Exhibit 4(f)(i)(A)


                             SWEPCO CAPITAL TRUST I

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                      AMONG


               SOUTHWESTERN ELECTRIC POWER COMPANY, AS DEPOSITOR,

                   THE BANK OF NEW YORK, AS PROPERTY TRUSTEE,

              THE BANK OF NEW YORK (DELAWARE), AS DELAWARE TRUSTEE,


                                       AND


                      WENDY G. HARGUS AND JEFFREY D. CROSS,

                           AS ADMINISTRATIVE TRUSTEES



                          DATED AS OF SEPTEMBER 1, 2003


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
                                                                                                               PAGE
                                                                                                               ----
<S>                                 <C>                       <C>                                                <C>
ARTICLE I DEFINED TERMS ..........................................................................................2
                                    SECTION 1.01.             Definitions.........................................2

ARTICLE II ESTABLISHMENT OF THE TRUST ...........................................................................11
                                    SECTION 2.01.             Name ..............................................11
                                    SECTION 2.02.             Offices of the Trustees; Principal Place
                                                                  of Business....................................11
                                    SECTION 2.03.             Initial Contribution of Trust Property;
                                                                  Organizational Expenses........................12
                                    SECTION 2.04.             Issuance of the Preferred Securities...............12
                                    SECTION 2.05.             Subscription and Purchase of Junior
                                                                  Subordinated Debentures; Issuance of
                                                                  the Common Securities..........................12
                                    SECTION 2.06.             Declaration of Trust...............................13
                                    SECTION 2.07.             Authorization to Enter into Certain
                                                                  Transactions...................................13
                                    SECTION 2.08.             Assets of Trust....................................18
                                    SECTION 2.09.             Title to Trust Property............................18
                                    SECTION 2.10.             Mergers and Consolidations of the Trust............18

ARTICLE III PAYMENT ACCOUNT .....................................................................................19
                                    SECTION 3.01.             Payment Account....................................19

ARTICLE IV DISTRIBUTIONS; REDEMPTION ............................................................................20
                                    SECTION 4.01.             Distributions......................................20
                                    SECTION 4.02.             Distribution Rate..................................21
                                    SECTION 4.03.             Distribution Periods...............................25
                                    SECTION 4.04.             Redemption.........................................25
                                    SECTION 4.05.             Subordination of Common Securities and
                                                                  Distributions..................................27
                                    SECTION 4.06.             Payment Procedures.................................27
                                    SECTION 4.07.             Tax Returns and Reports............................28

ARTICLE V TRUST SECURITIES CERTIFICATES .........................................................................28
                                    SECTION 5.01.             Initial Ownership..................................28
                                    SECTION 5.02.             The Trust Securities Certificates..................28
                                    SECTION 5.03.             Authentication of Trust Securities
                                                                  Certificates...................................28
</TABLE>



<PAGE>

<TABLE>
<S>                                 <C>                       <C>                                                <C>
                                    SECTION 5.04.             Registration of Transfer and Exchange of
                                                                  Preferred Securities Certificates..............29
                                    SECTION 5.05.             Mutilated, Destroyed, Lost or Stolen Trust
                                                                  Securities Certificates........................29
                                    SECTION 5.06.             Persons Deemed Securityholders.....................30
                                    SECTION 5.07.             Access to List of Securityholders' Names
                                                                  and Addresses..................................30
                                    SECTION 5.08.             Maintenance of Office or Agency....................31
                                    SECTION 5.09.             Appointment of Paying Agent........................31
                                    SECTION 5.10.             Ownership of Common Securities by Depositor........31
                                    SECTION 5.11.             Book-Entry Preferred Securities
                                                                  Certificates; Common Securities
                                                                  Certificate....................................32
                                    SECTION 5.12.             Notices to Clearing Agency.........................33
                                    SECTION 5.13.             Definitive Preferred Securities
                                                                  Certificates...................................33
                                    SECTION 5.14.             Rights of Securityholders..........................33

ARTICLE VI ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.............................................................34
                                    SECTION 6.01.             Limitations on Voting Rights.......................34
                                    SECTION 6.02.             Notice of Meetings.................................37
                                    SECTION 6.03.             Meetings of Preferred Securityholders..............37
                                    SECTION 6.04.             Voting Rights......................................38
                                    SECTION 6.05.             Proxies, etc.......................................38
                                    SECTION 6.06.             Securityholder Action by Written Consent...........38
                                    SECTION 6.07.             Record Date for Voting and Other Purposes..........38
                                    SECTION 6.08.             Acts of Securityholders............................39
                                    SECTION 6.09.             Inspection of Records..............................40

ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE TRUSTEES.......................................................40
                                    SECTION 7.01.             Representations and Warranties of the
                                                                  Trustees.......................................40

ARTICLE VIII THE TRUSTEES .......................................................................................41
                                    SECTION 8.01.             Certain Duties and Responsibilities................41
                                    SECTION 8.02.             Notice of Defaults.................................41
                                    SECTION 8.03.             Certain Rights of Property Trustee.................42
                                    SECTION 8.04.             Not Responsible for Recitals or Issuance
                                                                  of Securities..................................43
                                    SECTION 8.05.             May Hold Securities................................43
                                    SECTION 8.06.             Compensation; Fees; Indemnity......................44
                                    SECTION 8.07.             Trustees Required; Eligibility.....................44
</TABLE>



<PAGE>

<TABLE>
<S>                                 <C>                       <C>                                               <C>
                                    SECTION 8.08.             Conflicting Interests..............................45
                                    SECTION 8.09.             Co-Trustees and Separate Trustee...................45
                                    SECTION 8.10.             Resignation and Removal; Appointment of
                                                                  Successor......................................46
                                    SECTION 8.11.             Acceptance of Appointment by Successor.............47
                                    SECTION 8.12.             Merger, Conversion, Consolidation or
                                                                  Succession to Business.........................48
                                    SECTION 8.13.             Preferential Collection of Claims Against
                                                                  Depositor or Trust.............................48
                                    SECTION 8.14.             Reports by Property Trustee........................48
                                    SECTION 8.15.             Reports to the Property Trustee....................49
                                    SECTION 8.16.             Evidence of Compliance with Conditions
                                                                  Precedent......................................49
                                    SECTION 8.17.             Number of Trustees.................................49
                                    SECTION 8.18.             Delegation of Power................................50
                                    SECTION 8.19.             Enforcement of Rights of Property Trustee
                                                                  by Securityholders.............................50
                                    SECTION 8.20.             Delaware Trustee...................................51

ARTICLE IX TERMINATION AND LIQUIDATION ..........................................................................51
                                    SECTION 9.01.             Termination Upon Expiration Date...................51
                                    SECTION 9.02.             Early Termination..................................51
                                    SECTION 9.03.             Termination........................................52
                                    SECTION 9.04.             Liquidation........................................52
                                    SECTION 9.05.             Bankruptcy.........................................53
                                    SECTION 9.06.             Certificate of Cancellation........................53

ARTICLE X REMARKETING PROCEDURES ................................................................................54
                                    SECTION 10.01.            Election to Remarket...............................54
                                    SECTION 10.02.            Notice of Election.................................54
                                    SECTION 10.03.            Determination of Distribution Rate.................55

ARTICLE XI MISCELLANEOUS PROVISIONS .............................................................................56
                                    SECTION 11.01.            Guarantee by the Depositor.........................56
                                    SECTION 11.02.            Limitation of Rights of Securityholders............57
                                    SECTION 11.03.            Amendment..........................................57
                                    SECTION 11.04.            Separability.......................................58
                                    SECTION 11.05.            Governing Law......................................58
                                    SECTION 11.06.            Successors.........................................58
                                    SECTION 11.07.            Headings...........................................58
                                    SECTION 11.08.            Notice and Demand..................................58
                                    SECTION 11.09.            Agreement Not to Petition..........................59
                                    SECTION 11.10.            Conflict with Trust Indenture Act..................60
</TABLE>




<PAGE>




                             SWEPCO CAPITAL TRUST I

              Certain Sections of this Trust Agreement relating to

                         Sections 310 through 318 of the

                          Trust Indenture Act of 1939:

TRUST INDENTURE ACT SECTION                              TRUST AGREEMENT 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) ..........................................................8.15
       (b) ....................................................Not Applicable
       (c)(1) .....................................................8.15, 8.16
       (c)(2) ...........................................................8.16
       (c)(3) ...........................................................8.16
       (d) ....................................................Not Applicable
       (e) ..............................................................8.16
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) ........................................................8.19
       (a)(1)(B) ........................................................8.19
       (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) .........................................................11.10



--------------
Note: This Cross Reference Table does not constitute part of the Trust Agreement
and shall not affect the
interpretation of any of its terms and provisions.


<PAGE>


                      AMENDED AND RESTATED TRUST AGREEMENT

         THIS  AMENDED AND RESTATED  TRUST  AGREEMENT is made as of September 1,
2003,  by  and  among  (i)  Southwestern  Electric  Power  Company,  a  Delaware
corporation  (the  "Depositor" or the  "Company");  (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 corporate capacity and not
in its capacity as Trustee, the "Bank");  (iii) The Bank of New York (Delaware),
a banking corporation duly organized and existing under the laws of the State of
Delaware,  as Delaware  trustee  (the  "Delaware  Trustee"  and, in its separate
corporate  capacity and not in its capacity as Delaware  Trustee,  the "Delaware
Bank");  (iv)  Wendy  G.  Hargus,  an  individual,  and  Jeffrey  D.  Cross,  an
individual,  as administrative  trustees (each an  "Administrative  Trustee" and
together the  "Administrative  Trustees")  (the Property  Trustee,  the Delaware
Trustee  and  the  Administrative  Trustees  referred  to  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 Bank, the Delaware Bank, Jeffrey D. Cross
and  Geoffrey S.  Chatas,  an  individual,  have  heretofore  duly  declared and
established a statutory  trust pursuant to the Delaware  Statutory  Trust Act by
entering  into that certain  Trust  Agreement,  dated as of August 15, 2003 (the
"Original  Trust  Agreement"),  and by the  execution and filing by the Trustees
with the  Secretary  of State of the State of  Delaware  of the  Certificate  of
Trust, dated August 15, 2003;

         WHEREAS, Geoffrey S. Chatas resigned as an Administrative Trustee under
the Original  Trust  Agreement by giving written notice thereof to the Depositor
pursuant  to  Section  8 of the  Original  Trust  Agreement,  and the  Depositor
accepted such resignation,  and pursuant to this Trust Agreement,  the Depositor
appoints  Wendy G. Hargus as an  Administrative  Trustee,  who by her  execution
hereof accepts such appointment; and

         WHEREAS,  the parties  hereto  desire to amend and restate the Original
Trust  Agreement in its entirety as set forth herein to provide for, among other
things, (i) the acquisition by the Trust from the Depositor of all of the right,
title and interest in the Junior Subordinated  Debentures;  (ii) the issuance of
the Common Securities by the Trust to the Depositor; (iii) the issuance and sale
of the Preferred Securities by the Trust pursuant to the Underwriting  Agreement
and (iv) the  appointment  of Wendy G.  Hargus as an  Administrative  Trustee as
described above.

