace the
Administrative Trustees.

                  If any Issuer Trustee shall resign, be removed or become
incapable of acting as Issuer Trustee, or if a vacancy shall occur in the office
of any Issuer Trustee for any reason, at a time when no Debenture Default shall
have occurred and be continuing, the Holders of Common Securities, by Act of the
Holders of Common Securities, shall promptly appoint a successor Issuer Trustee
or Issuer Trustees, and the retiring Issuer 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
Debenture Default shall have occurred and be continuing, the Holders of Capital
Securities, by Act of the Holders of a Majority in Liquidation Amount of the
Capital Securities then Outstanding, shall promptly appoint a successor Relevant
Trustee or Trustees, 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 Debenture Default shall have occurred and be continuing, the Holders of Common
Securities by Act of the Holders of Common Securities shall promptly appoint a
successor Administrative Trustee or Administrative Trustees and such successor
Administrative Trustee or Trustees shall comply with the applicable requirements
of Section 8.11. If no successor Relevant Trustee shall have been so appointed
by the Holders of Common Securities or the Holders of Capital Securities and
accepted appointment in the manner required by Section 8.11, any Holder who has
been a Holder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Relevant Trustee.

                  The Property Trustee shall give notice of each resignation and
each removal of an Issuer Trustee and each appointment of a successor Issuer
Trustee to all Holders in the


                                      -46-

<PAGE>


manner provided in Section 10.8 and shall give notice to the Depositor. Each
notice shall include the name of the successor Relevant Trustee and the address
of its Corporate Trust Office if it is the Property Trustee.

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

         SECTION 8.11      Acceptance of Appointment by Successor.

                  In case of the appointment hereunder of a successor Issuer
Trustee such successor Issuer Trustee so appointed shall execute, acknowledge
and deliver to the Issuer Trust and to the retiring Issuer Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Issuer Trustee shall become effective and such successor Issuer
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Issuer Trustee; but,
on the request of the Depositor or the successor Issuer Trustee, such retiring
Issuer Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Issuer Trustee all the rights, powers
and trusts of the retiring Issuer Trustee and if the Property Trustee is the
resigning Issuer Trustee shall duly assign, transfer and deliver to the
successor Issuer Trustee all property and money held by such retiring Property
Trustee hereunder. Notwithstanding the foregoing, any successor Delaware Trustee
shall file an amendment to the Certificate of Trust with the Secretary of State
of the state of Delaware.

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

                                      -47-

<PAGE>


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 Issuer Trust.

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

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

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

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

         SECTION 8.13      Preferential Collection of Claims Against Depositor
or Issuer Trust.

                  If and when the Property Trustee shall be or become a creditor
of the Depositor or the Issuer Trust (or any other obligor upon the Capital
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor,
the Guarantor or the Issuer Trust (or any such other obligor).

         SECTION 8.14      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 Issuer Trust or any other obligor
upon the Trust Securities or the property of the Issuer 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
Issuer 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


                                      -48-

<PAGE>


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.

         SECTION 8.15      Reports by Property Trustee.

                  (a)      Not later than February 28 of each year (commencing
in 20__), the Property Trustee shall transmit to all Holders in accordance with
Section 10.8, and to the Depositor, a brief report dated as of the immediately
preceding December 31 with respect to:

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

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

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

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


                                      -49-

<PAGE>


                  (c)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with the Commission
and with the Depositor.

         SECTION 8.16      Reports to the Property Trustee.

                  Each of the Depositor, the Guarantor and the Administrative
Trustees 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. The Depositor, the Guarantor and the Administrative Trustees
shall annually file with the Property Trustee a certificate specifying whether
such Person is in compliance with all of the terms and covenants applicable to
such Person hereunder.

         SECTION 8.17      Evidence of Compliance with Conditions Precedent.

                  Each of the Depositor, the Guarantor and the Administrative
Trustees 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 8.18      Number of Issuer Trustees.

                  (a)      The number of Issuer Trustees initially shall be six,
provided that the Property Trustee and the Delaware Trustee may be the same
Person, in which case the number of Issuer Trustees may be less than six.

