<PAGE>

                                                                  EXHIBIT 4(jjj)



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




                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                     BETWEEN

        TEXAS UTILITIES COMPANY, DOING BUSINESS AS TXU CORP, AS DEPOSITOR

                                       AND

                              THE BANK OF NEW YORK,

                        THE BANK OF NEW YORK (DELAWARE),

                                 LAURA ANDERSON,

                                 KIRK R. OLIVER,

                                PHILIP S. TOLER,

                                       AND

                        ALFRED CARROLL, JR., AS TRUSTEES

                                       AND

                               THE SEVERAL HOLDERS

                          DATED AS OF DECEMBER 13, 1999

                                 TXU CAPITAL II




================================================================================
<PAGE>

                                 TXU CAPITAL II

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

Trust Indenture                                             Trust Agreement
  Act Section                                                    Section
-----------------                                               ---------

Section 310(a)(1)...............................................8.07
           (a)(2)...............................................8.07
           (a)(3)...............................................8.09
           (a)(4)...............................................Not Applicable
           (b)..................................................8.08
Section 311(a)..................................................8.13
           (b)..................................................8.13
Section 312(a)..................................................5.07
           (b)..................................................5.07
           (c)..................................................5.07
Section 313(a)..................................................8.14(a)
           (a)(4)...............................................8.14(b)
           (b)..................................................8.14(b)
           (c)..................................................8.14(a)
           (d)..................................................8.14(a), 8.14(b)
Section 314(a)..................................................Not Applicable
           (b)..................................................Not Applicable
           (c)(1)...............................................Not Applicable
           (c)(2)...............................................Not Applicable
           (c)(3)...............................................Not Applicable
           (d)..................................................Not Applicable
           (e)..................................................Not Applicable
Section 315(a)..................................................8.01
           (b)..................................................8.02, 8.14(b)
           (c)..................................................8.01(a)
           (d)..................................................8.01, 8.03
           (e)..................................................Not Applicable
Section 316(a)..................................................Not Applicable
           (a)(1)(A)............................................Not Applicable
           (a)(1)(B)............................................Not Applicable
           (a)(2)...............................................Not Applicable
           (b)..................................................Not Applicable
           (c)..................................................Not Applicable
Section 317(a)(1)...............................................Not Applicable
           (a)(2)...............................................Not Applicable
           (b)..................................................5.09
Section 318(a)..................................................10.10


                                       i
<PAGE>

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


                                       ii
<PAGE>

                                TABLE OF CONTENTS


ARTICLE I. Defined Terms....................................................1
     Section 1.01.    Definitions...........................................1
ARTICLE II. Establishment of the Trust.....................................10
     Section 2.01.    Name.................................................10
     Section 2.02.    Office of the Delaware Trustee; Principal
                         Place of Business.................................10
     Section 2.03.    Initial Contribution of Trust Property;
                         Organizational Expenses...........................10
     Section 2.04.    Issuance of the Preferred Trust Securities...........10
     Section 2.05.    Subscription and Purchase of Debentures; Issuance
                         of the Common Trust Securities....................11
     Section 2.06.    Declaration of Trust; Appointment of Additional
                         Administrative Trustees...........................11
     Section 2.07.    Authorization to Enter into Certain Transactions.....11
     Section 2.08.    Assets of Trust......................................15
     Section 2.09.    Title to Trust Property..............................15
ARTICLE III. Payment Account...............................................15
     Section 3.01.    Payment Account......................................15
ARTICLE IV. Distributions; Redemption......................................15
     Section 4.01.    Distributions........................................15
     Section 4.02.    Redemption...........................................16
     Section 4.03.    Subordination of Common Trust Securities.............18
     Section 4.04.    Payment Procedures...................................19
     Section 4.05.    Tax Returns and Reports..............................19
     Section 4.06.    Payments under Indenture.............................19
ARTICLE V. Trust Securities Certificates...................................20
     Section 5.01.    Initial Ownership....................................20
     Section 5.02.    The Trust Securities Certificates....................20
     Section 5.03.    Execution and Delivery of Trust Securities
                         Certificates......................................20
     Section 5.04.    Registration of Transfer and Exchange of Trust
                         Securities Certificates...........................20
     Section 5.05.    Mutilated, Destroyed, Lost or Stolen Trust
                         Securities Certificates...........................21
     Section 5.06.    Persons Deemed Securityholders.......................22
     Section 5.07.    Access to List of Securityholders' Names
                         and Addresses.....................................22
     Section 5.08.    Maintenance of Office or Agency......................22
     Section 5.09.    Appointment of Paying Agent..........................23
     Section 5.10.    Ownership of Common Trust Securities by Depositor....23
     Section 5.11.    Definitive Preferred Trust Securities Certificates...23
     Section 5.12.    Book-Entry System....................................24
     Section 5.13.    Rights of Securityholders............................24
     Section 5.14.    Cancellation by Transfer Agent and Registrar.........25


                                      iii
<PAGE>

ARTICLE VI. Acts of Securityholders; Meetings; Voting......................25
     Section 6.01.    Limitations on Voting Rights.........................25
     Section 6.02.    Notice of Meetings...................................26
     Section 6.03.    Meetings of Holders of Preferred Trust Securities....26
     Section 6.04.    Voting Rights........................................27
     Section 6.05.    Proxies, etc.........................................27
     Section 6.06.    Securityholder Action by Written Consent.............27
     Section 6.07.    Record Date for Voting and Other Purposes............27
     Section 6.08.    Acts of Securityholders..............................27
     Section 6.09.    Inspection of Records................................28
ARTICLE VII. Representations and Warranties of the Property Trustee
and the Delaware Trustee...................................................28
     Section 7.01.    Property Trustee.....................................28
     Section 7.02.    Delaware Trustee.....................................29
ARTICLE VIII. The Trustees.................................................30
     Section 8.01.    Certain Duties and Responsibilities..................30
     Section 8.02.    Notice of Defaults...................................31
     Section 8.03.    Certain Rights of Property Trustee...................31
     Section 8.04.    Not Responsible for Recitals or Issuance of
                         Securities........................................34
     Section 8.05.    May Hold Securities..................................34
     Section 8.06.    Compensation; Fees; Indemnity........................34
     Section 8.07.    Certain Trustees Required; Eligibility...............35
     Section 8.08.    Conflicting Interests................................35
     Section 8.09.    Co-Trustees and Separate Trustee.....................36
     Section 8.10.    Resignation and Removal; Appointment of Successor....37
     Section 8.11.    Acceptance of Appointment by Successor...............39
     Section 8.12.    Merger, Conversion, Consolidation or Succession
                         to Business.......................................39
     Section 8.13.    Preferential Collection of Claims Against
                         Depositor or Trust................................40
     Section 8.14.    Reports by Property Trustee..........................40
     Section 8.15.    Reports to the Property Trustee......................40
     Section 8.16.    Evidence of Compliance With Conditions Precedent.....40
     Section 8.17.    Number of Trustees...................................40
     Section 8.18.    Delegation of Power..................................41
     Section 8.19.    Fiduciary Duty.......................................41
ARTICLE IX. Termination and Liquidation....................................42
     Section 9.01.    Dissolution Upon Expiration Date.....................42
     Section 9.02.    Early Termination....................................42
     Section 9.03.    Termination..........................................43
     Section 9.04.    Liquidation..........................................43
ARTICLE X. Miscellaneous Provisions........................................45
     Section 10.01.   Guarantee by the Depositor and Assumption
                         of Obligations....................................45
     Section 10.02.   Limitation of Rights of Securityholders..............45
     Section 10.03.   Amendment............................................45


                                       iv
<PAGE>

     Section 10.04.   Separability.........................................46
     Section 10.05.   Governing Law........................................47
     Section 10.06.   Successors...........................................47
     Section 10.07.   Headings.............................................47
     Section 10.08.   Notice and Demand....................................47
     Section 10.09.   Agreement Not to Petition............................47
     Section 10.10.   Conflict with Trust Indenture Act....................48


                                       v
<PAGE>

               AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 13,
1999, between (i) TEXAS UTILITIES COMPANY doing business as TXU Corp, a Texas
corporation (the "Depositor"), (ii) The Bank of New York, a banking corporation
duly organized and existing under the laws of New York, as trustee (the
"Property Trustee" and, in its separate capacity and not in its capacity as
Property Trustee, the "Bank"), (iii) The Bank of New York (Delaware), a banking
corporation duly organized under the laws of Delaware, as Delaware trustee (the
"Delaware Trustee"), (iv) Laura Anderson, Kirk R. Oliver, Philip S. Toler and
Alfred Carroll, Jr., as trustees, each an individual, and each of whose address
is c/o TXU Business Services Company, 1601 Bryan Street, Dallas, Texas 75201
(each, an "Administrative Trustee" and collectively the "Administrative
Trustees") (the Property Trustee, the Delaware Trustee and the Administrative
Trustees are referred to herein each as a "Trustee" and collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                              W I T N E S S E T H:
                               - - - - - - - - - -

               WHEREAS, the Depositor, the Property Trustee, the Delaware
Trustee and Laura Anderson, as Administrative Trustee, have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into of that certain Trust Agreement, dated as of May
21, 1999 (the "Original Trust Agreement"), and by the execution by the Property
Trustee, the Delaware Trustee and Laura Anderson, as Administrative Trustee and
filing with the Secretary of State of the State of Delaware of the Certificate
of Trust, dated May 21, 1999, a copy of which is attached as Exhibit A; and

               WHEREAS, the Trust and the Depositor entered into an Underwriting
Agreement dated December 8, 1999 with Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated, PaineWebber Incorporated and
Salomon Smith Barney Inc.

               WHEREAS, the parties hereto desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to provide for,
among other things, (i) the acquisition by the Trust from the Depositor of all
of the right, title and interest in the Debentures, (ii) the issuance of the
Common Trust Securities, as hereinafter defined, by the Trust to the Depositor,
and (iii) the issuance of the Preferred Trust Securities, as hereinafter
defined, by the Trust.

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

                                   ARTICLE I.

                                  DEFINED TERMS

               SECTION 1.01. DEFINITIONS. For all purposes of this Trust
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:
<PAGE>

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

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

               "Act" has the meaning specified in Section 6.08.

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

               "Administrative Trustee" means each of the individuals identified
as an "Administrative Trustee" in the preamble to this Trust Agreement solely in
their capacities as Administrative Trustees of the Trust and not in their
individual capacities, or such trustee's successor in interest in such capacity,
or any successor trustee appointed as herein provided.

               "Adverse Tax Consequence" means any of the circumstances
described in clauses (i), (ii) and (iii) of the definition of "Tax Event"
herein.

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

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

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

                    (i) 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 Federal bankruptcy law or any other
               applicable Federal or State 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


                                       2
<PAGE>

               affairs, and the continuance of any such decree or order unstayed
               and in effect for a period of 60 consecutive days; or

                    (ii) the institution by such Person of proceedings to be
               adjudicated a bankrupt or insolvent, or of 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 Federal bankruptcy law or
               any other applicable Federal or State law, or the consent by it
               to the filing of 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.

               "Bankruptcy Laws" has the meaning specified in Section 10.09.

               "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 a duly authorized committee thereof and
to be in full force and effect on the date of such certification, and delivered
to the appropriate Trustee.

               "Business Day" means a day other than (x) a Saturday or a Sunday,
(y) a day on which banks in New York, New York are authorized or obligated by
law or executive order to remain closed or (z) a day on which the Property
Trustee's Corporate Trust Office or the Debenture Trustee's principal corporate
trust office is closed for business.

               "Certificate of Trust" has the meaning specified in Section
2.07(d).

               "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

               "Closing Date" means 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 at such time.

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

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


                                       3
<PAGE>

               "Corporate Trust Office" means the principal corporate trust
office of the Property Trustee located in New York, New York which at the date
of execution of this Trust Agreement is located at 101 Barclay Street - 21W, New
York, New York 10286.

               "Covered Person" means: (a) any officer, director, shareholder,
partner, member, representative, employee or agent of the Trust or the Trust's
Affiliates; and (b) any Holder of Trust Securities.

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

               "Debenture Issuer" means Texas Utilities Company doing business
as TXU Corp, a Texas corporation, in its capacity as issuer of the Debentures
and its Successors.

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

               "Debenture Trustee" means The Bank of New York, as trustee under
the Subordinated Indenture, and its permitted successors and assigns as such
trustee.

               "Debentures" means up to $170,103,125 aggregate principal amount
of the Debenture Issuer's 8.70% Junior Subordinated Debentures, Series B, issued
pursuant to the Subordinated Indenture which will mature on December 31, 2034.

               "Definitive Preferred Trust Securities Certificates" means
Preferred Trust Securities Certificates issued in certificated, fully registered
form as provided in Section 5.11.

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

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

               "Depositor" has the meaning specified in the preamble to this
Trust Agreement and includes Texas Utilities Company doing business as TXU Corp,
in its capacity as Holder of the Common Trust Securities and its Successors.

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

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

               "Early Termination Event" has the meaning specified in Section
9.02.