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


<PAGE>


                                   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:

         (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)  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.

         "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  formed  and  continued
hereunder and not in their individual capacities, or such trustee's successor(s)
in  interest  in  such  capacity,  or  any  successor  "Administrative  Trustee"
appointed as herein provided.

         "Affiliate" of any specified  Person means any other Person directly or
indirectly  controlling  or  controlled  by or under  direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"control"  when used with  respect to any  specified  Person  means the power to
direct the  management  and  policies of such  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 affairs, and the


                                       2
<PAGE>

            continuance  of 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 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, or the taking of action by such Person in furtherance of
            any such action.

         "Bankruptcy Laws" has the meaning specified in Section 11.09.

         "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 Trustees.

         "Book-Entry  Preferred  Securities   Certificates"  means  certificates
representing Preferred Securities issued in global, fully registered form to the
Clearing Agency as described in Section 5.11.

         "Business Day" means a day other than (i) a Saturday or a Sunday;  (ii)
a day on which banks in New York, New York are authorized or obligated by law or
executive  order  to  remain  closed;  or  (iii) a day on  which  the  Indenture
Trustee's corporate trust office is closed for business.

         "Calculation  Agent" means The Bank of New York,  acting as calculation
agent, or its successor appointed by the Company and the Trust.

         "Calculation  Agent  Agreement"  means the agreement among the Company,
the Trust and The Bank of New York, as calculation agent, dated as of October 1,
2003.

         "Calendar Period" means a period of 180 days.

         "Certificate Depository Agreement" means the agreement among the Trust,
the Property Trustee and The Depository  Trust Company,  as the initial Clearing
Agency,   dated  September  29,  2003,  relating  to  the  Preferred  Securities
Certificates.

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


                                       3
<PAGE>


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

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

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

         "Company" means Southwestern Electric Power Company.

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

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

         "Delaware  Statutory  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  commercial  bank or trust company or any
other Person identified as the "Delaware  Trustee" and has the meaning specified
in the  preamble  to this Trust  Agreement  solely in its  capacity  as Delaware
Trustee of the Trust formed and continued  hereunder  and not in its  individual
capacity,  or its  successor  in interest  in such  capacity,  or any  successor
Delaware Trustee appointed as herein provided.

         "Depositor" means Southwestern  Electric Power Company, in its capacity
as "Depositor" under this Trust Agreement.

         "Designated  CMT Maturity  Index" means the original period to maturity
of the U.S.  Treasury  securities  (10 years) with  respect to which the 10-year
Treasury CMT will be calculated.

         "Distribution  Payment Date" means each day on which  Distributions are
payable determined based on the prevailing Distribution Rate.



                                       4
<PAGE>


         "Distribution  Period"  means  each  semiannual  period in a Fixed Rate
Period  and  each  quarterly   period  in  a  Floating  Rate  Period  for  which
Distributions are payable.

         "Distribution  Rate" means the rate at which  Distributions will accrue
in respect of any Distribution  Period,  as determined  pursuant to the terms of
this Trust Agreement, whether by Remarketing or otherwise.

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

         "Election  Date" means a date that is no later than the fifth  Business
Day prior to the proposed Remarketing Date.

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

                 (a) the occurrence of an Indenture Event of Default;

                 (b)  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;

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

                 (d)  default in the  performance,  or breach,  in any  material
respect,  of any covenant or warranty of the  Property  Trustee and the Delaware
Trustee in this Trust Agreement  (other than a covenant or warranty a default in
the  performance  of which or the breach of which is dealt with in clause (b) or
(c) above) and  continuation  of such  default or breach for a period of 60 days
after there has been given,  by registered or certified mail, to the appropriate
trustees  and  the  Depositor  by the  Holders  of at  least  33%  in  aggregate
Liquidation  Amount of the Outstanding  Preferred  Securities,  a written notice
specifying  such  default or breach and  requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder;

                 (e) the occurrence of any Bankruptcy  Event with respect to the
Property  Trustee or all or  substantially  all of its  property  if a successor
Property Trustee has not been appointed  within a period of 90 days thereof;  or

                 (f) the occurrence of any 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 Company and the Trust, substantially in the form attached as Exhibit
B, as amended from time to time.

         "Extension Period" has the meaning specified in Section 4.01(d).


                                       5
<PAGE>


         "Federal  Reserve  Board"  means the Board of  Governors of the Federal
Reserve System.

         "Fixed Rate" means the Distribution  Rate during a Fixed Rate Period as
determined by a Remarketing.

         "Fixed Rate Period" means the Initial Fixed Rate Period and each period
set by the Company and the  Administrative  Trustees  during a  Remarketing  for
which the Fixed  Rate  determined  in such  Remarketing  will  apply;  provided,
however, that a Fixed Rate Period must be for a duration of at least six months,
may not extend beyond the stated maturity of the Junior Subordinated  Debentures
and may not end on a day other than a day  immediately  preceding a Distribution
Payment Date.

         "Floating  Rate" means the  Distribution  Rate  during a Floating  Rate
Period calculated pursuant to Section 4.02(e).

         "Floating Rate Determination Date" means the second London Business Day
immediately  preceding the first day of the relevant  Distribution Period in the
Floating Rate Period.

         "Floating Rate Period" means any period during which a Floating Rate is
in effect.

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Company and The Bank of New York, as Guarantee Trustee,  contemporaneously  with
the  execution  and  delivery  of this Trust  Agreement,  for the benefit of the
Holders of the Trust Securities, as amended from time to time.

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

         "Indenture  Redemption Date" means "Redemption Date," as defined in the
Subordinated Indenture.

         "Indenture Trustee" means the trustee under the Subordinated Indenture.

         "Initial Distribution Rate" means 5.25% per annum.

         "Initial Fixed Rate Period" means the Issue Date through  September 30,
2008.

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

         "Issue Date" means the date of the delivery of the Trust Securities.

         "Junior  Subordinated  Debentures"  means  the  $113,403,000  aggregate
principal amount of the Depositor's Series B Junior Subordinated  Debentures due
October 1, 2043, issued pursuant to the Subordinated Indenture.


                                       6
<PAGE>


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

         "Like Amount" means (i) Trust  Securities  having a Liquidation  Amount
equal  to  the  principal  amount  of  Junior  Subordinated   Debentures  to  be
contemporaneously  redeemed  or  repaid  in  accordance  with  the  Subordinated
Indenture and the proceeds of which will be used to pay the Redemption  Price of
such Trust Securities and (ii) Junior Subordinated Debentures having a principal
amount equal to the Liquidation  Amount of the Trust Securities of the Holder to
whom such Junior Subordinated Debentures are distributed.

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

         "Liquidation  Date"  means  the  date  on  which  Junior   Subordinated
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 9.05.

         "London  Business  Day" means a day that is a Business Day and a day on
which dealings in deposits in U.S.  dollars are  transacted,  or with respect to
any future date are expected to be transacted, in the London interbank market.

         "Maturity  Date of the Junior  Subordinated  Debentures"  means "Stated
Maturity" as defined in the Subordinated Indenture.

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

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

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

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


                                       7
<PAGE>

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

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

         "Opinion of  Counsel"  means a written  opinion of counsel,  who may be
counsel for the Trust, the Trustees or the Depositor, but not an employee of the
Trust or the Trustees,  and who shall be  reasonably  acceptable to the Property
Trustee.  Any Opinion of Counsel  pertaining  to federal  income tax matters may
rely on published rulings of the Internal Revenue Service.

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

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

                 (i)   Preferred   Securities   theretofore   canceled   by  the
            Administrative  Trustees or delivered to the Administrative Trustees
            for cancellation;

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

                 (iii) Preferred  Securities in exchange for or in lieu of which
            other  Preferred  Securities have been  authenticated  and delivered
            pursuant to this Trust Agreement;

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

         "Owner" means each Person who is the  beneficial  owner of a Book-Entry
Preferred  Securities  Certificate  as  reflected in the records of the Clearing
Agency or, if a Clearing Agency



                                       8
<PAGE>

Participant  is not the  Owner,  then as  reflected  in the  records of a Person
maintaining an account with such Clearing  Agency  (directly or  indirectly,  in
accordance with the rules of such Clearing Agency).

         "Paying  Agent"  means any paying agent or  co-paying  agent  appointed
pursuant to Section 5.09 and shall initially be the Property Trustee.

         "Payment  Account"  means a segregated  non-interest-bearing  corporate
trust  account  maintained  by the  Property  Trustee  for  the  benefit  of the
Securityholders in which all amounts paid in respect of the Junior  Subordinated
Debentures will be held and from which the Property  Trustee shall make payments
to the Securityholders in accordance with Section 4.01.

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

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

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

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

         "Record  Date"  means the  opening  of  business  on the  Business  Day
immediately preceding the relevant Distribution Payment Date.

         "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 Indenture Redemption Date and the Maturity Date of
the Junior Subordinated  Debentures 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,  plus
accrued and unpaid Distributions to such date.

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

         "Remarketing"  means  the  conduct  by  which a  Fixed  Rate  shall  be
determined in accordance with the Remarketing Procedures.


                                       9
<PAGE>


         "Remarketing  Agent" means Lehman  Brothers  Inc.,  its  successors  or
assigns,  or such other  remarketing  agent  appointed  to such  capacity by the
Company and the Administrative Trustees.

         "Remarketing  Agreement"  means the  agreement  among the Company,  the
Trust and Lehman  Brothers  Inc., as remarketing  agent,  dated as of October 1,
2003.

         "Remarketing  Date"  means  any  Business  Day no later  than the third
Business Day prior to any Remarketing Settlement Date.

         "Remarketing Procedures" means those procedures set forth in Article X.

         "Remarketing Settlement Date" means, to the extent applicable,  (i) the
first Business Day of the next  Distribution  Period following the expiration of
the Initial  Fixed Rate Period and any  subsequent  Fixed Rate Period;  (ii) any
Distribution   Payment  Date  during  a  Floating  Rate  Period;  or  (iii)  any
Distribution  Payment  Date  during a time in  which  Preferred  Securities  are
redeemable in a Fixed Rate Period subsequent to the Initial Fixed Rate Period.