                  (b)      If an Issuer Trustee ceases to hold office for any
reason, a vacancy shall occur. The vacancy shall be filled with an Issuer
Trustee appointed in accordance with Section 8.10.

                  (c)      The death, resignation, retirement, removal,
bankruptcy, incompetence or incapacity to perform the duties of an Issuer
Trustee shall not operate to annul, dissolve or terminate the Issuer Trust.

         SECTION 8.19      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

                                      -50-

<PAGE>


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

         SECTION 8.20      Appointment of Administrative Trustees.

                  (a)      The Administrative Trustees shall initially be Jorge
A. Junquera, an individual, and Richard Barrios, an individual, and their
successors shall be appointed by the Holders of a Majority in Liquidation Amount
of the Common Securities and may resign or be removed by the Holders of a
Majority in Liquidation Amount of the Common Securities at any time. Upon any
resignation or removal, the Depositor shall promptly appoint a successor
Administrative Trustee. Each Administrative Trustee shall sign an agreement
agreeing to comply with the terms of this Trust Agreement. If at any time there
is no Administrative Trustee, the Property Trustee or any Holder who has been a
Holder of Trust Securities for at least six months may petition any court of
competent jurisdiction for the appointment of one or more Administrative
Trustees.

                  (b)      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 this Section 8.20, the Administrative
Trustees in office, regardless of their number (and not withstanding 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.

                  (c)      Notwithstanding the foregoing or any other provision
of this Trust Agreement, if any Administrative 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
the acts of the remaining Administrative Trustee, if there were at least two of
them prior to such vacancy, and by the Depositor, if there were not two such
Administrative Trustees immediately prior to such vacancy (with the successor
being a Person who satisfies the eligibility requirement for Administrative
Trustees set forth in Section 8.7).

         SECTION 8.21      Outside Business.

                  The Depositor and any Issuer 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
Issuer Trust, and the Issuer Trust and the Holders of Capital Securities shall
have no rights by virtue of this Trust Agreement in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any such
venture, even if competitive with the business of the Issuer Trust, shall not be
deemed wrongful or improper. Neither the Depositor, nor any Issuer Trustee,
shall be obligated to present any particular investment or other opportunity to
the Issuer Trust even if such opportunity is of a character that, if presented
to the Issuer Trust, could be taken by the Issuer Trust, and the Depositor or
any Issuer Trustee shall have the right to

                                      -51-

<PAGE>


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
Issuer Trustee may engage or be interested in any financial or other transaction
with the Depositor or any Affiliate of the Depositor, or may act as depositary
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.

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

         SECTION 9.1       Termination Upon Expiration Date.

                  Unless earlier terminated, the Issuer Trust shall
automatically terminate on _____, 20__ (the "Expiration Date"), following the
distribution of the Trust Property in accordance with Section 9.4.

         SECTION 9.2       Early Termination.

                  The first to occur of any of the following events is an "Early
Termination Event":

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

                  (b)      the written direction to the Property Trustee from
all of the Holders of the Common Securities, as well as the delivery of an
Opinion of Counsel that Holders of Capital Securities will not recognize income
or loss for United States Federal income tax purposes as a result, at any time
to terminate the Issuer Trust and to distribute the Debentures to Holders in
exchange for the Capital Securities (which direction is optional and wholly
within the discretion of the Holders of the Common Securities);

                  (c)      the redemption of all of the Capital Securities in
connection with the contemporaneous redemption or maturity of all the
Debentures; and

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

         SECTION 9.3       Termination.

                  The respective obligations and responsibilities of the Issuer
Trustees and the Issuer Trust created and continued hereby shall terminate upon
the latest to occur of the following: (a) the distribution by the Property
Trustee to Holders of all amounts required to be distributed hereunder upon the
liquidation of the Issuer Trust pursuant to Section 9.4, or upon the redemption
of all of the Trust Securities pursuant to Section 4.2; (b) the payment of any
expenses owed by the Issuer 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 Issuer Trust or the Holders.