               "Event of Default" means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment,


                                       4
<PAGE>

decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

                    (ii) default by the 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

                    (iii) default by the Trust in the payment of any Redemption
               Price, plus accumulated and unpaid Distributions, of any Trust
               Security when it becomes due and payable; or

                    (iv) default in the performance, or breach, in any material
               respect of any covenant or warranty of the Trustees in this Trust
               Agreement (other than a covenant or warranty a default in whose
               performance or breach is specifically dealt with in clause (ii)
               or (iii), above) and continuation of such default or breach for a
               period of 60 days after there has been given, by registered or
               certified mail, to the Trust by the Holders of at least 10% in
               Liquidation Amount of the Outstanding Preferred Trust 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

                    (v) the occurrence of a Bankruptcy Event with respect to the
               Trust.

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

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

               "Expiration Date" shall have the meaning specified in Section
9.01.

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

               "Indemnified Person" means any Trustee, any Affiliate of any
Trustee, or any officer, director, shareholder, member, partners, employee,
representative or agent of any Trustee, or any employee or agent of the Trust or
its Affiliates.

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

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


                                       5
<PAGE>

Securities having a Liquidation Amount equal to the principal amount of
Debentures to be contemporaneously redeemed in accordance with the Subordinated
Indenture and the proceeds of which will be used to pay the Redemption Price of
such Trust Securities plus accumulated and unpaid Distributions to the date of
such payment and (ii) Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holders to which such
Debentures are distributed.

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

               "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 9.04.

               "Liquidation Distribution" has the meaning specified in Section
9.04(e).

               "Offer" has the meaning specified in Section 2.07(c).

               "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 appropriate Trustee.
One of the officers signing an Officers' Certificate given pursuant to Section
8.16 shall be the principal executive, financial or accounting officer of the
Depositor. Any Officers' Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

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

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

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

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

               "Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, but not an employee of the Trust, the Property Trustee, the Delaware
Trustee or the Depositor, and who shall be reasonably acceptable to the Property
Trustee. Any Opinion of Counsel delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include
statements comparable to the statements referred to in the definition of
"Officers' Certificate" herein.


                                       6
<PAGE>

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

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

                    (i) Preferred Trust Securities theretofore canceled by the
               Transfer Agent and Registrar or delivered to the Transfer Agent
               and Registrar for cancellation;

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

                    (iii) Preferred Trust Securities in exchange for or in lieu
               of which other Preferred Trust Securities have been delivered
               pursuant to this Trust Agreement, including pursuant to Sections
               5.04, 5.05 or 5.11;

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

               "Owner" means each Person who is the beneficial owner of a Trust
Securities Certificate as reflected in the records of the Securities Depository
or, if a Securities Depository participant is not the beneficial owner, then as
reflected in the records of a Person maintaining an account with such Securities
Depository (directly or indirectly), in accordance with the rules of such
Securities Depository.

               "Paying Agent" means any paying agent or co-paying agent
appointed pursuant to Section 5.09 and shall initially be The Bank of New York.

               "Payment Account" means a segregated non-interest-bearing
corporate trust account maintained by the Property Trustee with The Bank of New
York, or such other banking institution as the Depositor shall select for the
benefit of the Securityholders in which all amounts paid in respect of the


                                       7
<PAGE>

Debentures will be held and from which the Paying Agent, pursuant to Section
5.09, shall make payments to the Securityholders in accordance with Sections
4.01 and 4.02.

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

               "Preferred Trust Security" means a security representing an
undivided beneficial interest in the assets of the Trust having a Liquidation
Amount of $25 and having rights provided therefor in this Trust Agreement,
including the right to receive Distributions, Debentures and a Liquidation
Distribution as provided herein and, in certain circumstances, a preference over
the Common Trust Securities.

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

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

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

               "Redemption Price" means, with respect to any date fixed for
redemption of any Trust Security, the Liquidation Amount of such Trust Security.

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

               "Responsible Officer," when used with respect to the Property
Trustee means an officer of the Property Trustee assigned by the Property
Trustee to administer its corporate trust matters.

               "Securities Depository" shall have the meaning specified in
Section 5.12. The Depository Trust Company will be the initial Securities
Depository.

               "Securities Register" shall mean the Securities Register as
described in Section 5.04.

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

               "Subordinated Indenture" means the Indenture, dated as of
December 1, 1998, between the Depositor and the Debenture Trustee, as trustee,
as amended or supplemented from time to time.


                                       8
<PAGE>

               "Tax Event" means the receipt by the Trust or the Depositor of an
opinion of counsel experienced in such matters to the effect that, as a result
of (a) any amendment to, clarification of, or change (including any announced
prospective change) in, the laws or treaties (or any regulations thereunder) of
the United States or any political subdivision or taxing authority thereof or
therein affecting taxation, (b) any judicial decision or any official
administrative pronouncement, ruling, regulatory procedure, notice or
announcement (including any notice or announcement of intent to issue or adopt
any such administrative pronouncement, ruling, regulatory procedure or
regulation) (each, an "Administrative Action"), or (c) any amendment to,
clarification of, or change in the official position or the interpretation of
any such Administrative Action or judicial decision or any interpretation or
pronouncement that provides for a position with respect to such Administrative
Action or judicial decision that differs from the theretofore generally accepted
position, in each case by any legislative body, court, governmental authority or
regulatory body, irrespective of the time or manner in which such amendment,
clarification or change is introduced or made known, which amendment,
clarification, or change is effective, which Administrative Action is taken or
which judicial decision is issued, in each case on or after the date of issuance
of the Preferred Trust Securities, there is more than an insubstantial risk that
(i) the Trust is, or will be, subject to United States federal income tax with
respect to interest received on the Debentures, (ii) interest payable by the
Depositor on the Debentures is not, or will not be, fully deductible by the
Depositor for United States federal income tax purposes, or (iii) the Trust is,
or will be, subject to more than a de minimis amount of other taxes, duties or
other governmental charges.

               "Transfer Agent and Registrar" shall mean the transfer agent and
registrar for the Preferred Trust Securities appointed by the Trust and shall be
initially TXU Business Services Company

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

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

               "Trust Indenture Act" means the Trust Indenture Act of 1939 as
amended and 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 (i) the Debentures, (ii) any cash on
deposit in, or owing to, the Payment Account and (iii) all proceeds and rights
in respect of the foregoing and any other property and assets for the time being
held by the Property Trustee pursuant to the trusts of this Trust Agreement.


                                       9
<PAGE>

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

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

               "Underwriting Agreement" means the Underwriting Agreement, dated
as of December 8, 1999, among the Trust, the Depositor and the underwriters
named therein.

                                   ARTICLE II.

                           ESTABLISHMENT OF THE TRUST

               SECTION 2.01. NAME. The Trust continued hereby shall be known as
"TXU Capital II", in which name the Trustees may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued.

               SECTION 2.02. OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF
BUSINESS. The office of the Delaware Trustee in the State of Delaware is White
Clay Center, Route 273, Newark, Delaware 19711, or at such other address in
Delaware as the Delaware Trustee may designate by written notice to the
Securityholders and the Depositor. The principal place of business of the Trust
is c/o Texas Utilities Company doing business as TXU Corp, Energy Plaza, 1601
Bryan Street, Dallas, Texas 75201.

               SECTION 2.03. 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 Trust as they arise or shall, upon request of any
Trustee, promptly reimburse such Trustee for any such expenses paid by such
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

               SECTION 2.04. ISSUANCE OF THE PREFERRED TRUST SECURITIES. On
December 8, 1999, an authorized representative of the Depositor and the Trust
both executed and delivered the Underwriting Agreement. Contemporaneously with
the execution and delivery of this Trust Agreement, one of the Administrative
Trustees, on behalf of the Trust in accordance with Section 5.02, executed and
delivered Preferred Trust Securities Certificates, registered in the name of the
nominee of The Depository Trust Company, having an aggregate Liquidation Amount
of $150,000,000. In the event and to the extent the over-allotment option
granted by the Trust and the Depositor pursuant the Underwriting Agreement is
exercised by the underwriters named therein, on each option closing date, one of
the Administrative Trustees, on behalf of the Trust, shall execute in accordance
with Section 5.02 and deliver to the underwriters named in the Underwriting
Agreement, Preferred Trust Securities Certificates, registered in the name of
the nominee of The Depository Trust Company, having an aggregate Liquidation
Amount of up to $15,000,000.


                                       10
<PAGE>

               SECTION 2.05. SUBSCRIPTION AND PURCHASE OF DEBENTURES; ISSUANCE
OF THE COMMON TRUST SECURITIES. Contemporaneously with the execution and
delivery of this Trust Agreement, the Administrative Trustees, on behalf of the
Trust, subscribed to and purchased from the Debenture Issuer Debentures,
registered in the name of the Property Trustee and having an aggregate principal
amount equal to $154,639,200, in satisfaction of the purchase price for such
Debentures, (x) one of the Administrative Trustees, on behalf of the Trust,
executed and delivered to the Depositor Common Trust Securities Certificates,
registered in the name of the Depositor, representing 185,568 Common Trust
Securities having an aggregate Liquidation Amount of $4,639,200, and (y) the
Property Trustee, on behalf of the Trust, delivered to the Debenture Issuer the
sum of $150,000,000 representing the proceeds from the sale of the Preferred
Trust Securities pursuant to the Underwriting Agreement. In the event and to the
extent the over-allotment option granted by the Trust and the Depositor pursuant
to the Underwriting Agreement is exercised by the underwriters named therein, on
each option closing date, one of the Administrative Trustees, on behalf of the
Trust, shall execute in accordance with Section 5.02 and deliver to the
Depositor Common Trust Securities Certificates, registered in the name of the
Depositor, and the Property Trustee, on behalf of the Trust, shall deliver to
the Debenture Issuer the proceeds from each sale of additional Preferred Trust
Securities pursuant to the Underwriting Agreement; provided, however, that the
aggregate Liquidation Amount of Common Trust Securities issued in connection
with the exercise of the over-allotment option shall not exceed $463,925 and the
aggregate proceeds to the Debenture Issuer from the sale of additional Preferred
Trust Securities in connection with the exercise of the over-allotment option
shall not exceed $15,000,000. In connection with the over-allotment option, the
Trust may purchase additional Debentures in the amount equal to the Liquidation
Amount of the Common Securities plus the Liquidation Amount of the Preferred
Securities.

               SECTION 2.06. DECLARATION OF TRUST; APPOINTMENT OF ADDITIONAL
ADMINISTRATIVE TRUSTEES. The exclusive purposes and functions of the Trust are
(i) to issue Trust Securities and invest the proceeds thereof in Debentures, and
(ii) to engage in those activities necessary or incidental thereto. The
Depositor hereby appoints the Trustees as trustees of the Trust, to have all the
rights, powers and duties to the extent set forth herein. The Property Trustee
hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Trustees shall have all rights, powers and duties set forth herein and in
accordance with applicable law with respect to accomplishing the purposes of the
Trust. Anything in this Trust Agreement to the contrary notwithstanding, the
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the Trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Business Trust Act.

               SECTION 2.07. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.
(a) The Trustees shall conduct the affairs of the Trust in accordance with the
terms of this Trust Agreement. Subject to the limitations set forth in paragraph
(b) of this Section and Article VIII and in accordance with the following
provisions (A) and (B), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees


                                       11
<PAGE>

under this Trust Agreement, and to perform all acts in furtherance thereof,
including without limitation, the following:

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

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

                    (ii) without the consent of any Person, to cause the Trust
               to enter into and to execute, deliver and perform on behalf of
               the Trust, the Expense Agreement, and such other agreements as
               may be necessary or desirable in connection with the consummation
               of the Underwriting Agreement;

                    (iii) to qualify the Trust to do business in any
               jurisdiction as may be necessary or desirable;

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

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

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

                    (vii) registering transfers of the Trust Securities in
               accordance with this Trust Agreement;

                    (viii) the establishment of a record date for any of the
               purposes contemplated by Section 6.07 hereof;

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

                    (x) the taking of any action incidental to the foregoing as
               the Administrative Trustees may from time to time determine is
               necessary or advisable to protect and conserve the Trust Property
               for the benefit of the Securityholders (without consideration of
               the effect of any such action on any particular Securityholder).

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


                                       12
<PAGE>

                    (i) the establishment of the Payment Account;

                    (ii) the receipt of the Debentures;

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

                    (iv) the distribution of amounts owed to the Securityholders
               in respect of the Trust Securities in accordance with the terms
               of this Trust Agreement;

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

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

                    (vii) to the extent provided in this Trust Agreement, the
               winding up of the affairs of and liquidation of the Trust and the
               execution of the certificate of cancellation to be prepared and
               filed by the Administrative Trustees with the Secretary of State
               of the State of Delaware; and

                    (viii) the taking of any ministerial action incidental to
               the foregoing as the Property Trustee may from time to time
               determine is necessary or advisable to protect and conserve the
               Trust Property for the benefit of the Securityholders (without
               consideration of the effect of any such action on any particular
               Securityholder).

               Subject to this Section 2.07(a)(B), the Property Trustee shall
have none of the duties, powers or authority of the Administrative Trustees set
forth in Sections 2.07(a)(A) and 2.07(c) or the Depositor set forth in Section
2.07(c). The Property Trustee shall have the power and authority to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Subordinated Indenture and, if an Event of Default occurs and is continuing, the
Property Trustee may, for the benefit of Holders of the Trust Securities, in its
discretion, proceed to protect and enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of this
Trust Agreement.