         "Securities  Register"  and  "Securities  Registrar"  are  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;  and any such
Person who is a beneficial  owner  within the meaning of the Delaware  Statutory
Trust Act.

         "Subordinated Indenture" means the Subordinated Indenture,  dated as of
September 1, 2003, between the Depositor and the Indenture Trustee,  as the same
may be modified,  amended or  supplemented  in  accordance  with the  applicable
provisions thereof including by the Supplemental Indenture.

         "Supplemental Indenture" means the First Supplemental Indenture,  dated
as of October 1, 2003, between the Depositor and the Indenture Trustee.

         "Telerate  Page  3750"  means the  display  designated  on page 3750 on
MoneyLine  Telerate  (or such  other  page as may  replace  the 3750 page on the
service  or such other  service  as may be  nominated  by the  British  Bankers'
Association  for the purpose of displaying  London  interbank  offered rates for
U.S. dollar deposits).

         "Telerate  Page 7051" means the display on  MoneyLine  Telerate (or any
successor service),  on such page (or any other page as may replace such page on
that service),  for the purpose of displaying  Treasury  Constant  Maturities as
reported in H.15(519).

         "10-year Treasury CMT" has the meaning set forth in Section 4.02(e).

         "30-year Treasury CMT" has the meaning set forth in Section 4.02(e).

         "3-month LIBOR Rate" has the meaning set forth in Section 4.02(e).


                                       10
<PAGE>


         "Trust"  means  the  Delaware  statutory  trust  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  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.

         "Trustees"  means the Persons  identified as "Trustees" in the preamble
to this Trust  Agreement  solely in their  capacities  as  Trustees of the Trust
formed and continued hereunder and not in their individual capacities,  or their
successor in interest in such capacity,  or any successor  trustee  appointed as
herein provided.

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

         "Trust Property" means (i) the Junior Subordinated 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 or deemed to be held by the  Property  Trustee  pursuant to this
Trust Agreement.

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

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

         "Underwriting  Agreement"  means  the  Underwriting  Agreement,   dated
September 26, 2003, 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 "SWEPCo Capital Trust I",
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. The Administrative  Trustees may change the name of the Trust from time to
time following written notice to the Holders.

         SECTION 2.02. OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS

         The  address  of the  Property  Trustee  is The Bank of New  York,  101
Barclay  Street,  New York,  New York  10286,  or at such  other  address as the
Property Trustee may designate by


                                       11
<PAGE>


written notice to the Securityholders and the Depositor.  The principal place of
business of the Delaware Trustee is c/o The Bank of New York  (Delaware),  White
Clay Center,  Route 273,  Newark,  Delaware  19711,  or at such other address in
Delaware as the Delaware  Trustee may designate by notice to the Depositor.  The
address  of the  Administrative  Trustees  is c/o  Southwestern  Electric  Power
Company, 1 Riverside Plaza,  Columbus,  Ohio 43215,  Attention:  Treasurer.  The
principal  place of business  of the Trust is c/o  Southwestern  Electric  Power
Company, 1 Riverside Plaza,  Columbus,  Ohio 43215. The Depositor may change the
principal place of business of the Trust at any time by giving notice thereof to
the Trustees.

         SECTION 2.03.  INITIAL  CONTRIBUTION OF TRUST PROPERTY;  ORGANIZATIONAL
EXPENSES

         The  Administrative  Trustees  acknowledge  receipt  in trust  from the
Depositor in  connection  with the Original  Trust  Agreement of the sum of $10,
which constituted the initial Trust Property.  The Depositor,  as obligor of the
Junior Subordinated Debentures, shall pay all costs and expenses of the Trust as
they arise  (including,  but not limited to, costs and expenses  relating to the
organization of the Trust,  issuance and sale of the Preferred  Securities,  the
fees and  expenses  (including  reasonable  counsel  fees and  expenses)  of the
Trustees)  or shall,  upon  request  of the  Trustees,  promptly  reimburse  the
Trustees for any such expenses paid by the Trustees. The Depositor shall make no
claim upon the Trust Property for the payment of such expenses.

         SECTION 2.04. ISSUANCE OF THE PREFERRED SECURITIES

         Contemporaneously  with  the  execution  and  delivery  of  this  Trust
Agreement,  the Administrative  Trustees,  on behalf of the Trust, shall execute
and deliver to the underwriters  named in the Underwriting  Agreement  Preferred
Securities  Certificates,  registered  in the name of the nominee of the initial
Clearing Agency, in an aggregate amount of 110,000  Preferred  Securities having
an  aggregate  Liquidation  Amount  of  $110,000,000,  against  receipt  of  the
aggregate  purchase price of such Preferred  Securities of  $109,604,000,  which
amount the  Administrative  Trustees  shall  promptly  deliver  to the  Property
Trustee.

         SECTION  2.05.   SUBSCRIPTION  AND  PURCHASE  OF  JUNIOR   SUBORDINATED
DEBENTURES; ISSUANCE OF THE COMMON SECURITIES

         Contemporaneously  with  the  execution  and  delivery  of  this  Trust
Agreement,  the Administrative  Trustees,  on behalf of the Trust, shall execute
and deliver to the Depositor Common Securities  Certificates,  registered in the
name of the Depositor,  in an aggregate amount of 3,403 Common Securities having
an aggregate  Liquidation  Amount of $3,403,000 against payment by the Depositor
of such  amount,  which  amount  shall be  promptly  delivered  to the  Property
Trustee.  Contemporaneously therewith, the Administrative Trustees, on behalf of
the  Trust,   shall  subscribe  to  and  purchase  from  the  Depositor   Junior
Subordinated  Debentures,  registered  in the name of the Property  Trustee,  on
behalf of the Trust and the Holders,  and having an aggregate  principal  amount
equal to  $113,403,000,  and, in  satisfaction  of the  purchase  price for such
Junior  Subordinated  Debentures,  the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $113,007,000.





                                       12
<PAGE>

         SECTION 2.06. DECLARATION OF TRUST

         The exclusive  purposes and functions of the Trust are (i) to issue and
sell the Trust  Securities  and use the  proceeds  from such sale to acquire the
Junior Subordinated  Debentures,  (ii) to maintain its status as a grantor trust
for federal income tax purposes; (iii) to make Distributions, and (iv) to engage
in those activities  necessary,  incidental,  appropriate or convenient thereto.
The Depositor  hereby  confirms each of the Bank,  the Delaware  Bank,  Wendy G.
Hargus and Jeffrey D. Cross 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  Trust  and  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.  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 for the sole and
limited purpose of fulfilling the  requirements of the Delaware  Statutory Trust
Act.

         SECTION 2.07. AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS

         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 (c) of this Section,  and in accordance with the following  paragraphs
(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
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 jointly,  shall have the exclusive power, duty and authority to act on
behalf of the Trust with respect to the following matters:

                 (i) to acquire  the  Junior  Subordinated  Debentures  with the
            proceeds of the sale of the Trust Securities; provided, however, the
            Administrative Trustees shall cause legal title to all of the Junior
            Subordinated Debentures to be vested in, and the Junior Subordinated
            Debentures to be held of record in the name of, the Property Trustee
            for the benefit of the Trust and Holders of the Trust Securities;

                 (ii) to give the  Depositor  and the  Property  Trustee  prompt
            written notice of the occurrence of any Special Event (as defined in
            the Supplemental  Indenture) and to take any ministerial  actions in
            connection  therewith;  provided,  that the Administrative  Trustees
            shall  consult with the Depositor  and the Property  Trustee  before
            taking or refraining to take any ministerial action in relation to a
            Special Event;

                 (iii) to establish a record date with respect to all actions to
            be  taken  hereunder  that  require  a record  date be  established,
            including for the purposes of ss. 316(c) of the Trust  Indenture Act
            and with respect to Distributions,  voting rights,



                                       13
<PAGE>

            redemptions, and exchanges, and to issue relevant notices to Holders
            of the Trust  Securities  as to such actions and  applicable  record
            dates;

                 (iv) to bring or defend, pay, collect,  compromise,  arbitrate,
            resort to legal action,  or otherwise adjust claims or demands of or
            against  the Trust  ("Legal  Action"),  unless  pursuant  to Section
            2.07(b)(v),  the Property  Trustee has the power to bring such Legal
            Action;

                 (v) to employ or otherwise engage employees and agents (who may
            be designated  as officers  with titles) and managers,  contractors,
            advisors,  and consultants and pay reasonable  compensation for such
            services;

                 (vi) to cause the Trust to comply with the Trust's  obligations
            under the Trust Indenture Act;

                 (vii) to give the certificate to the Property  Trustee required
            by ss.  314(a)(4) of the Trust Indenture Act, which  certificate may
            be executed by any Administrative Trustee;

                 (viii) to take all actions  and  perform  such duties as may be
            required  of the  Administrative  Trustees  pursuant to the terms of
            this Trust Agreement,  the Remarketing Agreement and the Calculation
            Agent Agreement;

                 (ix) to take all action that may be  necessary  or  appropriate
            for the  preservation  and the  continuation  of the  Trust's  valid
            existence,  rights,  franchises and privileges as a statutory  trust
            under  the  laws  of  the  State  of  Delaware  and  of  each  other
            jurisdiction  in which such  existence  is  necessary to protect the
            limited  liability  of the  Holders  of the Trust  Securities  or to
            enable the Trust to effect the purposes for which the Trust has been
            created;

                 (x) to take all action  necessary to cause all  applicable  tax
            returns and tax  information  reports  that are required to be filed
            with  respect  to the  Trust to be duly  prepared  and  filed by the
            Administrative Trustees, on behalf of the Trust;

                 (xi) to execute and deliver the Trust  Securities  on behalf of
            the Trust;

                 (xii) to cause the Trust to enter into, and to execute, deliver
            and perform on behalf of the Trust, the Remarketing  Agreement,  the
            Calculation   Agent  Agreement,   the  Expense   Agreement  and  the
            Certificate Depository Agreement and such other agreements as may be
            necessary or desirable in connection with the consummation hereof;

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



                                       14
<PAGE>

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

                 (xv) to send notices  (other than notices of default) and other
            information   regarding   the  Trust   Securities   and  the  Junior
            Subordinated  Debentures to the  Securityholders  in accordance with
            this Trust Agreement,  the Remarketing Agreement and the Calculation
            Agent Agreement;

                 (xvi) to appoint a Paying  Agent  (subject  to  Section  5.09),
            authenticating  agent,  Remarketing  Agent,  Calculation  Agent  and
            Securities Registrar in accordance with this Trust Agreement;

                 (xvii)  to elect  to  remarket  the  Preferred  Securities  and
            determine  the length of any Fixed Rate  Period in  accordance  with
            this Trust Agreement,  including  redemption dates applicable to any
            Fixed Rate Period;