                                      -52-

<PAGE>


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

                           (i)      state the Liquidation Date;

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

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

                  (b)      Except where Section 9.2(c) or 9.4(d) applies, in
order to effect the liquidation of the Issuer Trust and distribution of the
Debentures to Holders, the Property Trustee, either itself acting as exchange
agent or through the appointment of a separate exchange agent, shall establish a
record date for such distribution (which shall be not more than 30 days prior to
the Liquidation Date) and, establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

                  (c)      Except where Section 9.2(c) or 9.4(d) applies, after
the Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to Holders of Trust Securities Certificates, upon surrender of such
Certificates to the exchange agent for exchange, (iii) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like
Amount of Debentures bearing accrued and unpaid interest in an amount equal to
the accumulated and unpaid Distributions 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 Debentures) and (iv) all
rights of Holders holding Trust Securities will cease, except the right of such
Holders to receive Debentures upon surrender of Trust Securities Certificates.

                  (d)      If, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or

                                      -53-

<PAGE>


otherwise, distribution of the Debentures in the manner provided herein is
determined by the Property Trustee not to be practical, or if an Early
Termination Event specified in Section 9.2(c) has occurred and the entire
Redemption Price properly paid, the Trust Property shall be liquidated, and the
Issuer Trust shall be dissolved, wound-up or terminated, by the Property Trustee
in such manner as the Property Trustee determines. In such event, on the date of
the dissolution, winding-up or other termination of the Issuer Trust, Holders
will be entitled to receive out of the assets of the Issuer Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the
Issuer 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 dissolution, winding up or termination, the Liquidation Distribution
can be paid only in part because the Issuer 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 Issuer Trust on the
Trust Securities shall be paid on a pro rata basis (based upon Liquidation
Amounts). The Holders of the Common Securities will be entitled to receive
Liquidation Distributions upon any such dissolution, winding-up or termination
pro rata (determined as aforesaid) with Holders of Capital Securities, except
that, if a Debenture Default has occurred and is continuing, the Capital
Securities shall have a priority over the Common Securities as provided in
Section 4.3.

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

                  The Issuer Trust may not merge with or into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other body, except
pursuant to this Section 9.5. At the request of the Holders of the Common
Securities, with the consent of the Administrative Trustees (the consent of the
Property Trustee, the Delaware Trustee and the Holders of the Capital Securities
not being required), the Issuer Trust may merge with or into, consolidate,
amalgamate, or be replaced by or convey, transfer or lease its properties and
assets substantially as an entirety to a trust organized as such under the laws
of the United States, any State or the District of Columbia; provided that if
the Issuer Trust is not the surviving entity (i) such successor entity either
(a) expressly assumes all of the obligations of the Issuer Trust with respect to
the Capital Securities, or (b) substitutes for the Capital Securities other
securities having substantially the same terms as the Capital Securities (the
"Successor Securities") so long as the Successor Securities have the same
priority as the Capital Securities with respect to Distributions and payments
upon liquidation, redemption and otherwise, (ii) a trustee of such successor
entity possessing the same powers and duties as the Property Trustee is
appointed to hold the Debentures, (iii) such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
rating of the Capital Securities (including any Successor Securities) to be
downgraded or withdrawn by any nationally recognized statistical rating
organization which assigns ratings to the Capital Securities, (iv) the Successor
Securities are listed, or any Successor Securities will be listed upon notice of
issuance, on the national securities exchange, the Nasdaq National Market or on
such other exchange, interdealer quotation system or self regulatory
organization as the Capital Securities are then listed, if any (it being
understood that the Depositor has no current intention of listing the Capital
Securities on any national stock exchange, the Nasdaq National Market or on any
other exchange,