               (b) So long as this Trust Agreement remains in effect, the Trust
          (or the Trustees acting on behalf of the Trust) shall not undertake
          any business, activities or transaction except as expressly provided
          herein or contemplated hereby. In particular, the Trustees shall not
          (i) acquire any investments or engage in any activities not authorized
          by this Trust Agreement, (ii) sell, assign, transfer, exchange,
          pledge, set-off or otherwise dispose of any of the Trust Property or
          interests therein, including to Securityholders, except as expressly
          provided herein, (iii) take any action that would cause the Trust to
          fail or cease to qualify as a "grantor trust" for United States
          federal income tax purposes and not as an association taxable as a
          corporation, (iv) incur any indebtedness for borrowed money or (v)
          take or consent to any action that would result in the placement of a


                                       13
<PAGE>

          Lien on any of the Trust Property. The Trustees shall defend all
          claims and demands of all Persons at any time claiming any Lien on any
          of the Trust Property adverse to the interest of the Trust or the
          Securityholders in their capacity as Securityholders.

               (c) In connection with the issue of the Preferred Trust
          Securities, the Depositor and the Administrative Trustees, acting
          singly or together, (and, in the case of (iii) and (v) below, Robert
          J. Reger, Jr., as authorized representative of the Trust) shall have
          the right and responsibility to assist the Trust with respect to, or
          effect on behalf of the Trust, the following (and any actions taken by
          the Depositor in furtherance of the following prior to the date of
          this Trust Agreement are hereby ratified and confirmed in all
          respects):

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

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

                    (iii) to execute and deliver on behalf of the Trust the
               Underwriting Agreement and such other agreements as may be
               necessary or desirable in connection with the consummation
               thereof;

                    (iv) to select the investment banker or bankers to act as
               underwriters with respect to the offer and sale by the Trust of
               Preferred Trust Securities ("Offer") and negotiate the terms of
               an Underwriting Agreement and pricing agreement providing for the
               Offer; and

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

               (d) Notwithstanding anything herein to the contrary, the
          Administrative Trustees are authorized and directed to conduct the
          affairs of the Trust and to operate the Trust so that the Trust will
          not be deemed to be an "investment company" required to be registered
          under the Investment Company Act or classified other than as a
          "grantor trust" for United States federal income tax purposes and not
          as an association taxable as a corporation and so that the Debentures
          will be treated as indebtedness of the Debenture Issuer for United
          States federal income tax purposes. In this connection, the Depositor
          and the Administrative Trustees are authorized to take any action, not
          inconsistent with applicable law, the certificate of trust filed with
          the Secretary of State of the State of Delaware with respect to the
          Trust (as amended or restated from time to time, the "Certificate of
          Trust") or this Trust Agreement, that each of the Depositor and the


                                       14
<PAGE>

          Administrative Trustees determines in its discretion to be necessary
          or desirable for such purposes, as long as such action does not
          materially adversely affect the interests of the Holders of the
          Preferred Trust Securities.

               SECTION 2.08. ASSETS OF TRUST. The assets of the Trust shall
consist of the Trust Property.

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

                                  ARTICLE III.

                                 PAYMENT ACCOUNT

               SECTION 3.01. PAYMENT ACCOUNT.

               (a) On or prior to the Closing Date, the Property Trustee shall
          establish the Payment Account. The Property Trustee and the Paying
          Agent appointed by the Administrative Trustees 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 of Trust Securities and for
          distribution as herein provided, including (and subject to) any
          priority of payments provided for herein. The Property Trustee shall
          have no liability in any respect whatsoever in regards to any moneys
          or other property deposited in the Payment Account at an institution
          other than the Property Trustee.

               (b) The Property Trustee shall deposit in the Payment Account,
          promptly upon receipt, all payments of principal 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 4.01. DISTRIBUTIONS.

               (a) Distributions on the Trust Securities shall be cumulative,
          and will accumulate whether or not there are funds of the Trust
          available for the payment of Distributions. Distributions shall accrue
          from the Closing Date, and, except in the event that the Depositor
          exercises its right to extend the interest payment period for the
          Debentures pursuant to Section 311 of the Subordinated Indenture,
          shall be payable quarterly in arrears on March 31, June 30, September
          30, and December 31 of each year, commencing on March 31, 2000. If any


                                       15
<PAGE>

          date on which Distributions are 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 which is a
          Business Day (and without any interest or other payment in respect of
          any such delay) in each case, with the same force and effect as if
          made on such date (each date on which Distributions are payable in
          accordance with this Section 4.01(a) a "Distribution Date").

               (b) Distributions payable on the Trust Securities shall be fixed
          at a rate of 8.70% per annum of the Liquidation Amount of the Trust
          Securities. The amount of Distributions payable for any quarterly
          period shall be computed on the same basis as interest is calculated
          on the Debentures. If the interest payment period for the Debentures
          is extended pursuant to Section 311 of the Subordinated Indenture,
          then Distributions on the Trust Securities will be deferred for the
          period equal to the extension of the interest payment period for the
          Debentures and the rate per annum at which Distributions on the Trust
          Securities accumulate shall be increased by an amount such that the
          aggregate amount of Distributions that accumulate on all Trust
          Securities during any such extended interest payment period is equal
          to the aggregate amount of interest (including, to the extent
          permitted by law, interest payable on unpaid interest at the
          percentage rate per annum set forth above, compounded quarterly) that
          accrues during any such extended interest payment period on the
          Debentures. The amount of Distributions payable for any period shall
          include the Additional Amounts, if any.

               (c) Distributions on the Trust Securities shall be made and shall
          be deemed payable on each Distribution Date only to the extent that
          the Trust has funds available in the Payment Account for the payment
          of such Distributions.

               (d) Distributions on the Trust Securities with respect to a
          Distribution Date shall be payable to the Holders thereof as they
          appear on the Securities Register for the Trust Securities on the
          relevant record date, which shall be one Business Day prior to the
          relevant Distribution Date, if Trust Securities are in book-entry only
          form, and 15 days prior to the relevant Distribution Date if Trust
          Securities are not in book-entry only form.

               SECTION 4.02. REDEMPTION. (a) On each Debenture Redemption Date
and at the maturity date ("Maturity Date") for the Debentures (as defined in the
Subordinated Indenture), the Property Trustee will be required to redeem a Like
Amount of Trust Securities at the Redemption Price plus accumulated and unpaid
Distributions to the Redemption Date or Maturity Date, as the case may be.

               (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 or liquidation shall
          state:

                    (i) the Redemption Date;


                                       16
<PAGE>

                    (ii) the Redemption Price and the amount of accumulated and
               unpaid Distributions to be paid on the Redemption Date;

                    (iii) the CUSIP number;

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

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

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

                  (d) If the Property Trustee gives a notice of redemption in
         respect of any Preferred Trust Securities, then, by 12:00 noon, New
         York time, on the Redemption Date, subject to Section 4.02(c), the
         Property Trustee shall irrevocably deposit with the Paying Agent funds
         sufficient to pay the applicable Redemption Price plus accumulated and
         unpaid Distributions to the Redemption Date and will give the Paying
         Agent irrevocable instructions and authority to pay the Redemption
         Price plus accumulated and unpaid Distributions to the Redemption Date
         to the Holders thereof upon surrender of their Preferred Trust
         Securities Certificates and Common Trust Securities Certificates.
         Notwithstanding the foregoing, Distributions on the Trust Securities
         with respect to Distribution Dates occurring on or prior to the
         Redemption Date for any Trust Securities called for redemption shall be
         payable to the Holders of such Trust Securities as they appear on the
         Securities Register for the Trust Securities on the relevant record
         dates for the related Distribution Dates. If notice of redemption shall
         have been given and funds deposited as required, then on the Redemption
         Date, all rights of Securityholders holding Trust Securities so called
         for redemption will cease, except the right of such Securityholders to
         receive the Redemption Price plus accumulated and unpaid Distributions
         to the Redemption Date thereof, but without interest thereon, and such
         Trust Securities will cease to be Outstanding. In the event that any
         Redemption Date is not a Business Day, then payment of the Redemption
         Price payable on such date plus accumulated and unpaid Distributions to
         such Redemption Date shall be made on the next succeeding day which is
         a Business Day (and without any interest or other payment in respect of
         any such delay) with the same force and effect as if made on such date.
         In the event that payment of the Redemption Price plus accumulated and
         unpaid Distributions in respect of any Trust Securities called for
         redemption is improperly withheld or refused and not paid either by the
         Trust or by the Depositor pursuant to the Guarantee, Distributions on


                                       17
<PAGE>

         such Trust Securities will continue to accrue, at the then applicable
         rate, from the Redemption Date originally established by the Trust for
         such Trust Securities to the date such Redemption Price plus
         accumulated and unpaid Distributions is actually paid, in which case
         the actual payment date will be deemed the date fixed for redemption
         for purposes of calculating the Redemption Price plus accumulated and
         unpaid Distributions to such date.

                  (e) Payment of the Redemption Price on the Trust Securities
         shall be made to the Holders thereof as they appear on the Securities
         Register for the Trust Securities on the Redemption Date.

                  (f) If less than all the Outstanding Trust Securities are to
         be redeemed on a Redemption Date, then the aggregate Liquidation Amount
         of Trust Securities to be redeemed shall be allocated to the Common
         Trust Securities and to the Preferred Trust Securities in the
         proportion that the aggregate Liquidation Amount of each is to the
         aggregate Liquidation Amount of all outstanding Trust Securities. The
         particular Preferred Trust Securities to be redeemed shall be selected
         not more than 60 days prior to the Redemption Date by the Property
         Trustee from the Outstanding Preferred Trust Securities not previously
         called for redemption, by such method as the Property Trustee shall
         deem fair and appropriate and which may provide for the selection for
         redemption of portions (equal to $25 or integral multiples thereof) of
         the Liquidation Amount of Preferred Trust Securities of a denomination
         larger than $25. The Property Trustee shall promptly notify the
         Transfer Agent and Registrar in writing of the Preferred Trust
         Securities selected for redemption and, in the case of any Preferred
         Trust Securities selected for partial redemption, the Liquidation
         Amount thereof to be redeemed. For all purposes of this Trust
         Agreement, unless the context otherwise requires, all provisions
         relating to the redemption of Preferred Trust Securities shall relate,
         in the case of any Preferred Trust Securities redeemed or to be
         redeemed only in part, to the portion of the Liquidation Amount of
         Preferred Trust Securities which has been or is to be redeemed.

               SECTION 4.03. SUBORDINATION OF COMMON TRUST SECURITIES. (a)
Payment of Distributions (including Additional Amounts, if applicable) on, and
the Redemption Price plus accumulated and unpaid Distributions of, the Trust
Securities, as applicable, shall be made pro rata based on the Liquidation
Amount of the Trust Securities; provided, however, that if on any Distribution
Date or Redemption Date an Event of Default shall have occurred and be
continuing, no payment of any Distribution (including Additional Amounts, if
applicable) on, or Redemption Price plus accumulated and unpaid Distributions
of, any Common Trust Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Trust Securities, shall
be made unless payment in full in cash of all accumulated and unpaid
Distributions (including Additional Amounts, if applicable) on all Outstanding
Preferred Trust Securities for all distribution periods terminating on or prior
thereto, or in the case of payment of the Redemption Price plus accumulated and
unpaid Distributions the full amount of such Redemption Price plus accumulated
and unpaid Distributions on all Outstanding Preferred Trust Securities, shall
have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including Additional Amounts, if applicable) on, or Redemption
Price plus accumulated and unpaid Distributions of, Preferred Trust Securities
then due and payable.


                                       18
<PAGE>

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

               SECTION 4.04. PAYMENT PROCEDURES. Payments in respect of the
aPreferred Trust Securities shall be made by check mailed to the address of the
Person entitled thereto as such address shall appear on the Securities Register
or, if the Preferred Trust Securities are held by a Securities Depository, such
Distributions shall be made to the Securities Depository, which shall credit the
relevant Persons' accounts at such Securities Depository on the applicable
Distribution Dates. Payments in respect of the Common Trust Securities shall be
made in such manner as shall be mutually agreed between the Administrative
Trustees and the Holder of the Common Trust Securities.

               SECTION 4.05. TAX RETURNS AND REPORTS. The Administrative
Trustees shall prepare (or cause to be prepared), at the Depositor's expense and
direction, and file all United States federal, state and local tax and
information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared or filed) the Internal Revenue Service Form 1041 (or
any successor form) required to be filed in respect of the Trust in each taxable
year of the Trust and (b) prepare and furnish (or cause to be prepared and
furnished) to each Securityholder the related Internal Revenue Service Form
1099, or any successor form or the information required to be provided on such
form. The Administrative Trustees shall provide the Depositor and the Property
Trustee with a copy of all such returns, reports and schedules promptly after
such filing or furnishing. The Trustees shall comply with United States federal
withholding and backup withholding tax laws and information reporting
requirements with respect to any payments to Securityholders under the Trust
Securities.