                 (xviii)  to  register  transfers  of the  Trust  Securities  in
            accordance with this Trust Agreement;

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

                 (xx) to take any  action  incidental  to the  foregoing  as the
            Administrative   Trustees  may  from  time  to  time   determine  is
            necessary,  appropriate,  convenient  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
exclusive  power,  duty and authority to act on behalf of the Trust with respect
to the following matters:

                 (i) engage in such ministerial activities as shall be necessary
            or  appropriate  to  effect  promptly  the  redemption  of the Trust
            Securities  to the  extent the Junior  Subordinated  Debentures  are
            redeemed, mature or otherwise repaid;

                 (ii) upon notice of a distribution issued by the Administrative
            Trustees  in  accordance  with the  terms of this  Trust  Agreement,
            engage  in such  ministerial  activities  as shall be  necessary  or
            appropriate   to  effect   promptly  the   distribution   of  Junior
            Subordinated  Debentures to Holders of Trust Securities  pursuant to
            the terms of this Trust Agreement;

                 (iii) subject to the terms hereof,  exercise all of the rights,
            powers  and  privileges  of a  holder  of  the  Junior  Subordinated
            Debentures under the


                                       15
<PAGE>

            Subordinated  Indenture  and,  if an Event of Default  occurs and is
            continuing,  shall  enforce  for the  benefit of, and subject to the
            rights of, the Holders of the Trust Securities, its rights as holder
            of  the  Junior  Subordinated   Debentures  under  the  Subordinated
            Indenture;

                 (iv)  take  all  actions  and  perform  such  duties  as may be
            specifically  required of the Property Trustee pursuant to the terms
            of this Trust Agreement;

                 (v) take any Legal Action specifically required of the Property
            Trustee  pursuant to the terms of this Trust  Agreement which arises
            out of or in  connection  with an Event of Default  or the  Property
            Trustee's  duties and obligations  under this Trust  Agreement,  the
            Delaware Statutory Trust Act or the Trust Indenture Act;

                 (vi) the establishment and maintenance of the Payment Account;

                 (vii) the  receipt of and  holding of legal title to the Junior
            Subordinated Debentures as described herein;

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

                 (ix) the distribution of amounts owed to the Securityholders in
            respect of the Trust Securities;

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

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

                 (xii) as  provided in this Trust  Agreement,  the winding up of
            the affairs of and termination of the Trust; and

                 (xiii) the taking of any action  incidental to the foregoing as
            the Property  Trustee may from time to time  determine is necessary,
            appropriate,  convenient  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).

            (c) 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



                                       16
<PAGE>

          United States federal income tax purposes; (iv) incur any indebtedness
          for  borrowed  money;  (v) take or consent  to any  action  that would
          result in the placement of a Lien on any of the Trust  Property;  (vi)
          issue any securities  other than the Trust  Securities;  or (vii) have
          any power to, or agree to any action by the Depositor that would, vary
          the  investment  (within the meaning of  Treasury  Regulation  Section
          301.7701-4(c))  of the Trust or of the  Securityholders.  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.

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

                 (i) to prepare  for filing by the Trust with the  Commission  a
            registration statement on Form S-3 under the Securities Act of 1933,
            as amended, in relation to the Preferred  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
            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 prepare for filing by the Trust an  application to the
            New York Stock  Exchange or any other national stock exchange or the
            Nasdaq  National  Market for listing  upon notice of issuance of any
            Preferred Securities, if applicable;

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

                 (v)  to  negotiate  the  terms  of the  Underwriting  Agreement
            providing for the sale of the Preferred  Securities  and to execute,
            deliver  and  perform the  Underwriting  Agreement  on behalf of the
            Trust;

                 (vi)  to  negotiate  the  terms  of the  Remarketing  Agreement
            providing  for  the  retention  of the  Remarketing  Agent  and  the
            establishment of certain procedures relating to Remarketings;

                 (vii) to negotiate the terms of the Calculation Agent Agreement
            providing for the retention of the Calculation Agent;


                                       17
<PAGE>

                 (viii)  to elect  to  remarket  the  Preferred  Securities  and
            determine  the length of any Fixed Rate  Period in  accordance  with
            this Trust Agreement,  including  redemption dates applicable to any
            Fixed Rate Period; and

                 (ix) any other actions  necessary,  incidental,  appropriate or
            convenient to carry out any of the foregoing activities.

            (e)   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
of 1940,  as amended,  or taxed as other than a grantor  trust for United States
federal income tax purposes and so that the Junior Subordinated  Debentures will
be treated as indebtedness of the Depositor for United States federal income tax
purposes. In this connection,  the Depositor and the Administrative Trustees are
authorized  to take any  action,  not  inconsistent  with  applicable  law,  the
Certificate of Trust or this Trust Agreement, that each of the Depositor and the
Administrative  Trustees  determines  in  its  discretion  to  be  necessary  or
desirable  for such  purposes,  as long as such action does not  materially  and
adversely affect the interests of the Holders of the Preferred 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  and the Trust in
accordance  with this Trust  Agreement.  The right,  title and  interest  of the
Property Trustee to the Junior Subordinated  Debentures shall vest automatically
in each Person who may thereafter be appointed as Property Trustee in accordance
with the terms  hereof.  Such vesting and  cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered.

         SECTION 2.10. MERGERS AND CONSOLIDATIONS OF THE TRUST

         The Trust may not merge with or into,  consolidate,  amalgamate,  or be
replaced  by,  or  convey,   transfer  or  lease  its   properties   and  assets
substantially  as an entirety  to, any entity,  except  pursuant to this Section
2.10 or Section  9.04.  At the request of the Holders of the Common  Securities,
and without the consent of the Holders of the  Preferred  Securities,  the Trust
may merge with or into,  consolidate,  amalgamate,  or be replaced by or convey,
transfer or lease its  properties and assets  substantially  as an entirety to a
trust organized as such under the laws of any state; provided, however, that (i)
such successor entity either (a) expressly assumes all of the obligations of the
Trust with  respect  to the  Preferred  Securities  or (b)  substitutes  for the
Preferred Securities other securities having substantially the same terms as the
Preferred  Securities  (the  "Successor  Preferred  Securities")  so long as the
Successor  Preferred   Securities  have  the  same  priority  as  the  Preferred
Securities  with  respect  to  distributions   and  payments  upon  liquidation,
redemption and otherwise; (ii) a trustee of such successor entity possessing the
same powers and duties as the  Property  Trustee is appointed to hold the Junior
Subordinated Debentures; (iii) such



                                       18
<PAGE>

merger, consolidation,  amalgamation, replacement, conveyance, transfer or lease
does not cause the  Preferred  Securities  (including  any  Successor  Preferred
Securities) to be downgraded by any  nationally  recognized  statistical  rating
organization;   (iv)  the  Preferred   Securities  or  any  Successor  Preferred
Securities are listed or quoted, or any Successor  Preferred  Securities will be
listed or quoted upon  notification  of  issuance,  on any  national  securities
exchange or with another  organization  on which  Preferred  Securities are then
listed or quoted;  (v) such merger,  consolidation,  amalgamation,  replacement,
conveyance,  transfer or lease does not adversely affect the rights, preferences
and  privileges  of the  holders  of the  Preferred  Securities  (including  any
Successor  Preferred  Securities) in any material  respect;  (vi) such successor
entity has a purpose  substantially  identical to that of the Trust; (vii) prior
to such merger, consolidation,  amalgamation,  replacement, conveyance, transfer
or lease,  the  Property  Trustee  has  received  an  Opinion  of  Counsel  from
independent  counsel  experienced  in such  matters to the effect  that (a) such
merger, consolidation,  amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights,  preferences and privileges of the holders
of the Preferred  Securities  (including any Successor Preferred  Securities) in
any  material   respect,   and  (b)   following   such  merger,   consolidation,
amalgamation,  replacement, conveyance, transfer or lease, neither the Trust nor
such successor  entity will be required to register as an  "investment  company"
under the  Investment  Company  Act; and (viii) the  Depositor or any  permitted
transferee to whom it has transferred the Common  Securities  hereunder owns all
of the Common Securities of such successor entity and guarantees the obligations
of such successor  entity under the Successor  Preferred  Securities at least to
the extent provided by the Guarantee.  Notwithstanding the foregoing,  the Trust
shall not,  except with the consent of Holders of 100% in aggregate  Liquidation
Amount of the Preferred Securities, consolidate, amalgamate, merge with or into,
or be  replaced  by or  convey,  transfer  or lease its  properties  and  assets
substantially  as an entirety to, any other entity or permit any other entity to
consolidate,   amalgamate,   merge   with  or  into,   or  replace  it  if  such
consolidation,  amalgamation, merger, replacement, conveyance, transfer or lease
would  cause the Trust or the  successor  entity to be  taxable  other than as a
grantor  trust for United  States  federal  income tax  purposes.  Any merger or
similar agreement shall be executed by the Administrative  Trustees on behalf of
the Trust.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

         SECTION 3.01. PAYMENT ACCOUNT

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

            (b) The  Property  Trustee  shall  deposit in the  Payment  Account,
promptly upon  receipt,  all payments of principal or interest on, and any other
payments or proceeds with


                                       19
<PAGE>

respect  to, the Junior  Subordinated  Debentures  and any  amounts  paid to the
Property Trustee pursuant to the Guarantee.  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  shall  accrue  from the  Issue  Date  until  the
Redemption  Date.  During the Initial Fixed Rate Period,  Distributions  will be
payable  semiannually  in  arrears  on  April  1 and  October  1 of  each  year,
commencing  on April 1,  2004.  During  any Fixed  Rate  Period,  other than the
Initial Fixed Rate Period, Distributions will be payable semiannually in arrears
on the first day of the first  month that  begins at least six months  after the
first day of the Fixed Rate Period and on the first day of each six month period
thereafter during such Fixed Rate Period. Any Fixed Rate Period may not end on a
day other than a day immediately  preceding a Distribution  Payment Date. During
any Floating Rate Period,  Distributions will be payable quarterly in arrears on
January 1, April 1, July 1 and October 1 of each year.

            (b) If any  Distribution  Payment  Date with respect to a Fixed Rate
Period is not a Business Day,  Distributions will be payable,  without interest,
on the immediately succeeding Business Day, with the same force and effect as if
payment  was  made on the date  such  payment  was  originally  payable.  If any
Distribution  Payment  Date with  respect  to a  Floating  Rate  Period is not a
Business Day, then Distributions  will be payable on the immediately  succeeding
Business Day and  Distributions  shall accrue to the actual payment date (except
for a Distribution Payment Date that coincides with the Redemption Date).