                                      -54-

<PAGE>


interdealer quotation system or self-regulatory organization), (v) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Capital Securities (including any Successor Securities) in any material respect,
(vi) after giving effect to the transaction, no Debenture Default and no event
which, after the giving of notice or the lapse of time, or both, would become a
Debenture Default, has occurred and is continuing under the Indenture, (vii)
such successor entity has a purpose substantially identical to that of the
Issuer Trust, (viii) prior to such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, the Depositor has received an
opinion from independent counsel to the Issuer Trust to the effect that (a) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Capital Securities (including any Successor Securities) in any material
respect, (b) the Issuer Trust continues to be, and the successor entity shall
be, a grantor trust for United States Federal income tax purposes and (c)
following such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease, neither the Issuer Trust nor such successor entity will be
required to register as an "investment company" under the Investment Company
Act, and (ix) the Depositor or its permitted successor or permitted transferee
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 Agreement. Notwithstanding the foregoing,
the Issuer Trust shall not, except with the consent of Holders of all of the
Capital Securities, consolidate, amalgamate, merge with or into, or be replaced
by or convey, transfer or lease its properties and assets substantially as an
entirety to any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Issuer Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States Federal income tax
purposes or the Issuer Trust to be required to be registered as an "investment
company" under the Investment Company Act.

                                   ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1      Limitation of Rights of Holders.

                  Except as set forth in Section 9.2, 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 entitle the legal
representatives or heirs of such person or any Holder 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.


                                      -55-

<PAGE>


         SECTION 10.2      Amendment.

                  (a)      This Trust Agreement may be amended from time to time
by the Property Trustee, the Administrative Trustees, the Guarantor and the
Holders of all of the Common Securities, without the consent of any Holder of
the Capital Securities, (i) to cure any ambiguity, correct or supplement any
provision herein that 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
Issuer Trust will not be taxable as a corporation or classified as other than a
grantor trust for United States Federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Issuer Trust will not
be required to register as an "investment company" under the Investment Company
Act, provided, however, that in the case of either clause (i) or clause (ii)
such action shall not adversely affect in any material respect the interests of
any Holder, and any such amendment of this Trust Agreement shall become
effective when notice thereof is given to the Holders.

                  (b)      Except as provided in Section 10.2(c), any provision
of this Trust Agreement may be amended by the Issuer Trustees, the Guarantor and
the Holders of all of the Common Securities and with (i) the consent of Holders
of a Majority in Liquidation Amount of the Trust Securities, and (ii) receipt by
the Issuer Trustees of an Opinion of Counsel to the effect that such amendment
or the exercise of any power granted to the Issuer Trustees in accordance with
such amendment will not cause the Issuer Trust to be taxable as a corporation or
as other than a grantor trust for United States Federal income tax purposes or
affect the Issuer Trust's exemption from status as 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 Holder
(such consent being obtained in accordance with Section 6.3 or 6.6), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities, (ii) change the Redemption Date,
Redemption Price, the Liquidation Distribution or events that would cause a
redemption of Trust Securities or liquidation, dissolution or termination of the
Issuer Trust or (iii) restrict the right of a Holder to institute suit for the
enforcement of any such payment on or after its due date, including the right to
bring a Direct Action; and notwithstanding any other provision herein, without
the unanimous consent of the Holders (such consent being obtained in accordance
with Section 6.3 or 6.6), this Section 10.2(c) may not be amended.

                  (d)      Notwithstanding any other provisions of this Trust
Agreement, no Issuer Trustee shall enter into or consent to any amendment to
this Trust Agreement that would cause the Issuer Trust to fail or cease to
qualify for the exemption from status as an "investment company" under the
Investment Company Act or to be taxable as a corporation or to be classified as
other than a grantor trust for United States Federal income tax purposes.


                                      -56-

<PAGE>


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

                  (f)      In the event that any amendment to this Trust
Agreement is made, the Administrative Trustees or the Property Trustee shall
promptly provide to the Depositor and the Guarantor 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 that
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 HOLDERS, THE ISSUER TRUST, THE DEPOSITOR, THE GUARANTOR AND THE ISSUER
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
APPLICABLE TO AGREEMENTS MADE AND WHOLLY TO BE PERFORMED IN SUCH STATE, WITHOUT
REGARD TO CONFLICTS 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, with the
same force and effect as though made on the date fixed for such payment, and no
Distributions shall accumulate on such unpaid amount 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 Guarantor, the Issuer Trust
and any Issuer 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 Eight of the