               SECTION 4.06. PAYMENTS UNDER INDENTURE. Any amount payable
hereunder to any Holder of Preferred Trust Securities shall be reduced by the
amount of any corresponding payment such Holder has directly received pursuant
to Section 808 of the Subordinated Indenture. Notwithstanding the provisions
hereunder to the contrary, Securityholders acknowledge that any Holder of
Preferred Trust Securities that receives payment under Section 808 of the
Subordinated Indenture may receive amounts greater than the amount such Holder
may be entitled to receive pursuant to the other provisions of this Trust
Agreement.


                                       19
<PAGE>

                                   ARTICLE V.

                          TRUST SECURITIES CERTIFICATES

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

               SECTION 5.02. THE TRUST SECURITIES CERTIFICATES. The Trust
Securities Certificates shall be issued in denominations of $25 Liquidation
Amount and integral multiples thereof. The Trust Securities Certificates shall
be executed on behalf of the Trust by manual or facsimile signature of at least
one Administrative Trustee and, if executed on behalf of the Trust by facsimile
signature, the Preferred Trust Securities shall be countersigned by the Transfer
Agent and Registrar or its agent. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust and, if
executed on behalf of the Trust by facsimile signature, countersigned by the
Transfer Agent and Registrar or its agent, shall be validly issued and entitled
to the benefits of this Trust Agreement, notwithstanding that such individuals
or any of them shall have ceased to be so authorized prior to the delivery of
such Trust Securities Certificates or did not hold such offices at the date of
delivery of such Trust Securities Certificates. A transferee of a Trust
Securities Certificate shall become a Securityholder, and shall be entitled to
the rights and subject to the obligations of a Securityholder hereunder, upon
due registration of such Trust Securities Certificate in such transferee's name
pursuant to Section 5.04 or 5.12.

               SECTION 5.03. EXECUTION AND DELIVERY OF TRUST SECURITIES
CERTIFICATES. On the Closing Date, the Administrative Trustees, or any one of
them, shall cause Trust Securities Certificates, in an aggregate Liquidation
Amount as provided in Sections 2.04 and 2.05, to be executed on behalf of the
Trust, and in the case of Preferred Trust Securities executed by facsimile
signature, countersigned by the Transfer Agent and Registrar, or its agent, and
delivered to or upon the written order of the Depositor signed by its chairman
of the board, any of its vice presidents or its treasurer, without further
corporate action by the Depositor, in authorized denominations. The Depositor
agrees to indemnify, defend and hold The Bank of New York harmless against any
and all costs and liabilities incurred without negligence arising out of or in
connection with any such countersigning by it.

               SECTION 5.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
SECURITIES CERTIFICATES. The Transfer Agent and Registrar shall keep or cause to
be kept, at the office or agency maintained pursuant to Section 5.08, a
Securities Register in which, subject to such reasonable regulations as it may
prescribe, the Transfer Agent and Registrar shall provide for the registration
of Preferred Trust Securities Certificates and the Common Trust Securities
Certificates (subject to Section 5.10 in the case of the Common Trust Securities
Certificates) and registration of transfers and exchanges of Preferred Trust
Securities Certificates as herein provided. Texas Utilities Services Inc. shall
be the initial Transfer Agent and Registrar.


                                       20
<PAGE>

               Upon surrender for registration of transfer of any Preferred
Trust Securities Certificate at the office or agency maintained pursuant to
Section 5.08, the Administrative Trustees, or any one of them, shall execute on
behalf of the Trust by manual or facsimile signature and, if executed on behalf
of the Trust by facsimile signature, cause the Transfer Agent and Registrar or
its agent to countersign and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Trust Securities Certificates in
authorized denominations of a like aggregate Liquidation Amount. At the option
of a Holder, Preferred Trust Securities Certificates may be exchanged for other
Preferred Trust Securities Certificates in authorized denominations of the same
class and of a like aggregate Liquidation Amount upon surrender of the Preferred
Trust Securities Certificates to be exchanged at the office or agency maintained
pursuant to Section 5.08.

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

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

               SECTION 5.05. MUTILATED, DESTROYED, LOST OR STOLEN TRUST
SECURITIES CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall
be surrendered to the Transfer Agent and Registrar, or if the Transfer Agent and
Registrar shall receive evidence to its satisfaction of the destruction, loss or
theft of any Trust Securities Certificate and (b) there shall be delivered to
the Transfer Agent and Registrar and the Administrative Trustees such security
or indemnity as may be required by them to save each of them and the Depositor
harmless, then in the absence of notice that such Trust Securities Certificate
shall have been acquired by a bona fide purchaser, the Administrative Trustees,
or any one of them, on behalf of the Trust shall execute by manual or facsimile
signature and, if execution on behalf of the Trust is by facsimile signature,
countersigned by a Transfer Agent and Registrar or its agent; and the
Administrative Trustees, or any one of them, and, if executed on behalf of the
Trust by facsimile signature, countersigned by the Transfer Agent and Registrar
or its agent shall make available for delivery, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Transfer Agent and Registrar may
require the payment of a sum sufficient to cover any tax or other governmental


                                       21
<PAGE>

charge that may be imposed in connection therewith. Any duplicate Trust
Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

               SECTION 5.06. PERSONS DEEMED SECURITYHOLDERS. Prior to due
presentation of a Trust Securities Certificate for registration of transfer, the
Trustees and the Transfer Agent and Registrar, and any agent of the Trustee and
the Transfer Agent and Registrar, shall be entitled to treat the Person in whose
name any Trust Securities Certificate shall be registered in the Securities
Register as the owner of such Trust Securities Certificate for the purpose of
receiving Distributions and for all other purposes whatsoever, and neither the
Trustees nor the Transfer Agent and Registrar shall be bound by any notice to
the contrary.

               SECTION 5.07. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND
ADDRESSES. The Administrative Trustees shall furnish or cause to be furnished
(x) to the Depositor, within 15 days after receipt by any Administrative Trustee
of a request therefor from the Depositor in writing and (y) to the Property
Trustee, promptly after receipt by any Administrative Trustee of a request
therefor from the Property Trustee in writing in order to enable the Property
Trustee to discharge its obligations under this Trust Agreement, a list, in such
form as the Depositor or the Property Trustee may reasonably require, of the
names and addresses of the Securityholders as of a recent date. If Holders of
Trust Securities Certificates evidencing ownership at such time and for the
previous six months not less than 25% of the Outstanding aggregate Liquidation
Amount apply in writing to any Administrative Trustee, and such application
states that the applicants desire to communicate with other Securityholders with
respect to their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either the Depositor or
any Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

               SECTION 5.08. MAINTENANCE OF OFFICE OR AGENCY. The Depositor
shall or shall cause the Transfer Agent and Registrar to maintain in the Borough
of Manhattan, The City of New York, an office or offices or agency or agencies
where Preferred Trust Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Depositor, the Trust or the Transfer Agent and Registrar in respect of the
Trust Securities and the Trust Agreement may be served. The Depositor initially
designates Midwest Clearing Corporation, 40 Broad Street, New York, New York
10004 as its principal office for such purposes. The Depositor shall or shall
cause the Transfer Agent and Registrar to give prompt written notice to the
Depositor, the Property Trustee and to the Securityholders of any change in the
location of the Securities Register or any such office or agency. If at any time
the Depositor shall fail to maintain such office or agency or shall fail to
furnish the Property Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Property Trustee, and the Depositor hereby appoints the Property
Trustee its agent and the agent of the Trust to receive all such presentations,
surrenders, notices and demands.


                                       22
<PAGE>

               SECTION 5.09. APPOINTMENT OF PAYING AGENT. The Paying Agent shall
make distributions to Securityholders from the Payment Account and shall report
the amounts of such distributions to the Administrative Trustees and the
Property Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Payment Account for the purpose of making the Distributions
referred to above. The Property Trustee shall be entitled to rely upon a
certificate of the Paying Agent stating in effect the amount of such funds so to
be withdrawn and that same are to be applied by the Paying Agent in accordance
with this Section 5.09. The Administrative Trustees or any one of them may
revoke such power and remove the Paying Agent if the Administrative Trustee or
any one of them determines in its sole discretion that the Paying Agent shall
have failed to perform its obligations under this Trust Agreement in any
material respect. The Bank of New York is hereby appointed as the initial Paying
Agent, and it may choose any co-paying agent that is acceptable to the
Administrative Trustees and the Depositor. The Paying Agent shall be permitted
to resign upon 30 days' written notice to the Administrative Trustees and the
Depositor. In the event of the removal or resignation of The Bank of New York as
Paying Agent, the Administrative Trustees shall appoint a successor that is
reasonably acceptable to the Property Trustee and the Depositor to act as Paying
Agent (which shall be a bank, trust company or an Affiliate of the Depositor).
The Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon resignation or removal of a Paying Agent such Paying
Agent shall also return all funds in its possession to the Property Trustee. The
provisions of Sections 8.01, 8.03 and 8.06 shall apply to the Paying Agent
appointed hereunder, and the Paying Agent shall be bound by the requirements
with respect to paying agents of securities issued pursuant to the Trust
Indenture Act. Any reference in this Trust Agreement to the Paying Agent shall
include any co-paying agent unless the context requires otherwise.

               SECTION 5.10. OWNERSHIP OF COMMON TRUST SECURITIES BY DEPOSITOR.
On the Closing Date, the Depositor shall acquire, and thereafter retain,
beneficial and record ownership of the Common Trust Securities. Except in
connection with a transaction involving the Depositor that would be permitted
under Article Eleven of the Subordinated Indenture, any attempted transfer of
the Common Trust Securities shall be void. The Administrative Trustees shall
cause each Common Trust Securities Certificate issued to the Depositor to
contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS
PROVIDED IN THE TRUST AGREEMENT". Common Trust Securities Certificates
representing the Common Trust Securities shall be issued to the Depositor in the
form of a typewritten or definitive Common Trust Securities Certificate.

               SECTION 5.11. DEFINITIVE PREFERRED TRUST SECURITIES CERTIFICATES.
Upon initial issuance of the Preferred Trust Securities, the Definitive
Preferred Trust 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. The Administrative Trustees,


                                       23
<PAGE>

or any one of them, shall execute on behalf of the Trust by manual or facsimile
signature, and, if executed by facsimile on behalf of the Trust, countersigned
by the Transfer Agent and Registrar or its agent, the Definitive Preferred Trust
Securities Certificates initially in accordance with the instructions of the
Depositor. Neither the Transfer Agent and Registrar nor any of the
Administrative Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions.

               SECTION 5.12. BOOK-ENTRY SYSTEM. Some or all of the Preferred
Trust Securities may be registered in the name of a securities depository
("Securities Depository") or a nominee therefor, and held in the custody of the
Securities Depository or a custodian thereof. In such event, a single
certificate will be issued and delivered to the Securities Depository for such
Preferred Trust Securities, in which case the Owners of such Preferred Trust
Securities will not receive physical delivery of certificates for Preferred
Trust Securities. Except as provided herein, all transfers of beneficial
ownership interests in such Preferred Trust Securities will be made by
book-entry only, and no investor or other party purchasing, selling or otherwise
transferring beneficial ownership of the Preferred Trust Securities will
receive, hold or deliver any certificate for Preferred Trust Securities. The
Depositor, the Trustees and the Paying Agent will recognize the Securities
Depository or its nominee as the Holder of Preferred Trust Securities for all
purposes, including notices and voting.

               The Administrative Trustees, at the direction and expense of the
Depositor, may from time to time appoint a Securities Depository or a successor
thereto and enter into a letter of representations or other agreement with such
Securities Depository to establish procedures with respect to the Preferred
Trust Securities. Any Securities Depository shall be a Clearing Agency.

               The Depositor and the Trustees covenant and agree to meet the
requirements of a Securities Depository for the Preferred Trust Securities with
respect to required notices and other provisions of the letter of
representations or agreement executed with respect to such Preferred Trust
Securities.

               Whenever the beneficial ownership of any Preferred Trust
Securities is determined through the books of a Securities Depository, the
requirements in this Trust Agreement of holding, delivering or transferring such
Preferred Trust Securities shall be deemed modified with respect to such
Preferred Trust Securities to meet the requirements of the Securities Depository
with respect to actions of the Trustees, the Depositor and the Paying Agent. Any
provisions hereof permitting or requiring delivery of such Preferred Trust
Securities shall, while such Preferred Trust Securities are in a book-entry
system, be satisfied by the notation on the books of the Securities Depository
in accordance with applicable state law.

               SECTION 5.13. RIGHTS OF SECURITYHOLDERS. The legal title to the
Trust Property is vested exclusively in the Property Trustee (in its capacity as
such) in accordance with Section 2.09, and the Securityholders shall not have
any right or title therein other than an undivided beneficial interest in the
assets of the Trust conferred by their Trust Securities and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this Trust
Agreement. The Preferred Trust Securities shall have no preemptive or similar
rights and when issued and delivered to Securityholders against payment of the


                                       24
<PAGE>

purchase price therefor will be fully paid and nonassessable undivided
beneficial interests in the assets of the Trust.

               SECTION 5.14. CANCELLATION BY TRANSFER AGENT AND REGISTRAR. All
Trust Securities Certificates surrendered for payment, redemption, registration
of transfer or exchange shall, if surrendered to any Person other than the
Transfer Agent and Registrar, be delivered to the Transfer Agent and Registrar
and, if not theretofore cancelled, shall be promptly cancelled by the Transfer
Agent and Registrar. No Trust Securities Certificates shall be issued in lieu of
or in exchange for any Trust Securities Certificates cancelled as provided in
this Section, except as expressly permitted by this Trust Agreement. All
cancelled Trust Securities Certificates held by the Transfer Agent and Registrar
shall be disposed of in accordance with customary practices.