            (c) The amount of Distributions payable on each Distribution Payment
Date  relating to a Fixed Rate Period will be computed on the basis of a 360-day
year of twelve  30-day  months.  The  amount of  Distributions  payable  on each
Distribution Payment Date relating to a Floating Rate Period will be computed by
multiplying  the per annum  Distribution  Rate in effect  for such  Distribution
Period by a fraction,  the  numerator of which will be the actual number of days
in such  Distribution  Period (or portion thereof)  (determined by including the
first day thereof and excluding the last thereof) and the  denominator  of which
will be 360, and multiplying the rate so obtained by $1,000.

            (d) The Company has the right under the  Subordinated  Indenture  to
defer  payments of interest on the Junior  Subordinated  Debentures by extending
the interest period from time to time on the Junior Subordinated  Debentures (an
"Extension  Period")  which,  if  exercised,  would defer  Distributions  on the
Preferred   Securities  during  any  Extension  Period.   The  payment  of  such
Distributions,  together with any interest  thereon,  will be distributed to the
Holders of Trust Securities as received at the end of any Extension Period.

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

                                       20
<PAGE>

            (f)  Distributions on the Trust Securities on each 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.

            Each Trust Security upon  registration of transfer of or in exchange
for  or in  lieu  of  any  other  Trust  Security  shall  carry  the  rights  of
Distributions  accrued and  unpaid,  and to accrue,  which were  carried by such
other Trust Security.

         SECTION 4.02. DISTRIBUTION RATE

            (a) During the Initial  Fixed Rate  Period,  the  Distribution  Rate
shall be the Initial Distribution Rate.

            (b) Prior to the expiration of the Initial Fixed Rate Period and any
subsequent  Fixed  Rate  Period,  prior to any  Distribution  Payment  Date with
respect to a Floating Rate Period or prior to any Distribution Payment Date in a
Fixed Rate Period during a time in which the Preferred Securities are redeemable
in such Fixed Rate Period, the Company and the Administrative Trustees will have
the option to remarket the  Preferred  Securities  to establish a new Fixed Rate
for a new Fixed Rate Period (to be in effect  after the  expiration  of the then
current  Distribution  Period).  If the Company and the Administrative  Trustees
elect to conduct a Remarketing  of the Preferred  Securities  for the purpose of
establishing a new Fixed Rate for a new Fixed Rate Period,  the Trust shall, not
less than 20 nor more than 35 Business Days prior to the related  Election Date,
notify in writing the Clearing  Agency,  the  Property  Trustee,  the  Indenture
Trustee,  the  Calculation  Agent and the  Remarketing  Agent.  If the Preferred
Securities  are not  issued in global,  fully  registered  form to the  Clearing
Agency,  such notice shall be  delivered to the Holders  instead of the Clearing
Agency. Such notice shall describe the Remarketing and shall indicate the length
of the  proposed new Fixed Rate Period,  the proposed  Remarketing  Date and any
redemption  provisions  that will apply during such new Fixed Rate  Period.  The
Company  and the  Administrative  Trustees  shall have the right to  terminate a
Remarketing  at any time prior to the  Election  Date by written  notice of such
termination  to the  Clearing  Agency  (or  the  Holders,  as  applicable),  the
Remarketing  Agent,  the  Property  Trustee,   the  Indenture  Trustee  and  the
Calculation Agent.

            (c) If the Remarketing  Agent has determined that it will be able to
remarket all Preferred  Securities  tendered or deemed  tendered for purchase in
the Remarketing at a Fixed Rate and at a price of $1,000 per Preferred Security,
on any  Remarketing  Date, the  Distribution  Rate for the new Fixed Rate Period
will be the Fixed Rate  determined by the Remarketing  Agent,  which will be the
rate per annum (rounded to the nearest one-thousandth (0.001) of one percent per
annum) which the Remarketing Agent determines,  in its sole judgment,  to be the
lowest  Fixed  Rate per  annum,  if any,  that will  enable it to  remarket  all
Preferred  Securities  tendered or deemed tendered for Remarketing at a price of
$1,000 per Preferred Security.

            (d) If the Company and the  Administrative  Trustees do not elect to
remarket the Preferred Securities pursuant to Section 4.02(b) or have terminated
a  Remarketing  or the  Remarketing  Agent  is  unable  to  remarket  all of the
Preferred  Securities tendered or deemed tendered for a purchase price of $1,000
per Preferred Security pursuant to the Remarketing



                                       21
<PAGE>

Procedures,  the Distribution Rate for the next Distribution Period shall be the
Floating Rate and the new Distribution Period shall be a Floating Rate Period.

            (e) The  Calculation  Agent shall  calculate  the  Floating  Rate as
follows:

         Except as provided  below,  the  Floating  Rate for any  Floating  Rate
Period for the Preferred  Securities  will be equal to the  Adjustable  Rate (as
defined below) plus 2.375%.  The "Adjustable  Rate" for any Distribution  Period
will be equal to the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT
and the 30-year Treasury CMT (each as defined below and collectively referred to
as the "Benchmark Rates") for such Distribution  Period during the Floating Rate
Period.  In the event that the Calculation  Agent  determines in good faith that
for any reason:

                          (1)   any one of the Benchmark Rates cannot be
                                determined for any Distribution Period, the
                                Adjustable Rate for such Distribution Period
                                will be equal to the higher of whichever two of
                                such rates can be so determined;

                          (2)   only one of the Benchmark Rates can be
                                determined for any Distribution Period, the
                                Adjustable Rate for such Distribution Period
                                will be equal to whichever such rate can be so
                                determined; or

                          (3)   none of the Benchmark Rates can be determined
                                for any Distribution Period, the Adjustable Rate
                                for the preceding Distribution Period will be
                                continued for such Distribution Period.

         The  "3-month  LIBOR Rate" means,  for each  Distribution  Period,  the
arithmetic  average of the two most recent  weekly  quotes for deposits for U.S.
Dollars having a term of three months, as published on the first Business Day of
each week during the relevant  Calendar  Period (as defined  below)  immediately
preceding  the  Distribution  Period  for  which  the  Floating  Rate  is  being
determined.  Such quotes will be taken from Telerate Page 3750 at  approximately
11:00 a.m.  London time on the  relevant  date.  If such rate does not appear on
Telerate  Page 3750 on the  relevant  date,  the 3-month  LIBOR Rate will be the
arithmetic  mean of the  rates  quoted  by three  major  banks in New York  City
selected by the Calculation  Agent, at  approximately  11:00 a.m., New York City
time, on the relevant date for loans in U.S.  Dollars to leading  European banks
for a period of three months.

         "The 10-year Treasury CMT" means the rate determined in accordance with
the following provisions:

                 (1) With respect to any Distribution determination date and the
         Distribution Period that begins immediately thereafter, the 10-year
         Treasury CMT means the rate displayed on Telerate Page 7051 under the
         caption "...Treasury Constant Maturities... Federal Reserve Board
         Release H.15...Mondays Approximately 3:45 P.M.", under the column for
         the Designated CMT Maturity Index (as defined below).


                                       22
<PAGE>

                          (2)   If such rate is no longer displayed on the
                                relevant page, or is not so displayed by 3:00
                                P.M., New York City time, on the applicable
                                Distribution determination date, then the
                                10-year Treasury CMT for such Distribution
                                determination date will be such treasury
                                constant maturity rate for the Designated CMT
                                Maturity Index as is published in H.15(519).

                          (3)   If such rate is no longer displayed on the
                                relevant page, or if not published by 3:00 P.M.,
                                New York City time, on the applicable
                                Distribution determination date, then the
                                10-year Treasury CMT for such Distribution
                                determination date will be such constant
                                maturity treasury rate for the Designated CMT
                                Maturity Index (or other United States Treasury
                                rate for the Designated CMT Maturity Index) for
                                the applicable Distribution determination date
                                with respect to such Distribution reset date as
                                may then be published by either the Board of
                                Governors of the Federal Reserve System or the
                                United States Department of the Treasury that
                                the Calculation Agent determines to be
                                comparable to the rate formerly displayed on the
                                Telerate Page 7051 and published in H.15(519).

                          (4)   If such information is not provided by 3:00
                                P.M., New York City time, on the applicable
                                Distribution determination date, then the
                                10-year Treasury CMT for such Distribution
                                determination date will be calculated by the
                                Calculation Agent and will be a yield to
                                maturity, based on the arithmetic mean of the
                                secondary market offered rates as of
                                approximately 3:30 P.M., New York City time, on
                                the Distribution determination date reported,
                                according to their written records, by three
                                leading primary United States government
                                securities dealers in The City of New York
                                (each, a "Reference Dealer") selected by the
                                Calculation Agent (from five such Reference
                                Dealers selected by the Calculation Agent and
                                eliminating the highest quotation (or, in the
                                event of equality, one of the highest) and the
                                lowest quotation (or, in the event of equality,
                                one of the lowest)), for the most recently
                                issued direct noncallable fixed rate obligations
                                of the United States ("Treasury Debentures")
                                with an original maturity of approximately the
                                Designated CMT Maturity Index and a remaining
                                term to maturity of not less than such
                                Designated CMT Maturity Index minus one year.

                          (5)   If the Calculation Agent is unable to obtain
                                three such Treasury Debentures quotations, the
                                10-year Treasury



                                       23
<PAGE>

                                CMT for the applicable Determination date will
                                be calculated by the Calculation Agent and will
                                be a yield to maturity based on the arithmetic
                                mean of the secondary market offered rates as of
                                approximately 3:30 P.M., New York City time, on
                                the applicable Distribution determination date
                                of three Reference Dealers in The City of New
                                York (from five such Reference Dealers selected
                                by the Calculation Agent and eliminating the
                                highest quotation (or, in the event of equality,
                                one of the highest) and the lowest quotation
                                (or, in the event of equality, one of the
                                lowest)), for Treasury Debentures with an
                                original maturity of the number of years that is
                                the next highest to the Designated CMT Maturity
                                Index and a remaining term to maturity closest
                                to the Designated CMT Maturity Index and in an
                                amount of at least $100 million.

                          (6)   If three or four (and not five) of such
                                Reference Dealers are quoting as set forth
                                above, then the 10-year Treasury CMT will be
                                based on the arithmetic mean of the offered
                                rates obtained and neither the highest nor
                                lowest of such quotes will be eliminated;
                                provided, however, that if fewer than three
                                Reference Dealers selected by the Calculation
                                Agent are quoting as set forth above, the
                                10-year Treasury CMT with respect to the
                                applicable Distribution determination date will
                                remain the 10-year Treasury CMT for the
                                immediately preceding interest period. If two
                                Treasury Debentures with an original maturity as
                                described in the second preceding sentence have
                                remaining terms to maturity equally close to the
                                Designated CMT Maturity Index, then the quotes
                                for the Treasury Debentures with the shorter
                                remaining term to maturity will be used.