                                      -57-

<PAGE>


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

         SECTION 10.7      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 that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Holder, the Depositor or the Guarantor may be given or served in
writing by deposit thereof, first-class postage prepaid, in the United States
mail, hand delivery or facsimile transmission, in each case, addressed, (a) in
the case of a Holder of Capital Securities, to such Holder as such Holder's name
and address may appear on the Securities Register; and (b) in the case of the
Holder of the Common Securities, the Depositor or the Guarantor, to Popular
North America, Inc., 209 Munoz Rivera Avenue, San Juan, Puerto Rico 00918,
Attention: Secretary, facsimile no.: _________, or to such other address as may
be specified in a written notice by the Holder of the Common Securities or the
Depositor, as the case may be, to the Property Trustee. Such notice, demand or
other communication to or upon a Holder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission. Such notice, demand or other communication to or upon the
Depositor shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Depositor.

                  Any notice, demand or other communication that by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon the Property Trustee, the Delaware Trustee, the Administrative
Trustees or the Issuer Trust shall be given in writing addressed to such Person
as follows: (a) with respect to the Property Trustee to The Bank of New York
Mellon [address to come]; (b) with respect to the Delaware Trustee, to BNY
Mellon Trust of Delaware [address to come];(c) with respect to the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Popular North America
Capital Trust __"; and (d) with respect to the Issuer Trust, to its principal
office specified in Section 2.1, with a copy to the Property Trustee. Such
notice, demand or other communication to or upon the Issuer Trust, the Property
Trustee or the Administrative Trustees shall be deemed to have been sufficiently
given or made only upon actual receipt of the writing by the Issuer Trust, the
Property Trustee or such Administrative Trustee.

         SECTION 10.9      Agreement Not to Petition.

                  Each of the Issuer Trustees, the Depositor and the Guarantor
agrees for the benefit of the Holders that, until at least one year and one day
after the Issuer Trust has been

                                      -58-

<PAGE>


terminated in accordance with Article IX, they shall not file, or join in the
filing of, a petition against the Issuer Trust under Bankruptcy Laws or
otherwise join in the commencement of any proceeding against the Issuer Trust
under any Bankruptcy Law. If any action is taken in violation of this Section
10.9, the Property Trustee agrees, for the benefit of Holders, that at the
expense of the Depositor and the Guarantor, it shall file an answer with the
bankruptcy court or otherwise properly contest the filing of such petition
against the Issuer Trust or the commencement of such action and raise the
defense that the Depositor and the Guarantor have 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 Issuer Trustees or the Issuer Trust may
assert.

         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 Issuer Trustee
that 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 or deemed to be
included in this Trust Agreement by any of the provisions of the Trust Indenture
Act, such required or deemed provisions 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
Issuer Trust.

         SECTION 10.11     Acceptance of Terms of Trust Agreement, Guarantee
Agreement and Indenture.

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

                                      -59-

<PAGE>




                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                      -60-

<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Trust Agreement.

                        POPULAR NORTH AMERICA, INC.,
                               as Depositor


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


                        POPULAR, INC.,
                               as Guarantor

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


                        THE BANK OF NEW YORK MELLON,
                               as Property Trustee

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

                        BNY MELLON TRUST OF DELAWARE,
                                as Delaware Trustee

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


                        ----------------------------------------------------
                        Name:  Jorge A. Junquera, an individual,
                               as Administrative Trustee

                        ----------------------------------------------------
                        Name:  Richard Barrios, an individual,
                               as Administrative Trustee



                                      -61-

<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                      POPULAR NORTH AMERICA CAPITAL TRUST ___

         THIS Certificate of Trust of Popular North America Capital Trust ___
(the "Trust") is being duly executed and filed by the undersigned, as trustees,
to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C.
Section 3801 et seq.) (the "Act").

         1.       Name. The name of the statutory trust formed hereby is Popular
North America Capital Trust ___.

         2.       Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is [to come].

         3.       Effective Date. This Certificate of Trust shall be effective
upon filing.

         IN WITNESS WHEREOF, the undersigned have duly executed this Certificate
in accordance with Section 3811(a) of the Act.