                                   ARTICLE VI.

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

               SECTION 6.01. LIMITATIONS ON VOTING RIGHTS. (a) Except as
provided in this Section 6.01, in Section 10.03 and as otherwise required by
law, no Holder of Preferred Trust Securities shall have any right to vote or in
any manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association. If the Property Trustee fails to enforce its
rights under the Debentures or this Trust Agreement, a Holder of Preferred Trust
Securities may institute a legal proceeding directly against the Depositor to
enforce the Property Trustee's rights under the Debentures or this Trust
Agreement, to the fullest extent permitted by law, without first instituting any
legal proceeding against the Property Trustee or any other Person.
Notwithstanding the foregoing, a Holder of Preferred Trust Securities may
directly institute a proceeding for enforcement of payment to such Holder of
principal of or interest on the Debentures having a principal amount equal to
the aggregate liquidation preference amount of the Preferred Trust Securities of
such Holder on or after the due dates specified in the Debentures.

               (b) So long as any Debentures are held by the Property Trustee,
          the Trustees shall not (i) direct the time, method and place of
          conducting any proceeding for any remedy available to the Debenture
          Trustee, or executing any trust or power conferred on the Debenture
          Trustee with respect to such Debentures, (ii) waive any past default
          which is waivable under Section 813 of the Subordinated 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
          Subordinated Indenture or the Debentures, where such consent shall be
          required, without, in each case, obtaining the prior approval of the
          Holders of at least 66 2/3% of the aggregate Liquidation Amount of the
          Outstanding Preferred Trust Securities; provided, however, that where
          a consent under the Subordinated Indenture would require the consent
          of each Holder of Debentures affected thereby, no such consent shall
          be given by any Trustee without the prior written consent of each
          Holder of Preferred Trust Securities. The Trustees shall not revoke
          any action previously authorized or approved by a vote of the
          Preferred Trust Securities, except pursuant to a subsequent vote of


                                       25
<PAGE>

          the Preferred Trust Securities. The Property Trustee shall notify all
          Holders of the Preferred Trust Securities of any notice of default
          received from the Debenture Trustee with respect to the Debentures. In
          addition to obtaining the foregoing approvals of the Holders of the
          Preferred Trust 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 the Trust will be classified as a "grantor trust" and not as an
          association taxable as a corporation for United States federal income
          tax purposes on account of such action.

               (c) If any proposed amendment to the Trust Agreement provides
          for, or the Trustees otherwise propose to effect, (i) any action that
          would materially adversely affect the powers, preferences or special
          rights of the Preferred Trust Securities, whether by way of amendment
          to the Trust Agreement or otherwise, or (ii) the dissolution,
          winding-up or termination of the Trust, other than pursuant to the
          terms of this Trust Agreement, then the Holders of Outstanding
          Preferred Trust Securities as a class will be entitled to vote on such
          amendment or proposal and such amendment or proposal shall not be
          effective except with the approval of the Holders of at least 66 2/3%
          in aggregate Liquidation Amount of the Outstanding Preferred Trust
          Securities.

               SECTION 6.02. NOTICE OF MEETINGS. Notice of all meetings of the
Holders of Preferred Trust Securities, stating the time, place and purpose of
the meeting, shall be given by the Administrative Trustees pursuant to Section
10.08 to each Holder of a Preferred Trust Security, at his registered address,
at least 15 days and not more than 90 days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether
or not stated in the notice of the meeting. Any adjourned meeting may be held as
adjourned without further notice.

               SECTION 6.03. MEETINGS OF HOLDERS OF PREFERRED TRUST SECURITIES.
No annual meeting of Securityholders is required to be held. The Administrative
Trustees, however, shall call a meeting of Securityholders to vote on any matter
upon the written request of the Holders of 25% of the then Outstanding Preferred
Trust Securities (based upon their aggregate Liquidation Amount) and may, at any
time in their discretion, call a meeting of Holders of Preferred Trust
Securities to vote on any matters as to which the Holders of Preferred Trust
Securities are entitled to vote.

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

               If a quorum is present at a meeting, an affirmative vote by the
Holders of Preferred Trust Securities present, in person or by proxy, holding
more than the lesser of (x) 66 2/3% of the then Outstanding Preferred Trust
Securities (based upon their aggregate Liquidation Amount) held by the Holders
of then Outstanding Preferred Trust Securities present, either in person or by
proxy, at such meeting and (y) 50% of the Outstanding Preferred Trust Securities
(based upon their aggregate Liquidation Amount) shall constitute the action of
the Securityholders, unless this Trust Agreement requires a greater number of
affirmative votes.


                                       26
<PAGE>

               SECTION 6.04. VOTING RIGHTS. Securityholders shall be entitled to
one vote for each $25 of Liquidation Amount represented by their Trust
Securities in respect of any matter as to which such Securityholders are
entitled to vote.

               SECTION 6.05. PROXIES, ETC. At any meeting of Securityholders,
any Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the
Trust as the Administrative Trustees may direct, for verification prior to the
time at which such vote shall be taken. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons, any
one of them may vote at any meeting in person or by proxy in respect of such
Trust Securities, but if more than one of them shall be present at such meeting
in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, or, if earlier, until eleven months after it is sent and the burden of
proving invalidity shall rest on the challenger.

               SECTION 6.06. SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any
action which may be taken by Securityholders at a meeting may be taken without a
meeting and without notice if Securityholders holding a majority of all
Outstanding Trust Securities entitled to vote in respect of such action (or such
larger proportion thereof as shall be required by any express provision of this
Trust Agreement) shall consent to the action in writing (based upon their
aggregate Liquidation Amount).

               SECTION 6.07. RECORD DATE FOR VOTING AND OTHER PURPOSES. For the
purposes of determining the Securityholders who are entitled to notice of and to
vote at any meeting or to vote by written consent, or to participate in any
Distribution on the Trust Securities in respect of which a record date is not
otherwise provided for in this Trust Agreement, or for the purpose of any other
action, the Administrative Trustees may from time to time fix a date, not more
than 90 days prior to the date of any meeting of Securityholders or the payment
of Distribution or other action including action to be taken by written consent,
as the case may be, as a record date for the determination of the identity of
the Securityholders of record for such purposes.

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


                                       27
<PAGE>

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

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

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

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

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

               SECTION 6.09. INSPECTION OF RECORDS. Subject to Section 5.07
concerning access to the list of Securityholders, upon reasonable notice to the
Administrative Trustees and the Property Trustee, the other records of the Trust
shall be open to inspection by Securityholders during normal business hours for
any purpose reasonably related to such Securityholder's interest as a
Securityholder.

                                  ARTICLE VII.

                 REPRESENTATIONS AND WARRANTIES OF THE PROPERTY
                        TRUSTEE AND THE DELAWARE TRUSTEE

               SECTION 7.01. PROPERTY TRUSTEE. The Property Trustee hereby
represents and warrants for the benefit of the Depositor and the Securityholders
that:

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


                                       28
<PAGE>

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

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

               (d) the execution, delivery and performance by the Property
          Trustee of this Trust Agreement will not violate, conflict with or
          constitute a breach of the Property Trustee's charter or by-laws; and

               (e) the execution, delivery and performance by the Property
          Trustee of this Trust Agreement does not require the consent or
          approval of, the giving of notice to, or the registration with any
          Federal or New York banking authority.

               SECTION 7.02. DELAWARE TRUSTEE. The Delaware Trustee represents
and warrants for the benefit of the Depositor and the Securityholders that:

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

               (b) 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;

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

               (d) the execution, delivery and performance by the Delaware
          Trustee of this Trust Agreement will not violate the Delaware
          Trustee's charter or by-laws; and

               (e) the execution, delivery and performance by the Delaware
          Trustee of this Trust Agreement does not require the consent or
          approval of, the giving of notice to, or the registration with any
          Federal or Delaware banking authority.


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<PAGE>

                                  ARTICLE VIII.

                                  THE TRUSTEES

               SECTION 8.01. CERTAIN DUTIES AND RESPONSIBILITIES.

               (a) The duties and responsibilities of the Trustees shall be
          restricted to those set forth in the express provisions of this Trust
          Agreement and, in the case of the Property Trustee, as provided in the
          Trust Indenture Act, and no implied covenants or obligations shall be
          read into this Trust Agreement against any of the Trustees. For
          purposes of Sections 315(a) and 315(c) of the Trust Indenture act, the
          term "default" is hereby defined as an Event of Default which has
          occurred and is continuing. Notwithstanding the foregoing, no
          provision of this Trust Agreement shall require any of the 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. Notwithstanding anything contained in this Trust Agreement to the
          contrary, the duties and responsibilities of the Property Trustee
          under this Trust Agreement shall be subject to the protections,
          exculpations and limitations on liability afforded to the Property
          Trustee under this Trust Agreement, the Trust Indenture Act, the
          Delaware Business Trust Act and, to the extent applicable, Rule 3a-7
          under the Investment Company Act or any successor rule thereunder.
          Whether or not therein expressly so provided, every provision of this
          Trust Agreement relating to the conduct or affecting the liability of
          or affording protection to the Trustees shall be subject to the
          provisions of this Section 8.01.

               (b) All payments made by the Property Trustee or a Paying Agent
          in respect of the Trust Securities shall be made only from the income
          and proceeds from the Trust Property and only to the extent that there
          shall be sufficient income or proceeds from the Trust Property to
          enable the Property Trustee or Paying Agent to make payments in
          accordance with the terms hereof. Each Securityholder, by its
          acceptance of a Trust Security, agrees that it will look solely to the
          income and proceeds from the Trust Property to the extent available
          for distribution to it as herein provided and that the Trustees are
          not personally liable to it for any amount distributable in respect of
          any Trust Security or for any other liability in respect of any Trust
          Security. This Section 8.01(b) does not limit the liability of the
          Trustees expressly set forth elsewhere in this Trust Agreement or, in
          the case of the Property Trustee, in the Trust Indenture Act.

               (c) All duties and responsibilities of the Property Trustee
          contained in this Trust Agreement are subject to the following:

                    (i) the Property Trustee's sole duty with respect to the
               custody, safe keeping and physical preservation of the Trust
               Property 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, exculpations and limitations
               on liability afforded to the Property Trustee under this Trust
               Agreement, the Trust Indenture Act, the Delaware Business Trust


                                       30
<PAGE>

               Act and, to the extent applicable, Rule 3a-7 under the Investment
               Company Act or any successor rule thereunder;

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

                    (iii) 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. Money held by the Property Trustee need
               not be segregated from other funds held by it except in relation
               to the Payment Account established by the Property Trustee
               pursuant to this Trust Agreement and except to the extent
               otherwise required by law; and

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

               SECTION 8.02. NOTICE OF DEFAULTS. (a) Within ninety (90) days
after the occurrence of any default known to the Property Trustee, the Property
Trustee shall transmit, in the manner and to the extent provided in Section
10.08, notice of such default to the Securityholders and the Depositor, unless
such default shall have been cured or waived. For the purpose of this Section,
the term "default" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

                  (b) Within five Business Days after receipt of notice of the
         Debenture Issuer's exercise of its right to defer the payment of
         interest on the Debentures pursuant to the Subordinated Indenture, an
         Administrative Trustee shall transmit, in the manner and to the extent
         provided in Section 10.08, notice of such exercise to the
         Securityholders and the Property Trustee.