         The  "30-year  Treasury  CMT"  has  the  meaning  specified  under  the
definition of 10-year  Treasury  CMT,  except that the  Designated  CMT Maturity
Index for the 30-year Treasury CMT shall be 30 years.

         The  3-month  LIBOR  Rate,  the  10-year  Treasury  CMT and the 30-year
Treasury CMT shall each be rounded to the nearest hundredth of a percent.

         The  Floating  Rate with respect to each  Floating  Rate Period will be
calculated as promptly as practicable by the Calculation  Agent according to the
appropriate method described above.

            (f) If the  Company  elects to defer  interest  during a Fixed  Rate
Period,  Distributions  will  continue  to accrue at the  Fixed  Rate  until the
expiration of the Fixed Rate Period.  Prior to the expiration of such Fixed Rate
Period and any Fixed Rate Period  during the Extension  Period,  the Company and
the  Administrative  Trustees  will have the option to  remarket


                                       24
<PAGE>

the  Preferred  Securities  for a new Fixed  Rate  Period (to take  effect  upon
expiration  of such  Fixed Rate  Period).  If the  Company  and the Trust do not
remarket the Preferred Securities, the Floating Rate during the Extension Period
shall be  determined  as provided  herein,  but shall not be less than the Fixed
Rate for the Fixed  Rate  Period  just  ended.  If the  Company  elects to defer
interest during a Floating Rate Period, Distributions will continue to accrue at
the  applicable  Floating  Rate,  reset  quarterly,  subject to the right of the
Company and the  Administrative  Trustees to remarket the  Preferred  Securities
prior to any  Distribution  Payment  Date in order to establish a new Fixed Rate
for a new  Fixed  Rate  Period in  accordance  with  this  Section  4.02 and the
Remarketing Procedures.

         SECTION 4.03. DISTRIBUTION PERIODS

         In accordance  with Section 4.02 and the  Remarketing  Procedures,  the
Company and the Trust may,  prior to the  expiration  of the Initial  Fixed Rate
Period and any subsequent Fixed Rate Period,  prior to any Distribution  Payment
Date in a Fixed Rate Period during a time in which the Preferred  Securities are
redeemable in such Fixed Rate Period or prior to any  Distribution  Payment Date
with  respect  to a  Floating  Rate  Period,  elect to  remarket  the  Preferred
Securities  to  establish a new Fixed Rate for a new Fixed Rate Period (to be in
effect after the then current Distribution  Period). A Fixed Rate Period must be
for a duration of at least six months, may not extend beyond the stated maturity
of the Junior Subordinated  Debentures and may not end on a day other than a day
immediately preceding a Distribution Payment Date. If a new Fixed Rate for a new
Fixed  Rate  Period is set in a  Remarketing,  a new  Fixed  Rate  Period  shall
commence following the expiration of the then current  Distribution Period. If a
new Fixed Rate for a new Fixed Rate Period is not set, for any reason, including
after the  expiration of the Initial Fixed Rate Period,  in accordance  with the
terms of this Trust  Agreement,  a Floating  Rate Period and the  Floating  Rate
reset   quarterly  shall  be  in  effect  if  and  until  the  Company  and  the
Administrative  Trustees  remarket the Preferred  Securities and set a new Fixed
Rate for a new  Fixed  Rate  Period  in  accordance  with  Section  4.02 and the
Remarketing Procedures.

         SECTION 4.04. REDEMPTION

            (a) On each Indenture  Redemption  Date and the Maturity Date of the
Junior  Subordinated  Debentures,  the Trust will be  required  to redeem a Like
Amount of Trust Securities at the Redemption Price.

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

                 (i) the Redemption Date;

                 (ii) the Redemption Price;

                 (iii)  the  CUSIP  number  or CUSIP  numbers  of the  Preferred
            Securities affected;




                                       25
<PAGE>

                 (iv) that on the  Redemption  Date the  Redemption  Price  will
            become due and payable upon each such Trust  Security to be redeemed
            and that Distributions thereon will cease to accumulate on and after
            said date, except as provided in Section 4.04(e) below; and

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

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

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

            (e) If the Trust  gives a notice of  redemption  in  respect  of any
Preferred Securities, then, by 10:00 a.m., New York City time, on the Redemption
Date, the Depositor shall deposit  sufficient funds with the Property Trustee to
pay the Redemption Price. If such deposit has been made, then by 12:00 noon, New
York City time, on the Redemption  Date,  subject to this Section  4.04(e),  the
Property Trustee will, with respect to Preferred Securities held in global form,
irrevocably deposit with the Clearing Agency for such Preferred  Securities,  to
the extent available therefor, funds sufficient to pay the applicable Redemption
Price and will give such Clearing Agency irrevocable  instructions and authority
to pay the  Redemption  Price to the Holders of the Preferred  Securities.  With
respect to Preferred  Securities  that are not held in global form, the Property
Trustee,  subject to Section this  4.04(e),  will  irrevocably  deposit with the
Paying Agent,  to the extent  available  therefor,  funds  sufficient to pay the
applicable   Redemption  Price  and  will  give  the  Paying  Agent  irrevocable
instructions  and  authority to pay the  Redemption  Price to the Holders of the
Preferred Securities upon surrender of their Preferred Securities  Certificates.
Notwithstanding  the  foregoing,  Distributions  payable  on  or  prior  to  the
Redemption Date for any Trust Securities  called for redemption shall be payable
to the  Holders  of such  Trust  Securities  as they  appear  on the  Securities
Register for the Trust  Securities on the relevant  Record Dates for the related
Distribution  Dates.  If notice of  redemption  shall  have been given and funds
deposited  as  required,  then,  upon the date of such  deposit,  all  rights of
Holders holding Trust Securities so called for redemption will cease, except the
right of such  Holders  to receive  the  Redemption  Price and any  Distribution
payable in respect of the Trust  Securities on or prior to the Redemption  Date,
but without interest, and such Trust Securities will cease to be Outstanding. In
the event that any date on which any applicable  Redemption  Price is payable is
not a Business Day, then payment of the applicable  Redemption  Price payable on
such date will be made on the next  succeeding  day that is a Business  Day (and
without any  interest  or other  payment in respect of any such  delay),  except
that, if such Business Day falls in the next

                                       26
<PAGE>

calendar year, such payment will be made on the immediately  preceding  Business
Day,  in each case,  with the same force and effect as if made on such date.  In
the  event  that  payment  of the  Redemption  Price  in  respect  of any  Trust
Securities called for redemption is improperly  withheld or refused and not paid
either by the Trust or by the Depositor pursuant to the Guarantee, Distributions
on such Trust  Securities  will continue to accumulate,  as set forth in Section
4.01  and  in  accordance  with  the  continued   accrual  of  interest  on  the
Subordinated Debentures,  from the Redemption Date originally established by the
Trust for such Trust Securities to the date such applicable  Redemption Price is
actually  paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the applicable Redemption Price.

         SECTION 4.05. SUBORDINATION OF COMMON SECURITIES AND DISTRIBUTIONS

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

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

            (c)  Distributions on the Common  Securities shall be payable at the
same Distribution Rates, on the same Distribution Payment Dates and for the same
Distribution  Periods  and to  holders  as of the  same  Record  Date as for the
Preferred Securities.

         SECTION 4.06.     PAYMENT PROCEDURES

         Payments of Distributions in respect of the Preferred  Securities shall
be made by check  mailed to the address of the Person  entitled  thereto as such
address shall appear on the Securities Register or, if the Preferred  Securities
are held by a Clearing Agency,  such Distributions shall be made to the Clearing
Agency,  which shall  credit the  relevant  Persons'  accounts at such  Clearing
Agency on the applicable  Distribution  Payment Dates. Payment of the Redemption
Price of or Liquidation  Distribution on the Preferred  Securities shall be made
in immediately available funds


                                       27
<PAGE>

upon  surrender  of the  Preferred  Securities  Certificates  representing  such
Preferred  Securities at the corporate trust office of the Property  Trustee or,
if the Preferred Securities are held by the Clearing Agency or its nominee, such
Redemption  Price or  Liquidation  Distribution  shall  be made to the  Clearing
Agency by wire transfer in immediately  available funds.  Payments in respect of
the Common  Securities  shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holder of the Common Securities.

         SECTION 4.07. TAX RETURNS AND REPORTS

         The Administrative  Trustee(s) shall prepare (or cause to be prepared),
at the Depositor's expense, and file all United States federal,  state and local
tax and information returns and reports required to be filed by or in respect of
the Trust. The  Administrative  Trustee(s) shall provide or cause to be provided
on a timely basis to each Holder any Internal  Revenue  Service form required to
be so provided in respect of the Trust Securities.

                                   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

         Each of the  Preferred  and  Common  Securities  Certificates  shall be
issued in minimum  denominations  of $1,000  and  integral  multiples  in excess
thereof.  The Trust Securities  Certificates  shall be executed on behalf of the
Trust by manual or facsimile  signature of at least one Administrative  Trustee.
Trust  Securities  Certificates  bearing the manual or facsimile  signatures  of
individuals who were, at the time when such signatures  shall have been affixed,
authorized to sign on behalf of the Trust,  shall be validly issued and entitled
to the benefits of this Trust Agreement,  notwithstanding  that such individuals
or any of them shall have ceased to be so authorized prior to the authentication
and delivery of such Trust Securities  Certificates or did not hold such offices
at  the  date  of   authentication   and  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.

         SECTION 5.03. AUTHENTICATION OF TRUST SECURITIES CERTIFICATES

         On the Issue  Date,  the  Administrative  Trustees  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, authenticated and
delivered to or upon the written order of the  Depositor  signed by its Chairman
of the Board,  its President or any Vice President,  without  further  corporate
action  by the  Depositor,  in  authorized  denominations.  No Trust  Securities
Certificate


                                       28
<PAGE>

shall entitle its holder to any benefit under this Trust Agreement,  or shall be
valid for any  purpose,  unless  there  shall  appear on such  Trust  Securities
Certificate a certificate of authentication  substantially in the form set forth
in  Exhibit  A  or  Exhibit  C,  as   applicable,   executed  by  at  least  one
Administrative Trustee by manual signature; such authentication shall constitute
conclusive evidence that such Trust Securities  Certificate shall have been duly
authenticated and delivered hereunder.  All Trust Securities  Certificates shall
be dated the date of their authentication.