                                 BNY MELLON TRUST OF DELAWARE,
                                 as Trustee

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


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


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



                                      A-1

<PAGE>

                                                                       EXHIBIT B

                      [FORM OF LETTER OF REPRESENTATIONS]





                                       B-1

<PAGE>

                                                                       EXHIBIT C

                     [FORM OF COMMON SECURITIES CERTIFICATE]

             TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THIS
           CERTIFICATE IS NOT TRANSFERABLE EXCEPT TO THE DEPOSITOR OR
           AN AFFILIATE OF THE DEPOSITOR IN COMPLIANCE WITH APPLICABLE
              LAW AND SECTION 5.11 OF THE TRUST AGREEMENT AND ONLY
                  IN CONNECTION WITH A SIMULTANEOUS DELEGATION
                     AND ASSIGNMENT OF THE EXPENSE AGREEMENT
                               REFERRED TO THEREIN

Certificate Number                                 Number of Common Securities
         CI-

                    Certificate Evidencing Common Securities

                                       of

                      Popular North America Capital Trust __

                            _____% Common Securities
                 (liquidation amount $1,000 per Common Security)

         Popular North America Capital Trust __, a statutory trust formed under
the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
[NAME OF HOLDER] (the "Holder") is the registered owner of     Common Securities
of the Issuer Trust representing common undivided beneficial interests in the
assets of the Issuer Trust and designated the _____% Common Securities
(liquidation amount $1,000 per Common Security) (the "Common Securities"). To
the fullest extent permitted by applicable law and except in accordance with
Section 5.11 of the Trust Agreement (as defined below) the Common Securities are
not transferable and any attempted transfer hereof other than in accordance
therewith 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 Issuer Trust, dated as of _____,
20__, as the same may be amended from time to time (the "Trust Agreement"),
among Popular North America, Inc., as Depositor, Popular, Inc., as Guarantor,
The Bank of New York Mellon, as Property Trustee, BNY Mellon Trust of Delaware,
as Delaware Trustee, and the Administrative Trustees named therein, including
the designation of the terms of the Common Securities as set forth therein. The
Issuer Trust will furnish a copy of the Trust Agreement to the Holder without
charge upon written request to the Issuer Trust at its principal place of
business or registered office.


                                      C-1

<PAGE>


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

         Terms used but not defined herein have the meanings set forth in the
Trust Agreement.

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

                                 POPULAR NORTH AMERICA CAPITAL TRUST __


                                 By: -----------------------------_
                                     Name:
                                     Administrative Trustee


                                      C-2

<PAGE>

                                                                       EXHIBIT D


                           [FORM OF EXPENSE AGREEMENT]

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

     AGREEMENT AS TO EXPENSES AND LIABILITIES, dated as of __________, 20__,
among Popular North America, Inc., a Delaware corporation (the "Corporation"),
Popular, Inc., a Puerto Rico corporation (the  "Guarantor") and Popular North
America Capital Trust __, a Delaware statutory trust (the "Issuer Trust").

     WHEREAS, the Issuer Trust intends to issue its Common Securities (the
"Common Securities") to and acquire ____% Junior Subordinated Debentures of the
Corporation (the "Debentures") from the Corporation and to issue and sell ____%
Capital Securities (the "Capital Securities") with such powers, preferences and
special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Issuer Trust, dated as of __________, 20__ among the
Corporation, as Depositor, Popular, Inc., as Guarantor, The Bank of New York
Mellon, as Property Trustee, BNY Mellon Trust of Delaware, as Delaware Trustee,
and the Administrative Trustees named therein, as the same may be amended from
time to time (the "Trust Agreement");

     WHEREAS, the Corporation will own all of the Common Securities of the
Trust;

     WHEREAS, terms used but not defined herein have the meanings set forth in
the Trust Agreement;

     NOW, THEREFORE, for good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged:

                                    ARTICLE I

     Section 1.1.    Guarantee by the Corporation and the Guarantor. Subject to
the terms and conditions hereof, the Corporation and the Guarantor hereby
jointly and severally irrevocably and unconditionally guarantee to each person
or entity to whom the Issuer 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 (i) all debts and other obligations of the Issuer Trust,
other than obligations of the Issuer Trust to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms of the Trust
Securities, (ii) all costs and expenses of the Issuer Trust, including without
limitation costs and expenses relating to the organization of the Issuer Trust,
the fees and expenses of the Trustees (as defined in the Trust Agreement) and
the costs and expenses relating to the operation of the Issuer Trust, and (iii)
any and all taxes and costs and expenses with respect thereto to which the
Issuer Trust might become subject, in each case, including without limitation,
any such costs, expenses or liabilities of the Issuer Trust that are required by
applicable law to be satisfied in connection with the termination of the Issuer
Trust. 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.