               SECTION 8.03. CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to the
provisions of Section 8.01 and except as provided by law:

                    (i) 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, direction, consent, order, appraisal, bond,
               debenture, note, other evidence of indebtedness or other paper or
               document reasonably believed by it to be genuine and to have been
               signed or presented by the proper party or parties;

                    (ii) if (A) in performing its duties under this Trust
               Agreement the Property Trustee is required to decide between
               alternative courses of action or (B) in construing any of the
               provisions in this Trust Agreement the Property Trustee finds the


                                       31
<PAGE>

               same ambiguous or inconsistent with any other provisions
               contained herein or (C) the Property Trustee is unsure of the
               application of any provision of this Trust Agreement, then,
               except as to any matter as to which the Preferred Trust
               Securityholders are entitled to vote under the terms of this
               Trust Agreement, the Property Trustee shall deliver a notice to
               the Depositor requesting written instructions of the Depositor as
               to the course of action to be taken. The Property Trustee shall
               take such action, or refrain from taking such action, as the
               Property Trustee shall be instructed in writing to take, or to
               refrain from taking, by the Depositor; provided, however, that if
               the Property Trustee does not receive such instructions of the
               Depositor within ten Business Days after it has delivered such
               notice, or such reasonably shorter period of time set forth in
               such notice (which to the extent practicable shall not be less
               than two Business Days), it may, but shall be under no duty to,
               take or refrain from taking such action not inconsistent with
               this Trust Agreement as it shall deem advisable and in the best
               interests of the Securityholders, in which event the Property
               Trustee shall have no liability except for its own bad faith,
               negligence or willful misconduct;

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

                    (iv) the Property Trustee may consult with counsel of its
               selection and the written advice of such counsel or any Opinion
               of Counsel shall be full and complete authorization and
               protection in respect of any action taken, suffered or omitted by
               it hereunder in good faith and in reliance thereon;

                    (v) 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 Securityholder
               pursuant to this Trust Agreement, unless such Securityholder
               shall have offered to the Property Trustee reasonable security or
               indemnity against the costs, expenses (including reasonable
               attorneys' fees and expenses) and liabilities which might be
               incurred by it in complying with such request or direction;

                    (vi) the Property Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, direction, consent, order, approval, bond, debenture,
               note or other evidence of indebtedness or other paper or
               document, but the Property Trustee, in its discretion, may make
               such further inquiry or investigation into such facts or matters
               as it may see fit, and, if the Property Trustee shall determine
               to make such further inquiry or investigation, it shall be
               entitled to examine the books, records and premises of the
               Depositor personally or by agent or attorney;


                                       32
<PAGE>

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

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

                    (ix) the Property Trustee shall not be charged with
               knowledge of any default or Event of Default with respect to the
               Trust Securities unless either (A) a Responsible Officer of the
               Property Trustee shall have actual knowledge of the default or
               Event of Default or (B) written notice of such default or Event
               of Default shall have been given to the Property Trustee by the
               Depositor, the Administrative Trustees or by any Holder of the
               Trust Securities;

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

                    (xi) 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;

                    (xii) 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 tax or securities
               form) (or any rerecording, refiling or registration thereof);

                    (xiii) 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; and

                    (xiv) 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 (A) may


                                       33
<PAGE>

               request instructions from the Holders of the Trust Securities,
               which instructions may only be given by the Holders of the same
               Liquidation Amount of the Trust Securities as would be entitled
               to direct the Property Trustee under the terms of this Trust
               Agreement in respect of such remedies, rights or actions, (B) may
               refrain from enforcing such remedy or right or taking such other
               action until such instructions are received, and (C) shall be
               protected in acting in accordance with such instructions.

               SECTION 8.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES. The recitals contained herein and in the Trust Securities
Certificates shall be taken as the statements of the Trust, and the Trustees do
not assume any responsibility for their correctness. The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Debentures or the Trust Securities. The Trustees shall not
be accountable for the use or application by the Trust of the proceeds of the
Trust Securities.

               SECTION 8.05. MAY HOLD SECURITIES. Any Trustee or any agent of
any Trustee or the Trust, in its individual or any other capacity, may become
the owner or pledgee of Trust Securities and, except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such agent.

               SECTION 8.06. COMPENSATION; FEES; INDEMNITY.

               The Depositor agrees:

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

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

                    (iii) to indemnify each Trustee for, and to hold each
               Trustee harmless against, any and all loss, damage, claims,
               liability or expense incurred without negligence (gross
               negligence, in the case of any Administrative Trustee), bad faith
               or willful misconduct on its part, arising out of or in
               connection with the acceptance or administration of the trust or
               trusts under this Trust Agreement, including the reasonable costs
               and expenses of defending itself against any claim or liability


                                       34
<PAGE>

               in connection with the exercise or performance of any of its
               powers or duties hereunder.

               As security for the performance of the obligations of the
Depositor under this Section, each of the Trustees shall have a lien prior to
the Trust Securities upon all property and funds held or collected by such
Trustee as such, except funds held in trust for the payment of Distributions on
the Trust Securities. "Trustee" for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, wilful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

               In addition to the rights provided to each Trustee pursuant to
the provisions of the immediately preceding paragraph of this Section 8.06, when
a Trustee incurs expenses or renders services in connection with an Event of
Default resulting from a Bankruptcy Event with respect to the Trust, the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

               The provisions of this Section 8.06 shall survive the termination
of this Trust Agreement.

               SECTION 8.07. CERTAIN TRUSTEES REQUIRED; ELIGIBILITY. (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 has a combined capital
and surplus of at least $50,000,000. If any such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of its
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee with respect to the Trust
Securities shall cease to be eligible in accordance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article VIII.

               (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 such 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 that otherwise meets the
          requirements of applicable Delaware law and that shall act through one
          or more persons authorized to bind such entity.

               SECTION 8.08. CONFLICTING INTERESTS.

               If the Property Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Property Trustee
shall either eliminate such interest or resign, to the extent and in the manner


                                       35
<PAGE>

provided by, and subject to the provisions of, the Trust Indenture Act and this
Trust Agreement. The Subordinated Indenture, the Guarantee Agreement, the
Indenture (For Unsecured Debt Securities Series A) dated as of October 1, 1997
of the Depositor to The Bank of New York, as trustee, the Indenture (For
Unsecured Debt Securities Series B) dated as of October 1, 1997 of the Depositor
to The Bank of New York, as trustee, the Indenture (For Unsecured Debt
Securities Series C), dated as of January 1, 1998 of the Depositor to The Bank
of New York, as trustee, the Purchase Contract Agreement dated as of July 1,
1998 of the Depositor to The Bank of New York, as agent, attorney-in-fact and
trustee, the Indenture (For Unsecured Debt Securities Series D and Series E),
dated as of July 1, 1998 of the Depositor to The Bank of New York, as trustee,
the Indenture (For Unsecured Debt Securities Series F), dated as of October 1,
1998 of the Depositor to The Bank of New York, as trustee, the Indenture (For
Unsecured Debt Securities Series G), dated as of October 1, 1998 of the
Depositor to The Bank of New York, as trustee, the Indenture (For Unsecured Debt
Securities Series H), dated as of June 1, 1999 of the Depositor to The Bank of
New York, as trustee, the Indenture (For Unsecured Debt Securities Series I),
dated as of September 1, 1999 of the Depositor to The Bank of New York, as
trustee, the Guarantee Agreement, dated as of December 30, 1998 between the
Depositor, and The Bank of New York, as trustee, and the Amended and Restated
Trust Agreement, dated as of December 30, 1998 between the Depositor, as
depositor, The Bank of New York, The Bank of New York (Delaware), Laura
Anderson, Kirk R. Oliver, Jackie Harrison, Kevin Lloyd and Jay Rhodes, as
trustees and the several Holders defined therein, 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 8.09. CO-TRUSTEES AND SEPARATE TRUSTEE.

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

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

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


                                       36
<PAGE>

                         (1) The Trust Securities shall be executed and
                    delivered and all rights, powers, duties, and obligations
                    hereunder in respect of the custody of securities, cash and
                    other personal property held by, or required to be deposited
                    or pledged with, the Trustees designated for such purpose
                    hereunder, shall be exercised, solely by such Trustees.

                         (2) 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.

                         (3) 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
                    8.09, and, in case a Debenture Event of Default has occurred
                    and is continuing, the Property Trustee shall have power to
                    accept the resignation of, or remove, any such co-trustee or
                    separate trustee without the concurrence of the Depositor.
                    Upon the written request of the Property Trustee, the
                    Depositor shall join with the Property Trustee in the
                    execution, delivery, and performance of all instruments and
                    agreements necessary or proper to effectuate such
                    resignation or removal. A successor to any co-trustee or
                    separate trustee so resigned or removed may be appointed in
                    the manner provided in this Section.

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

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

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

               SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
No resignation or removal of any Trustee (as the case may be, the "Relevant
Trustee") and no appointment of a successor Relevant Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the


                                       37
<PAGE>

successor Relevant Trustee in accordance with the applicable requirements of
Section 8.11.

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

               Unless a Debenture Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at any time by Act of the Common
Trust Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Relevant Trustee may be removed at such time by Act of the
Securityholders of a majority of the aggregate Liquidation Amount of the
Outstanding Preferred Trust Securities, delivered to the Relevant Trustee (in
its individual capacity and on behalf of the Trust); provided, however, that any
Administrative Trustee may be removed solely by the Act of the Common Trust
Securityholder.

               If the Relevant Trustee shall resign, be removed or become
incapable of continuing to act as Relevant Trustee at a time when no Debenture
Event of Default shall have occurred and be continuing, the Common Trust
Securityholder, by Act of the Common Trust Securityholder delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees, and the retiring Relevant Trustee shall comply with the applicable
requirements of Section 8.11. If the Relevant Trustee shall resign, be removed
or become incapable of continuing to act as the Relevant Trustee at a time when
a Debenture Event of Default shall have occurred and be continuing, the
Preferred Trust Securityholders, by Act of the Preferred Trust Securityholders
of a majority in aggregate Liquidation Amount of the Outstanding Preferred Trust
Securities delivered to the retiring Relevant Trustee, shall promptly appoint a
successor Relevant Trustee or Trustees, and the Relevant Trustee shall comply
with the applicable requirements of Section 8.11. If no successor Relevant
Trustee shall have been so appointed by the Common Trust Securityholders or the
Preferred Trust Securityholders and accepted appointment in the manner required
by Section 8.11, any Securityholder who has been a Securityholder of Trust
Securities for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

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

               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 incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (i)
the unanimous act of remaining Administrative Trustees if there are at least two
of them or (ii) otherwise by the Depositor (with the successor in each case
being an individual who satisfies the eligibility requirements for
Administrative Trustees or Delaware Trustee, as the case may be, set forth in


                                       38
<PAGE>

Section 8.07). Additionally, notwithstanding the foregoing or any other
provision of this Trust Agreement, in the event the Depositor reasonably
believes that any Administrative Trustee who is a natural person has become
incompetent or incapacitated, the Depositor, by notice to the remaining
Trustees, may terminate the status of such Person as an Administrative Trustee
(in which case the vacancy so created will be filled in accordance with the
preceding sentence).

               No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any successor Property Trustee or Delaware Trustee.

               SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of
the appointment hereunder of a successor Relevant Trustee, the retiring Relevant
Trustee and each successor Trustee shall execute and deliver an amendment hereto
wherein each successor Relevant Trustee shall accept such appointment and which
(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Relevant Trustee all the rights,
powers, trusts and duties of the retiring Relevant Trustee and (2) shall add to
or change any of the provisions of this Trust Agreement as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more
than one Relevant Trustee, it being understood that nothing herein or in such
amendment shall constitute such Relevant Trustees co-trustees of the same trust
and that each such Relevant Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Relevant Trustee and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall
become effective to the extent provided therein and each such successor Relevant
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Relevant Trustee; but,
on request of the Trust or any successor Relevant Trustee such retiring Relevant
Trustee shall duly assign, transfer and deliver to such successor Trustee all
Trust Property, all proceeds thereof and money held by such retiring Relevant
Trustee hereunder with respect to the Trust Securities and the Trust.

               Upon request of any such successor Relevant Trustee, the retiring
Relevant Trustee 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 VIII.

               SECTION 8.12. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any Person into which the Property Trustee or the Delaware Trustee or
any Administrative Trustee or any Trustee that is not a natural person may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Relevant
Trustee shall be a party, or any 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 such Person shall be otherwise
qualified and eligible under this Article VIII, without the execution or filing


                                       39
<PAGE>

of any paper, the giving of any notice or any further act on the part of any of
the parties hereto.

               SECTION 8.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR
OR TRUST. If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
Trust (or any such other obligor).

               SECTION 8.14. REPORTS BY PROPERTY TRUSTEE. (a) The Property
Trustee shall transmit to Securityholders such reports concerning the Property
Trustee and its actions under this Trust Agreement as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant
thereto. Such of those reports as are required to be transmitted by the Property
Trustee pursuant to Section 313(a) of the Trust Indenture Act shall be dated as
of the next preceding September 15, and shall be transmitted no later than
November 1 of each year, commencing November 1, 2000.

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

               SECTION 8.15. REPORTS TO THE PROPERTY TRUSTEE. The Depositor and
the Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information, if any, and the compliance
certificate required by Section 314 of the Trust Indenture Act, in the form, in
the manner and at the times required by Section 314 of the Trust Indenture Act.
Delivery of such reports, information and documents by the Depositor to the
Property Trustee is for informational purposes only and the Property Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Depositor's compliance with any of its covenants hereunder (as to which the
Property Trustee is entitled to rely exclusively on Officers' Certificates).

               SECTION 8.16. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.
Each of the Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such evidence of compliance with any
conditions precedent, if any, provided for in this Trust Agreement (including
any covenants compliance with which constitutes a condition precedent) 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 may be given in the form of an
Officers' Certificate.

               SECTION 8.17. NUMBER OF TRUSTEES.

               (a) The number of Trustees shall be six, provided that Depositor,
          by written instrument, may increase or decrease the number of
          Administrative Trustees.


                                       40
<PAGE>

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

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

               SECTION 8.18. DELEGATION OF POWER.

               (a) Any Administrative Trustee may, by power of attorney
          consistent with applicable law, delegate to any other natural person
          over the age of 21 his or her power for the purpose of executing any
          documents contemplated in Sections 2.07(a) and 2.07(c), 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 the doing of such things and the
          execution of such instruments either in the name of the Trust or the
          names of the Administrative Trustees or otherwise as the
          Administrative Trustees may deem expedient, to the extent such
          delegation is not prohibited by applicable law or contrary to the
          provisions of the Trust, as set forth herein.

               SECTION 8.19. FIDUCIARY DUTY.