         SECTION  5.04.  REGISTRATION  OF TRANSFER  AND  EXCHANGE  OF  PREFERRED
SECURITIES CERTIFICATES

         The Securities  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  Securities
Registrar   shall  provide  for  the   registration   of  Preferred   Securities
Certificates and the Common Securities  Certificates (subject to Section 5.10 in
the case of the Common  Securities  Certificates)  and registration of transfers
and  exchanges of Preferred  Securities  Certificates  as herein  provided.  The
Property Trustee shall be the initial Securities Registrar.

         Upon surrender for registration of transfer of any Preferred Securities
Certificate  at the office or agency  maintained  pursuant to Section 5.08,  the
Administrative  Trustees shall execute,  authenticate and deliver in the name of
the designated  transferee or transferees  one or more new Preferred  Securities
Certificates in authorized  denominations of a like aggregate Liquidation Amount
dated the date of authentication by the Administrative  Trustee or Trustees. The
Securities  Registrar  shall not be  required to  register  the  transfer of any
Preferred  Securities that have been called for  redemption.  At the option of a
Holder,  Preferred Securities  Certificates may be exchanged for other Preferred
Securities  Certificates in authorized  denominations of the same class and of a
like aggregate  Liquidation  Amount upon  surrender of the Preferred  Securities
Certificates  to be  exchanged  at the office or agency  maintained  pursuant to
Section 5.08.

         Every  Preferred  Securities  Certificate  presented or surrendered for
registration  of  transfer  or  exchange  shall  be  accompanied  by  a  written
instrument of transfer in form  satisfactory  to the Trustees and the Securities
Registrar  duly  executed  by the  Holder or his  attorney  duly  authorized  in
writing. Each Preferred Securities  Certificate  surrendered for registration of
transfer  or  exchange  shall be canceled  and  subsequently  disposed of by the
Securities Registrar in accordance with its customary practice.

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

         SECTION 5.05.  MUTILATED,  DESTROYED,  LOST OR STOLEN TRUST  SECURITIES
CERTIFICATES

         If (a) any mutilated Trust Securities  Certificate shall be surrendered
to the  Securities  Registrar,  or if the  Securities  Registrar  shall  receive
evidence  to its  satisfaction  of the  destruction,  loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the


                                       29
<PAGE>

Securities Registrar and the Administrative  Trustees such security or indemnity
as may be required by them to save each of them harmless, then in the absence of
notice that such Trust Securities Certificate shall have been acquired by a bona
fide purchaser,  the Administrative Trustees or any one of them on behalf of the
Trust  shall  execute and  authenticate  and make  available  for  delivery,  in
exchange for or in lieu of any such mutilated,  destroyed,  lost or stolen Trust
Securities Certificate,  a new Trust Securities Certificate of like class, tenor
and  denomination.  In connection with the issuance of any new Trust  Securities
Certificate under this Section,  the  Administrative  Trustees or the Securities
Registrar may require the payment of a sum  sufficient to cover any tax or other
governmental charge that may be imposed in connection  therewith.  Any duplicate
Trust  Securities  Certificate  issued pursuant to this Section shall constitute
conclusive  evidence of an  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 or the Securities  Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities  Register as the owner of such Trust  Securities  Certificate for
the purpose of receiving  Distributions (subject to Section 4.01(d)) and for all
other purposes whatsoever, and neither the Trustees nor the Securities Registrar
shall be bound by any notice to the contrary.

         SECTION 5.07. ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES

         In the event that the  Property  Trustee  is no longer  the  Securities
Registrar, the Administrative Trustees shall furnish or cause to be furnished to
(i) the Depositor and the Property Trustee semi-annually, not later than April 1
and October 1 in each year, and (ii) the Depositor or the Property  Trustee,  as
the case may be, within 15 days after receipt by any Administrative Trustee of a
request therefor from the Depositor or the Property Trustee, as the case may be,
in writing,  a list, in such form as the Depositor or the Property  Trustee,  as
the case may be,  may  reasonably  require,  of the names and  addresses  of the
Securityholders  as of a date not more than 15 days  prior to the time such list
is furnished.  If three or more  Securityholders or one or more Holders of Trust
Securities  Certificates  evidencing  not  less  than  25%  of  the  outstanding
Liquidation  Amount apply in writing to the  Administrative  Trustees,  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 the
Depositor,  the Property Trustee or the Administrative  Trustees  accountable by
reason of the disclosure of its name and address,  regardless of the source from
which such information was derived.





                                       30
<PAGE>

         SECTION 5.08. MAINTENANCE OF OFFICE OR AGENCY

         The Administrative Trustees shall maintain in the Borough of Manhattan,
New York, an office or offices or agency or agencies where Preferred  Securities
Certificates  may be surrendered  for  registration  of transfer or exchange and
where  notices  and  demands  to or upon the  Trustees  in  respect of the Trust
Securities  Certificates may be served.  The  Administrative  Trustees initially
designate The Bank of New York, 101 Barclay Street, New York, New York 10286, as
its principal agency for such purposes.  The Administrative  Trustees shall give
prompt written notice to the Depositor and to the  Securityholders of any change
in the location of the Securities Register or any such office or agency.

         SECTION 5.09. APPOINTMENT OF PAYING AGENT

         The Paying Agent shall make  Distributions  and other payments provided
hereby to Securityholders  from the Payment Account and shall report the amounts
of  such   Distributions   and  payments  to  the   Property   Trustee  and  the
Administrative  Trustees.  Any Paying  Agent shall have the  revocable  power to
withdraw  funds  from  the  Payment  Account  for  the  purpose  of  making  the
Distributions  and payments  provided hereby.  The  Administrative  Trustees may
revoke  such power and remove the Paying  Agent if such  Trustees  determine  in
their sole  discretion  that the Paying  Agent  shall have failed to perform its
obligations  under this  Agreement in any material  respect,  provided that such
revocation  and removal shall not become  effective  until the  appointment of a
successor.  The Paying Agent shall initially be the Property Trustee, and it may
choose any co-paying agent that is acceptable to the Administrative Trustees and
the Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days' written notice to the Administrative Trustees and the
Property  Trustee,  provided that such  resignation  shall not become  effective
until the  appointment  of a  successor.  In the event that a Paying Agent shall
resign or be removed,  the Property  Trustee shall  appoint a successor  that is
acceptable to the Administrative Trustees to act as Paying Agent (which shall be
a bank or trust company). The Property Trustee shall cause such successor Paying
Agent or any  additional  Paying  Agent  appointed  by the  Property  Trustee to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or  additional  Paying Agent shall agree with the Trustees  that as Paying
Agent,  such  successor  Paying Agent or  additional  Paying Agent will hold all
sums,  if any,  held by it for payment to the  Securityholders  in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such  Securityholders.  The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its  possession to the Property  Trustee.  The provisions of
Sections  8.01,  8.03 and 8.06 shall apply to the  Property  Trustee also in its
role as Paying  Agent,  for so long as the Property  Trustee shall act as Paying
Agent  and,  to the  extent  applicable,  to any other  paying  agent  appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

         SECTION 5.10. OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR

         On the Issue Date, the Depositor shall acquire,  and thereafter retain,
beneficial and record ownership of the Common Securities. Any attempted transfer
of the Common  Securities,  except for  transfers  by  operation of law or to an
Affiliate of the  Depositor or a permitted  successor


                                       31
<PAGE>

under  Section  608  of  the   Subordinated   Indenture,   shall  be  void.  The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS  CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN".

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

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

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

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

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

                 (iv) the  rights  of the  Owners  of the  Book-Entry  Preferred
            Securities Certificates shall be exercised only through the Clearing
            Agency  and  shall  be  limited  to  those  established  by law  and
            agreements  between such Owners and the Clearing  Agency  and/or the
            Clearing Agency Participants. Pursuant to the Certificate Depository
            Agreement,   unless  and  until  Definitive   Preferred   Securities
            Certificates  are issued  pursuant  to Section  5.13,  the  Clearing
            Agency will make  book-entry  transfers  among the  Clearing  Agency
            Participants  and receive  and  transmit  payments on the  Preferred
            Securities to such Clearing Agency Participants.

                 (v) The Clearing  Agency will make  book-entry  transfers among
            the  Clearing  Agency  Participants;  provided,  that solely for the
            purposes of determining  whether the Holders of the requisite amount
            of  Preferred  Securities  have voted on any matter  provided for in
            this Trust  Agreement,  so long as


                                       32
<PAGE>

            Definitive Preferred  Securities  Certificates have not been issued,
            the Trustees may conclusively  rely on, and shall be fully protected
            in relying on, any written instrument  (including a proxy) delivered
            to the Trustees by the  Clearing  Agency  setting  forth the Owners'
            votes or  assigning  the  right to vote on any  matter  to any other
            Person either in whole or in part.

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

         SECTION 5.12. NOTICES TO CLEARING AGENCY

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

         SECTION 5.13. DEFINITIVE PREFERRED SECURITIES CERTIFICATES

         If (i) the Depositor  advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly  discharge its  responsibilities
with respect to the  Preferred  Securities  Certificates,  and the  Depositor is
unable to locate a  qualified  successor,  or (ii) the  Depositor  at its option
advises  the  Trustees in writing  that it elects to  terminate  the  book-entry
system  through the Clearing  Agency,  then the  Administrative  Trustees  shall
notify  the  Clearing  Agency  and  Holders of the  Preferred  Securities.  Upon
surrender to the Administrative Trustees of the typewritten Preferred Securities
Certificate or Certificates  representing  the Book-Entry  Preferred  Securities
Certificates by the Clearing Agency,  accompanied by registration  instructions,
the  Administrative  Trustees or any one of them shall execute and  authenticate
the  Definitive  Preferred  Securities   Certificates  in  accordance  with  the
instructions of the Clearing  Agency.  Neither the Securities  Registrar nor the
Trustees shall be liable for any delay in delivery of such  instructions and may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon the issuance of Definitive Preferred Securities Certificates,  the Trustees
shall recognize the Holders of the Definitive Preferred Securities  Certificates
as Securityholders.  The Definitive Preferred  Securities  Certificates shall be
printed,  lithographed  or engraved or may be produced in any other manner as is
reasonably  acceptable  to the  Administrative  Trustees,  as  evidenced  by the
execution thereof by the Administrative Trustees or any one of them.

         SECTION 5.14. RIGHTS OF SECURITYHOLDERS

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


                                       33
<PAGE>

when issued and  delivered to  Securityholders  against  payment of the purchase
price  therefor,  except as  otherwise  provided  in the Expense  Agreement  and
Section 11.01 hereof,  will be fully paid and nonassessable by the Trust. Except
as otherwise  provided in the Expense  Agreement and Section  11.01 hereof,  the
Holders of the Trust  Securities  shall be  entitled to the same  limitation  of
personal liability  extended to stockholders of private  corporations for profit
organized under the General Corporation Law of the State of Delaware.