                                      D-1

<PAGE>


     Section 1.2.   Subordination of Guarantee. The guarantee and other
liabilities and obligations of the Corporation and the Guarantor under this
Agreement shall constitute joint and several unsecured obligations of the
Corporation and the Guarantor, respectively, and shall rank subordinate and
junior in right of payment to all Senior Debt (as defined in the Indenture) of
the Corporation and the Guarantor, as the case may be, to the extent and in the
manner set forth in the Indenture with respect to the Debentures, and the
provisions of Article XII of the Indenture will apply, mutatis mutandis, to the
obligations of the Corporation and the Guarantor hereunder. The obligations of
the Corporation and the Guarantor hereunder do not constitute Senior Debt (as
defined in the Indenture) of the Corporation or the Guarantor.

     Section 1.3.   Term of Agreement. This Agreement shall terminate and be of
no further force and effect upon the dissolution of the Issuer Trust, 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 Capital Securities
or any Beneficiary is required to repay any sums paid under the Capital
Securities, under any Obligation, under the Guarantee Agreement dated the date
hereof among the Depositor, the Guarantor and The Bank of New York Mellon, as
guarantee trustee, or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

     Section 1.4.   Waiver of Notice. The Corporation and the Guarantor hereby
waive notice of acceptance of this Agreement and of any Obligation to which it
applies or may apply, and the Corporation and the Guarantor hereby waive
presentment, demand for payment, protest, notice of nonpayment, notice of
dishonor, notice of redemption and all other notices and demands.

     Section 1.5.   No Impairment. The obligations, covenants, agreements and
duties of the Corporation and the Guarantor 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 Issuer 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 Issuer Trust granting indulgence or extension of any
kind; or

     (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 Issuer Trust or any of the assets of
the Issuer Trust (other than the liquidation of the Issuer Trust in accordance
with the terms thereof).


                                      D-2

<PAGE>


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

     Section 1.6. Enforcement. A Beneficiary may enforce this Agreement directly
against the Corporation or the Guarantor and each of the Corporation and the
Guarantor waives any right or remedy to require that any action be brought
against the Issuer Trust or any other person or entity before proceeding against
the Corporation or the Guarantor.

     Section 1.7. Subrogation. Each of the Corporation and the Guarantor shall
be subrogated to all rights (if any) of the Issuer Trust in respect of any
amounts paid to the Beneficiaries by the Corporation or the Guarantor,
respectively, under this Agreement; provided, however, that each of the
Corporation and the Guarantor 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.

                                   ARTICLE II

     Section 2.1. Assignment. This Agreement may not be assigned by any party
hereto without the consent of the others, and any purported assignment without
such consent shall be void;

     Section 2.2. Binding Effect. All guarantees and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of each of the Corporation and the Guarantor and shall inure to
the benefit of the Beneficiaries.

     Section 2.3. Amendment. So long as there remains any Beneficiary or any
Capital Securities are outstanding, this Agreement shall not be modified or
amended in any manner adverse to such Beneficiary or to the holders of the
Capital Securities without the consent of such Beneficiary or the holders of the
Capital Securities, as the case may be.

     Section 2.4. 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):


                                      D-3

<PAGE>


         If given to the Issuer Trust:

                  Popular North America Capital Trust __
                  c/o Popular North America, Inc.
                  209 Munoz Rivera Avenue
                  San Juan, Puerto Rico 00918
                  Facsimile No.: ________
                  Attention: Secretary

         With a copy to:

                  Popular North America, Inc.
                  209 Munoz Rivera Avenue
                  San Juan, Puerto Rico 00918
                  Facsimile No.: ________
                  Attention: Secretary

     Section 2.5.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
AGREEMENTS MADE AND WHOLLY TO BE PERFORMED IN SUCH STATE.