               (a) To the extent that, at law or in equity, an Indemnified
          Person has duties (including fiduciary duties) and liabilities
          relating thereto to the Trust or to any other Covered Person, an
          Indemnified Person acting under this Trust Agreement shall not be
          liable to the Trust or to any other Covered Person for its good faith
          reliance on the provisions of this Trust Agreement. The provisions of
          this Trust Agreement, to the extent that they restrict the duties and
          liabilities of an Indemnified Person otherwise existing at law or in
          equity (other than the duties imposed on the Property Trustee under
          the Trust Indenture Act), are agreed by the parties hereto to replace
          such other duties and liabilities of such Indemnified Person;

               (b) Unless otherwise expressly provided herein and subject to the
          provisions of the Trust Indenture Act:

                    (i) whenever a conflict of interest exists or arises between
               an Indemnified Person and any Covered Person; or


                                       41
<PAGE>

                    (ii) whenever this Trust Agreement or any other agreement
               contemplated herein or therein provides that an Indemnified
               Person shall act in a manner that is, or provides terms that are,
               fair and reasonable to the Trust or any Holder of Trust
               Securities, the Indemnified Person shall resolve such conflict of
               interest, take such action or provide such terms, considering in
               each case the relative interest of each party (including its own
               interest) to such conflict, agreement, transaction or situation
               and the benefits and burdens relating to such interests, any
               customary or accepted industry practices, and any applicable
               generally accepted accounting practices or principles. In the
               absence of bad faith by the Indemnified Person, the resolution,
               action or term so made, taken or provided by the Indemnified
               Person shall not constitute a breach of this Trust Agreement or
               any other agreement contemplated herein or of any duty or
               obligation of the Indemnified Person at law or in equity or
               otherwise; and

               (c) Unless otherwise expressly provided herein and subject to the
          provisions of the Trust Indenture Act, whenever in this Trust
          Agreement an Indemnified Person is permitted or required to make a
          decision

                    (i) in its "discretion" or under a grant of similar
               authority, the Indemnified Person shall be entitled to consider
               such interests and factors as it reasonably desires, including
               its own interests, and shall have no duty or obligation to give
               any consideration to any interest of or factors affecting the
               Trust or any other Person; or

                    (ii) in its "good faith" or under another express standard,
               the Indemnified Person shall act under such express standard and
               shall not be subject to any other or different standard imposed
               by this Trust Agreement or by applicable law.

                                   ARTICLE IX.

                           TERMINATION AND LIQUIDATION

               SECTION 9.01. DISSOLUTION UPON EXPIRATION DATE. The Trust shall
automatically dissolve on December 31, 2040 (the "Expiration Date") and the
Trustees shall take such action as is required by Section 9.04.

               SECTION 9.02. EARLY TERMINATION. Upon the first to occur of any
of the following events (such first occurrence, an "Early Termination Event"):

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

                    (ii) the redemption of all of the Preferred Trust
               Securities;

                    (iii) an order for judicial dissolution of the Trust having
               been entered by a court of competent jurisdiction;


                                       42
<PAGE>

                    (iv) the election by the Depositor to dissolve the Trust
               and, after satisfaction of liabilities to creditors of the Trust,
               distribute the Debentures to the Holders of Preferred Trust
               Securities in liquidation of the Trust;

the Trust shall dissolve and the Trustees shall take such action as is required
by Section 9.04.

               SECTION 9.03. TERMINATION. The respective obligations and
responsibilities of the Trust and the Trustees created hereby shall terminate
upon the latest to occur of the following: (i) the distribution by the Property
Trustee to Securityholders upon the liquidation of the Trust pursuant to Section
9.04, or upon the redemption of all of the Trust Securities pursuant to Section
4.02 or 9.04(d), of all amounts required to be distributed hereunder upon the
final payment of the Trust Securities; (ii) the payment of any expenses owed by
the Trust; and (iii) the discharge of all administrative duties of the
Administrative Trustees, including the performance of any tax reporting
obligations with respect to the Trust or the Securityholders.

               SECTION 9.04. Liquidation. (a) Upon the Expiration Date or if an
Early Termination Event specified in clause (i), (iii) or (iv) of Section 9.02
occurs, after satisfaction of creditors of the Trust, if any, as provided by
applicable law, the Trust shall be liquidated by the Property Trustee as
expeditiously as the Property Trustee determines to be appropriate by
distributing to each Securityholder a Like Amount of Debentures, subject to
Section 9.04(e). Notice of liquidation shall be given by the Administrative
Trustees by first-class mail, postage prepaid, mailed not later than 30 nor more
than 60 days prior to the Liquidation Date to each Holder of Trust Securities at
such Holder's address appearing in the Securities Register. All notices of
liquidation shall:

                    (i) state the Liquidation Date;

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

                    (iii) provide such information with respect to the mechanics
               by which Holders may exchange Trust Securities Certificates for
               Debentures, or, if Section 9.04(e) applies, receive a Liquidation
               Distribution, as the Administrative Trustees or the Property
               Trustee shall deem appropriate.

               (b) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply, in
          order to effect the liquidation of the Trust hereunder, and any
          resulting distribution of the Debentures to Securityholders, the
          Property Trustee shall establish a record date for such distribution
          (which shall be not more than 45 days prior to the Liquidation Date)
          and, either itself acting as exchange agent or through the appointment
          of a separate exchange agent, shall establish such procedures as it
          shall deem appropriate to effect the distribution of Debentures in
          exchange for the Outstanding Trust Securities Certificates.

               (c) Except where Sections 9.02(ii), 9.04(d) or 9.04(e) apply,
          after any Liquidation Date, (i) the Trust Securities will no longer be
          deemed to be Outstanding, (ii) certificates representing a Like Amount


                                       43
<PAGE>

          of Debentures will, after satisfaction of liabilities to creditors of
          the Trust, if any, as provided by applicable law, be issued to Holders
          of Trust Securities Certificates, upon surrender of such Trust
          Securities Certificates to the Administrative Trustees or their agent
          for exchange, (iii) any Trust Securities Certificates not so
          surrendered for exchange will be deemed to represent a Like Amount of
          Debentures, accruing interest at the rate provided for in the
          Debentures from the last Distribution Date on which a Distribution was
          made on such Trust Securities Certificates until such Trust Securities
          Certificates are so surrendered (and until such Trust Securities
          Certificates are so surrendered, no payments or interest or principal
          will be made to Holders of Trust Securities Certificates with respect
          to such Debentures) and (iv) all rights of Securityholders holding
          Trust Securities will cease, except the right of such Securityholders
          to receive, after satisfaction of liabilities to creditors of the
          Trust, if any, as provided by applicable law, Debentures upon
          surrender of Trust Securities Certificates.

               (d) If at any time, a Tax Event shall occur and be continuing,
          and either (i) in the opinion of counsel to the Depositor experienced
          in such matters, there would in all cases, after effecting the
          dissolution of the Trust, after satisfaction of liabilities to
          creditors of the Trust, if any, as provided by applicable law, and the
          distribution of the Debentures to the Holders of the Preferred Trust
          Securities in exchange therefor, be more than an insubstantial risk
          that an Adverse Tax Consequence would continue to exist or (ii) the
          Debentures are not held by the Trust, then the Depositor shall have
          the right to redeem the Debentures, in whole but not in part, at any
          time within 90 days following the occurrence of the Tax Event. Whether
          or not a Tax Event has occurred, the Depositor has the right, at any
          time, to dissolve the Trust and, after satisfaction of liabilities to
          creditors of the Trust, if any, as provided by applicable law, cause
          the Debentures to be distributed to the Holders of the Preferred Trust
          Securities and Common Trust Securities in liquidation of the Trust on
          a pro rata basis.

               (e) In the event that, notwithstanding the other provisions of
          this Section 9.04, whether because of an order for dissolution entered
          by a court of competent jurisdiction or otherwise, distribution of the
          Debentures in the manner provided herein is determined by the Property
          Trustee not to be practical, the Trust Property shall be liquidated,
          and the Trust shall be wound-up, by the Property Trustee in such
          manner as the Property Trustee determines. In such event,
          Securityholders will be entitled to receive out of the assets of the
          Trust available for distribution to Securityholders, after
          satisfaction of liabilities to creditors of the Trust, if any, as
          provided by applicable law, an amount equal to the Liquidation Amount
          per Trust Security plus accumulated and unpaid Distributions thereon
          to the date of payment (such amount being the "Liquidation
          Distribution"). If, upon any such winding up, the Liquidation
          Distribution can be paid only in part because the Trust has
          insufficient assets available to pay in full the aggregate Liquidation
          Distribution, then, subject to the next succeeding sentence, the
          amounts payable by the Trust on the Trust Securities shall be paid on
          a pro rata basis (based upon Liquidation Amounts). The Holder of
          Common Trust Securities will be entitled to receive Liquidation
          Distributions upon any such winding-up or termination pro rata
          (determined as aforesaid) with Holders of Preferred Trust Securities,
          except that, if a Debenture Event of Default has occurred and is
          continuing or if a Debenture Event of Default has not occurred solely


                                       44
<PAGE>

          by reason of a requirement that time lapse or notice be given, the
          Preferred Trust Securities shall have a priority over the Common Trust
          Securities.

                                   ARTICLE X.

                            MISCELLANEOUS PROVISIONS

               SECTION 10.01. GUARANTEE BY THE DEPOSITOR AND ASSUMPTION OF
OBLIGATIONS. Subject to the terms and conditions hereof, the Depositor
irrevocably and unconditionally guarantees to each Person to whom the Trust is
now or hereafter becomes indebted or liable (the "Beneficiaries"), and agrees to
assume liability for, the full payment, when and as due, of any and all
Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any indebtedness, expenses or liabilities of the Trust,
other than obligations of the Trust to pay to Holders the amounts due such
Holders pursuant to the terms of the Preferred Trust Securities. This guarantee
and assumption is intended to be for the benefit, of, and to be enforceable by,
all such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.

               SECTION 10.02. LIMITATION OF RIGHTS OF SECURITYHOLDERS. The
death, incapacity, bankruptcy, dissolution or termination of any Person having
an interest, beneficial or otherwise, in a Trust Security shall not operate to
terminate this Trust Agreement, nor dissolve, terminate or annul the Trust, nor
entitle the legal representatives or heirs of such Person or any Securityholder
for such Person, to claim an accounting, take any action or bring any proceeding
in any court for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

               SECTION 10.03. AMENDMENT.

               (a) This Trust Agreement may be amended from time to time by the
          Trust (on approval of a majority of the Administrative Trustees and
          the Depositor, without the consent of any Securityholders or the other
          Trustees), (i) to cure any ambiguity, correct or supplement any
          provision herein or therein which may be inconsistent with any other
          provision herein or therein, or to make any other provisions with
          respect to matters or questions arising under this Trust Agreement,
          (ii) to change the name of the Trust or (iii) to modify, eliminate or
          add to any provisions of this Trust Agreement to such extent as shall
          be necessary to ensure that the Trust will not be classified for
          United States federal income tax purposes other than as a "grantor
          trust" and not as an association taxable as a corporation at any time
          that any Trust Securities are outstanding or to ensure the Trust's
          exemption from the status of an "investment company" under the
          Investment Company Act; provided, however, that such action shall not
          adversely affect in any material respect the interests of any
          Securityholder and, in the case of clause (i), any such amendments of
          this Trust Agreement shall become effective when notice thereof is
          given to the Securityholders.

               (b) Except as provided in Sections 6.01(c) and 10.03(c), any
          provision of this Trust Agreement may be amended by the Administrative
          Trustees and the Depositor with (i) the consent of Holders of Trust


                                       45
<PAGE>

          Securities representing not less than a majority (based upon
          Liquidation Amounts) of the outstanding Trust Securities and (ii)
          receipt by the Trustees of an Opinion of Counsel to the effect that
          such amendment or the exercise of any power granted to the Trustees in
          accordance with such amendment will not affect the Trust's status as a
          grantor trust for federal income tax purposes or the 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
          Securityholder, this Trust Agreement may not be amended to (i)
          adversely change the amount or timing of any Distribution on the Trust
          Securities or otherwise adversely affect the amount of any
          Distribution required to be made in respect of the Trust Securities as
          of a specified date or (ii) restrict the right of a Securityholder to
          institute suit for the enforcement of any such payment on or after
          such date.

               (d) Notwithstanding any other provisions of this Trust Agreement,
          no amendment to this Trust Agreement may be made if, as a result of
          such amendment, the Trust would not be classified as a "grantor trust"
          but an association taxable as a corporation for United States federal
          income tax purposes or would to fail or cease to qualify for the
          exemption from status of an "investment company" under the Investment
          Company Act afforded by Rule 3a-5 thereunder.

               (e) Notwithstanding anything in this Trust Agreement to the
          contrary, without the consent of the Depositor and the Trustees, this
          Trust Agreement may not be amended in a manner which imposes any
          additional obligation on the Depositor or any Trustee or, in the case
          of the Trustees, which affects any of their respective rights, duties
          or immunities hereunder.

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

               (g) The Property Trustee and the Delaware Trustee may join in the
          execution of any amendment to the Trust Agreement and are entitled to
          rely upon an Opinion of Counsel as conclusive evidence that any
          amendment to this Trust Agreement entered into pursuant to this
          Section 10.03 is authorized or permitted by, and conforms to, the
          terms of this Section 10.03, has been duly authorized by and lawfully
          executed and delivered on behalf of the other requisite parties, and
          that it is proper for the Property Trustee under the provisions of
          this Section 10.03 to accept the additional trusts created thereby
          and, if so requested, for the Property Trustee or the Delaware Trustee
          to join in the execution thereof.

               SECTION 10.04. 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.


                                       46
<PAGE>

               SECTION 10.05. GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).

               SECTION 10.06. SUCCESSORS. This Trust Agreement shall be binding
upon and shall inure to the benefit of any successor to the Trust or the
Relevant Trustees or any of them, including any successor by operation of law.

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

               SECTION 10.08. NOTICE AND DEMAND. Any notice, demand or other
communication which by any provision of this Trust Agreement is required or
permitted to be given or served to or upon any Securityholder or the Depositor
may be given or served in writing by deposit thereof, postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each case,
addressed, (i) in the case of a Preferred Trust Securityholder, to such
Preferred Trust Securityholder as such Securityholder's name and address may
appear on the Securities Register and (ii) in the case of the Depositor, to
Texas Utilities Company doing business as TXU Corp, Energy Plaza, 1601 Bryan
Street, Dallas, Texas 75201, Attention: Treasurer, facsimile no. 214-812-2488,
with a copy to the Secretary, facsimile no. 214-812-2488. Such notice, demand or
other communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

               Any notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon the Trust, the Property Trustee, the Delaware Trustee or the Administrative
Trustees shall be given in writing addressed (until another address is published
by the Trust) as follows: (i) with respect to the Property Trustee or the
Delaware Trustee, The Bank of New York, 101 Barclay Street, Floor 21 West, New
York, New York 10286, Attention: Corporate Trust Department, with a copy to: The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711, Attention: Corporate Trust Department, and (ii) with respect to the Trust
or the Administrative Trustees, at the address above for notice to the
Depositor, marked "Attention: Administrative Trustees for TXU Capital II". Such
notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been sufficiently given or made only upon actual
receipt of the writing by the Trust or the Property Trustee.

               SECTION 10.09. AGREEMENT NOT TO PETITION. Each of the Trustees
and the Depositor agrees for the benefit of the Securityholders that, until at
least one year and one day after the Trust has been terminated in accordance
with Article IX, it shall not file, or join in the filing of, a petition against
the Trust under any bankruptcy, reorganization, arrangement, insolvency,
liquidation or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.09, the


                                       47
<PAGE>

Property Trustee agrees, for the benefit of Securityholders, that it shall file
an answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to
take such action and should be estopped and precluded therefrom and such other
defenses, if any, as counsel for the Property Trustee or the Trust may assert.
The provisions of this Section 10.09 shall survive the termination of this Trust
Agreement.

               SECTION 10.10. CONFLICT WITH TRUST INDENTURE ACT. (a) This Trust
Agreement is subject to the provisions of the Trust Indenture Act that are
required or deemed to be part of this Trust Agreement and shall, to the extent
applicable, be governed by such provisions.

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

               (c) If any provision hereof limits, qualifies or conflicts with
          another provision hereof which is required or deemed to be included in
          this Trust Agreement by any of the provisions of the Trust Indenture
          Act, such required or deemed provision shall control.

               (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 interests in the Trust.

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


                                       48
<PAGE>

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

                                        TEXAS UTILITIES COMPANY
                                        doing business as
                                        TXU CORP


                                        By: /s/ Kirk R. Oliver
                                           -------------------------------------
                                        Title:


                                        THE BANK OF NEW YORK,
                                        as Property Trustee


                                        By: /s/ Walter N. Gitlin
                                           -------------------------------------
                                        Title: Vice President


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


                                        By: /s/ Walter N. Gitlin
                                           -------------------------------------
                                        Title: Authorized Signatory


                                        /s/ Laura Anderson
                                        ----------------------------------------
                                        Laura Anderson
                                        solely in her capacity as
                                        Administrative Trustee


                                        /s/ Kirk R. Oliver
                                        ----------------------------------------
                                        Kirk R. Oliver
                                        solely in his capacity as
                                        Administrative Trustee
<PAGE>

                                        /s/ Alfred D. Carroll Jr.
                                        ----------------------------------------
                                        Alfred D. Carroll Jr.
                                        solely in his capacity as
                                        Administrative Trustee


                                        /s/ Philip S. Toler
                                        ----------------------------------------

                                        solely in his capacity as
                                        Administrative Trustee
<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF


                                 TXU CAPITAL II

               THIS CERTIFICATE OF TRUST of TXU Capital II (the "Trust"), dated
as of May 21, 1999, is being duly executed and filed by the undersigned, as
trustees, to form a business trust under the Delaware Business Trust Act (12
Del. C. ss. 3801, et seq.).

               1. Name. The name of the business trust being created hereby is
TXU Capital II.

               2. Delaware Trustee. The name and business address of the trustee
of the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, New Castle
County, Delaware 19711.

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


                                       A-1
<PAGE>

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

THE BANK OF NEW YORK,                             LAURA ANDERSON,
not in its individual capacity                    not in her individual capacity
but solely as Trustee                             but solely as Trustee

By:/s/ Walter N. Gitlin                            By:/s/ Laura Anderson
   -----------------------------                     -----------------------
Name: Walter N. Gitlin
Title: Vice President

THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity
but solely as Trustee

By:/s/ Walter N. Gitlin
   -----------------------------
Name: Walter N. Gitlin
Title: Authorized Signatory


                                      A-2
<PAGE>

                                                                       EXHIBIT B

                 THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS

                         PROVIDED IN THE TRUST AGREEMENT

Certificate Number                             Number of Common Trust Securities

     C-[ ]


                 Certificate Evidencing Common Trust Securities

                                       of

                                 TXU Capital II

                             Common Trust Securities

               (liquidation amount $25 per Common Trust Security)

               TXU Capital II, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Texas Utilities
Company doing business as TXU Corp (the "Holder") is the registered owner of
_____ (_____) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the Common Trust Securities
(liquidation amount $25 per Common Trust Security) (the "Common Trust
Securities"). Except as permitted by Section 5.10 of the Trust Agreement (as
defined below), the Common Trust Securities are not transferable and any
attempted transfer hereof shall be void. The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Common Trust
Securities are set forth in, and this certificate and the Common Trust
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust dated as of December 13, 1999, as the same may be amended from time to
time (the "Trust Agreement"), including the designation of the terms of the
Common Trust Securities as set forth therein. The Trust will furnish a copy of
the Trust Agreement to the Holder without charge upon written request to the
Trust at its principal place of business or registered office.

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


                                      B-1
<PAGE>

               IN WITNESS WHEREOF, an Administrative Trustee of the Trust has
executed this certificate for and on behalf of the Trust this ___ day of
________, ____.


                                        TXU Capital II


                                        By:
                                           -------------------------------------
                                        not in his (her) individual capacity,
                                        but solely as Administrative Trustee


                                      B-2
<PAGE>

                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

               AGREEMENT dated as of December 13, 1999 between Texas Utilities
Company doing business as TXU Corp, a Texas corporation ("TXU"), and TXU Capital
II, a Delaware business trust (the "Trust").

               WHEREAS, the Trust intends to issue its Common Trust Securities
(the "Common Trust Securities") to and receive Debentures from TXU and to issue
its 8.70% Trust Originated Preferred Securities (the "Preferred Trust
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of December 13, 1999 as the same may be amended from time to time (the "Trust
Agreement");

               WHEREAS, TXU is the issuer of the Debentures;

               NOW, THEREFORE, in consideration of the acceptance of the
Preferred Trust Securities by each holder thereof, which acceptance TXU hereby
agrees shall benefit TXU and which acceptance TXU acknowledges will be made in
reliance upon the execution and delivery of this Agreement, TXU, including in
its capacity as holder of the Common Trust Securities, and the Trust hereby
agree as follows:

                                    ARTICLE I

               Section 1.01. Assumption by TUC. Subject to the terms and
                             -----------------
conditions hereof, TXU hereby irrevocably and unconditionally assumes the full
payment, when and as due, of any and all Obligations (as hereinafter defined) to
each person or entity to whom the Trust is now or hereafter becomes indebted or
liable (the "Beneficiaries"). As used herein, "Obligations" means any
indebtedness, expenses or liabilities of the Trust, other than obligations of
the Trust to pay to holders of any Preferred Trust Securities the amounts due
such holders pursuant to the terms of the Preferred Trust Securities. This
Agreement is intended to be for the benefit of, and to be enforceable by, all
such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.

               Section 1.02. Term of Agreement. This Agreement shall terminate
                             -----------------
and be of no further force and effect upon the date on which there are no
Beneficiaries remaining; provided, however, that this Agreement shall continue
to be effective or shall be reinstated, as the case may be, if at any time any
holder of Preferred Trust Securities or any Beneficiary must restore payment of
any sums paid under the Preferred Trust Securities, under any Obligation, under
the Guarantee Agreement dated the date hereof by and between TXU and The Bank of
New York, as guarantee trustee, or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

               Section 1.03. Waiver of Notice. TXU hereby waives notice of
                             ----------------
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and TXU hereby waives presentment, demand for payment, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.


                                       C-1
<PAGE>

               Section 1.04. No Impairment. The obligations, covenants,
                             -------------
agreements and duties of TXU under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

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

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

Neither the Trust nor any Beneficiary shall have any obligation to give notice
to, or obtain the consent of, TXU with respect to the happening of any of the
foregoing.

               Section 1.05. Enforcement. A Beneficiary may enforce this
                             -----------
Agreement directly against TXU and TXU waives any right or remedy to require
that any action be brought against the Trust or any other person or entity
before proceeding against TUC.

                                   ARTICLE II

               Section 2.01. Binding Effect. All of the obligations, covenants
                             --------------
and agreements contained in this Agreement shall bind the successors, assigns,
receivers, trustees and representatives of TXU and shall inure to the benefit of
the Beneficiaries and their successors and assigns.

               Section 2.02. Amendment. So long as there remains any Beneficiary
                             ---------
or any Preferred Trust Securities of any series shall be outstanding, this
Agreement shall not be modified or amended in any manner adverse to such
Beneficiary or to the holders of the Preferred Trust Securities.

               Section 2.03. 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), to wit:

                              TXU Capital II
                              c/o Laura Anderson, Administrative Trustee
                              1601 Bryan Street
                              Dallas, Texas  75201
                              Facsimile No.:  214-812-2488


                                       C-2
<PAGE>

                              TEXAS UTILITIES COMPANY doing business as TXU Corp
                              1601 Bryan Street
                              Dallas, Texas  75201
                              Facsimile No.:  214-812-2488
                              Attention:  Treasurer

               Section 2.04. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).


                                      C-3
<PAGE>

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

                                        TEXAS UTILITIES COMPANY doing business
                                        as TXU CORP


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


                                        TXU CAPITAL II


                                        By:
                                           -------------------------------------
                                           not in his (her) individual capacity,
                                           but solely as Administrative Trustee


                                      C-4
<PAGE>

                            [Clearing Agency Legend]

                                                                       EXHIBIT D

Certificate Number                          Number of Preferred Trust Securities

       P-                                                 CUSIP No.

                Certificate Evidencing Preferred Trust Securities

                                       of

                                 TXU Capital II

                   8.70% Trust Originated Preferred Securities

              (liquidation amount $25 per Preferred Trust Security)

               TXU Capital II, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that ____________ (the
"Holder") is the registered owner of _____ (_____) Preferred Trust Securities of
the Trust representing an undivided beneficial interest in the assets of the
Trust and designated the TXU Capital II 8.70% Trust Originated Preferred
Securities (liquidation amount $25 per Preferred Trust Security) (the "Preferred
Trust Securities"). The Preferred Trust Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.04 or 5.12 of the Trust Agreement (as defined below). The
designations, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Trust Securities are set forth in, and this
certificate and the Preferred Trust Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of December __, 1999, as the same
may be amended from time to time (the "Trust Agreement"). The holder of this
certificate is entitled to the benefits of the Guarantee Agreement of Texas
Utilities Company doing business as TXU Corp, a Texas corporation, and The Bank
of New York, as guarantee trustee, dated as of December 13, 1999 (the
"Guarantee") to the extent provided therein. The Trust will furnish a copy of
the Trust Agreement and the Guarantee to the holder of this certificate without
charge upon written request to the Trust at its principal place of business or
registered office.

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


                                       D-1
<PAGE>

               IN WITNESS WHEREOF, one of the Administrative Trustees of the
Trust has executed this certificate for and on behalf of the Trust.

Dated:

                                        TXU CAPITAL II


                                        ----------------------------------------
                                        not in his (her) individual capacity,
                                        but solely as Administrative Trustee

                                             Countersigned and Registered:

                                        TXU BUSINESS SERVICES COMPANY

                                        Transfer Agent and Registrar


                                        By:
                                           -------------------------------------
                                                  (Authorized Signature)


                                      D-2
<PAGE>

                                   ASSIGNMENT

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

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

(Insert address and zip code of assignee)

of the Preferred Trust Securities represented by this Certificate and

irrevocably appoints attorney to transfer such Preferred Trust Securities

Certificate on the books of the

Trust.  The attorney may substitute another to act for him or her.

Date:
     ------------------

Signature:
          ------------------------

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

Signature:
          ------------------------

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