                                      D-4

<PAGE>



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

                           POPULAR NORTH AMERICA, INC.

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


                           POPULAR, INC.

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


                           POPULAR NORTH AMERICA CAPITAL TRUST __

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



                                      D-5

<PAGE>

                                                                       EXHIBIT E


                    [FORM OF CAPITAL SECURITIES CERTIFICATE]

         [IF THE CAPITAL SECURITIES CERTIFICATE IS TO BE EVIDENCED BY A
BOOK-ENTRY CAPITAL SECURITIES CERTIFICATE, INSERT -- This Capital Securities
Certificate is a Book-Entry Capital Securities Certificate within the meaning of
the Trust Agreement hereinafter referred to and is registered in the name of a
Clearing Agency or a nominee of a Clearing Agency. This Capital Securities
Certificate is exchangeable for Capital Securities Certificates registered in
the name of a person other than the Clearing Agency or its nominee only in the
limited circumstances described in the Trust Agreement and may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency to the Clearing Agency or
another nominee of the Clearing Agency, except in the limited circumstances
described in the Trust Agreement.

         Unless this Capital Security Certificate is presented by an authorized
representative of The Depository Trust Company, a New York Corporation ("DTC"),
to Popular North America Capital Trust __ or its agent for registration of
transfer, exchange or payment, and any Capital Security Certificate issued is
registered in the name of Cede & Co. or 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 A PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]


                                      E-1

<PAGE>


CERTIFICATE NUMBER                                NUMBER OF CAPITAL SECURITIES
         CAI-

                             CUSIP NO. _____________

                    CERTIFICATE EVIDENCING CAPITAL SECURITIES

                                       OF

                      POPULAR NORTH AMERICA CAPITAL TRUST __

                            _____% CAPITAL SECURITIES
                (LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)

         Popular North America Capital Trust __, a statutory trust formed under
the laws of the State of Delaware (the "Issuer Trust"), hereby certifies that
___________________ (the "Holder") is the registered owner of _________________
(___) Capital Securities of the Issuer Trust representing preferred undivided
beneficial interests in the assets of the Issuer Trust and designated the
Popular North America Capital Trust __ _____% Capital Securities (liquidation
amount $1,000 per Capital Security) (the "Capital Securities"). The Capital
Securities are transferable on the books and records of the Issuer 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 5.5 of the Trust
Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities are set forth in, and this certificate and the Capital 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 Issuer Trust,
dated as of _____, 20__, as the same may be amended from time to time (the
"Trust Agreement"), among Popular North America, Inc., as Depositor, Popular,
Inc., as Guarantor, The Bank of New York Mellon, as Property Trustee, BNY Trust
of Delaware, as Delaware Trustee, and the Administrative Trustees named therein,
including the designation of the terms of the Capital Securities as set forth
therein. Reference is also made to the Junior Subordinated Indenture, dated as
of _____, 20__ (the "Indenture"), between Popular, Inc., a Puerto Rico
corporation, Popular North America, Inc., a Delaware corporation, and The Bank
of New York Mellon. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Popular North America, Inc., Popular, Inc., and The
Bank of New York Mellon, as guarantee trustee, dated as of _____, 20__ (the
"Guarantee Agreement"), to the extent provided therein. The Issuer Trust will
furnish a copy of the Trust Agreement, the Indenture and the Guarantee Agreement
without charge upon written request to the Issuer Trust at its principal place
of business or registered office.

                                      E-2

<PAGE>


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


                                      E-3

<PAGE>



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

                                          POPULAR NORTH AMERICA CAPITAL TRUST __


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


                                      E-4

<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Capital 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 Capital Security Certificate on the books of the Issuer
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

Capital Security Certificate) The signature(s) should be guaranteed by an
eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program), pursuant to S.E.C. Rule 17Ad-15.


                                      E-5