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         SECTION 6.01. LIMITATIONS ON VOTING RIGHTS

            (a) Except as provided in this Section,  in Section 2.10, in Section
8.10 or in Section 11.03 of this Trust Agreement, in the Subordinated Indenture,
and as otherwise  required by law, no Holder of Preferred  Securities shall have
any  right  to vote  or in any  manner  otherwise  control  the  administration,
operation and management of the Trust or the  obligations of the parties hereto,
nor shall  anything  herein set forth,  or  contained  in the terms of the Trust
Securities  Certificates,  be construed so as to constitute the  Securityholders
from time to time as partners or members of an association.

            (b) So long as any Junior  Subordinated  Debentures  are held by the
Property  Trustee on behalf of the Trust,  the  Property  Trustee  shall not (i)
direct the time,  method and place of conducting  any  proceeding for any remedy
available to the Indenture  Trustee,  or execute any trust or power conferred on
the Property Trustee with respect to such Junior Subordinated  Debentures;  (ii)
waive any past default that may be waived under Section 513 of the  Subordinated
Indenture;  (iii) exercise any right to rescind or annul a declaration  that the
principal of all the Junior Subordinated Debentures shall be due and payable; or
(iv) consent to any amendment,  modification or termination of the  Subordinated
Indenture or the Junior  Subordinated  Debentures,  where such consent  shall be
required,  without, in each case, obtaining the prior approval of the Holders of
at least a Majority in Liquidation Amount of the Preferred Securities, provided,
however, that where a consent under the Subordinated Indenture would require the
consent of each holder of Junior  Subordinated  Debentures  affected thereby, no
such consent  shall be given by the Property  Trustee  without the prior written
consent of each Holder of Preferred  Securities.  The Property Trustee shall not
revoke any action previously  authorized or approved by a vote of the Holders of
Preferred  Securities,  except by a subsequent  vote of the Holders of Preferred
Securities.  Subject to Section  8.02,  the  Property  Trustee  shall notify all
Holders of the  Preferred  Securities  of any notice of  default  received  with
respect to the Junior  Subordinated  Debentures.  In addition to  obtaining  the
foregoing approvals of the Holders of the Preferred Securities,  prior to taking
any of the foregoing actions,  the Property Trustee shall, at the expense of the
Depositor,  obtain an  Opinion  of Counsel  experienced  in such  matters to the
effect that such  action will not cause the Trust to be taxable  other than as a
grantor trust for United States federal income tax purposes.

            (c) If any proposed  amendment to the Trust Agreement  provides for,
or the Trust otherwise  proposes to effect,  (i) any action that would adversely
affect in any material  respect the  interests,  powers,  preferences or special
rights of the  Preferred  Securities,  whether by


                                       34
<PAGE>

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  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 a Majority in Liquidation  Amount of the Preferred  Securities;  except as
otherwise provided in Section 11.03(c).  Notwithstanding  any other provision of
this Trust Agreement,  no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Trust to be taxable other than as a
grantor trust for United States federal income tax purposes.

            (d) Holders of a Majority  in  Liquidation  Amount of the  Preferred
Securities may, on behalf of the Holders of all the Preferred Securities,  waive
any past Event of Default and its  consequences,  except a default  described in
clause (b) or (c) of the  definition of "Event of Default"  contained in Section
1.01,  a default in respect of a covenant  or  provision  which under this Trust
Agreement  cannot be  modified  or amended  without the consent of the Holder of
each  Outstanding  Preferred  Security or an Indenture Event of Default that the
Holders of a Majority in Liquidation  Amount of the Preferred  Securities  would
not be entitled to waive pursuant to Section 6.01(e).

         Upon any such waiver,  any such Event of Default  shall cease to exist,
and any Event of Default  arising  therefrom  shall be deemed to have been cured
for every  purpose of this Trust  Agreement;  but no such waiver shall extend to
any  subsequent  or other  default  or Event of  Default  or  impair  any  right
consequent thereon.  Any waiver by the Holders of the Preferred Securities of an
Event of Default with respect to  Preferred  Securities  shall also be deemed to
constitute a waiver by the Holders of Common  Securities for all purposes of the
Trust  Agreement  without  any  further  act,  vote or consent of the Holders of
Common Securities.

            (e) For so long as any Preferred Securities remain Outstanding,  if,
upon an Indenture Event of Default, the Indenture Trustee and the holders of the
outstanding Junior Subordinated  Debentures have failed to declare the principal
of all of the Junior Subordinated  Debentures to be immediately due and payable,
the Holders of at least 33% in  aggregate  Liquidation  Amount of the  Preferred
Securities then Outstanding  shall have such right to make such declaration by a
notice in writing to the  Property  Trustee,  the  Depositor  and the  Indenture
Trustee.

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

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

                         (1) all overdue  installments of interest on all of the
                 Junior Subordinated Debentures,


                                       35
<PAGE>

                         (2) the principal of any Junior Subordinated Debentures
                 which have become due  otherwise  than by such  declaration  of
                 acceleration  and  interest  thereon  at the rate  borne by the
                 Junior Subordinated Debentures, and

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

                 (ii)  all   Indenture   Events  of  Default,   other  than  the
            non-payment of the principal of the Junior  Subordinated  Debentures
            which has become due solely by such acceleration, have been cured or
            waived as provided in Section 813 of the Subordinated Indenture.

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

         Upon receipt by the Property  Trustee of written notice  declaring such
an  acceleration,  or  rescission  and  annulment  thereof,  by  Holders  of the
Preferred Securities all or part of which is represented by Book-Entry Preferred
Securities  Certificates,  a record date shall be  established  for  determining
Holders of  Outstanding  Preferred  Securities  entitled to join in such notice,
which  record  date shall be at the close of  business  on the day the  Property
Trustee  receives  such notice.  The Holders on such record date,  or their duly
designated  proxies,  and only such  Persons,  shall be entitled to join in such
notice,  whether or not such  Holders  remain  Holders  after such record  date;
provided,  that,  unless such  declaration  of  acceleration,  or rescission and
annulment,  as the case may be,  shall have  become  effective  by virtue of the
requisite  percentage  having joined in such notice prior to the day which is 90
days after such record date,  such notice of  declaration  of  acceleration,  or
rescission and annulment,  as the case may be, shall  automatically  and without
further  action by any Holder be canceled and of no further  effect.  Nothing in
this  paragraph  shall  prevent a Holder,  or a proxy of a Holder,  from giving,
after  expiration of such 90-day period,  a new written notice of declaration of
acceleration,  or rescission and annulment thereof,  as the case may be, that is
identical to a written notice which has been canceled pursuant to the proviso to
the preceding  sentence,  in which event a new record date shall be  established
pursuant to the provisions of this Section 6.01(e).

            (f) For so long as any Preferred  Securities remain Outstanding,  to
the  fullest  extent  permitted  by law and  subject  to the terms of this Trust
Agreement and the  Subordinated  Indenture,  upon an Indenture  Event of Default
specified in Sections 801(a) and (b) of the Subordinated  Indenture,  any Holder
of Preferred  Securities shall have the right to institute a


                                       36
<PAGE>

proceeding  directly  against  the  Depositor,  pursuant  to Section  808 of the
Subordinated  Indenture,  for  enforcement  of  payment  to such  Holder  of the
principal amount of Junior Subordinated Debentures having an aggregate principal
amount equal to the aggregate  Liquidation Amount of the Preferred Securities of
such Holder (a "Direct Action"). Except as set forth in Section 6.01(e) and this
Section  6.01(f),  the Holders of  Preferred  Securities  shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Junior Subordinated Debentures.

         The  holders  of a  Majority  in  Liquidation  Amount of the  Preferred
Securities  at the time  Outstanding  shall  have the right to direct  the time,
method and place of conducting any  proceeding  for any remedy  available to the
Property  Trustee,  or exercising  any trust or power  conferred on the Property
Trustee with respect to the Preferred Securities;  provided,  however, that, the
Property Trustee shall have the right to decline to follow any such direction if
the Property  Trustee  being  advised by counsel  determines  that the action so
directed  may not lawfully be taken,  or if the  Property  Trustee in good faith
shall  determine that the proceedings so directed would be illegal or involve it
in  personal  liability  or be unduly  prejudicial  to the  rights of Holders of
Preferred  Securities not parties to such direction,  and provided  further that
nothing in this Trust Agreement  shall impair the right of the Property  Trustee
to take any  action  deemed  proper  by the  Property  Trustee  and which is not
inconsistent with such direction by such Holders.

         SECTION 6.02. NOTICE OF MEETINGS

         Notice of all meetings of the  Preferred  Securityholders,  stating the
time,  place and purpose of the  meeting,  shall be given by the  Administrative
Trustees  pursuant to Section 11.08 to each Preferred  Securityholder of record,
at his registered address, at least 15 days and not more than 90 days before the
meeting. At any such meeting, any business properly before the meeting may be so
considered  whether or not stated in the notice of the  meeting.  Any  adjourned
meeting may be held as adjourned without further notice.

         SECTION 6.03. MEETINGS OF PREFERRED SECURITYHOLDERS

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

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

         If a  quorum  is  present  at a  meeting,  an  affirmative  vote by the
Preferred Securityholders of record present, in person or by proxy, holding more
than 66-2/3% of the Preferred  Securities (based upon their Liquidation  Amount)
held by the Preferred  Securityholders of record present,


                                       37
<PAGE>

either in person or by proxy, at such meeting shall constitute the action of the
Securityholders,  unless  this  Trust  Agreement  requires  a greater  number of
affirmative votes.

         SECTION 6.04. VOTING RIGHTS

         Securityholders  shall be  entitled  to one vote  for  each  $1,000  of
Liquidation  Amount  represented  by their  Trust  Securities  in respect of any
matter as to which such Securityholders are entitled to vote; provided, however,
any Preferred  Securities that are owned by the Company, the Property Trustee or
the Delaware Trustee will, for purposes of any vote or consent, be treated as if
they were not outstanding.

         SECTION 6.05. PROXIES, ETC.

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

         SECTION 6.06. SECURITYHOLDER ACTION BY WRITTEN CONSENT

         Any action  which may be taken by  Securityholders  at a meeting may be
taken  without a meeting  if  Securityholders  holding  at least  66-2/3% of all
outstanding Trust Securities entitled to vote in respect of such action (or such
other proportion  thereof as shall be required by any express  provision of this
Trust  Agreement)  shall  consent  to the action in  writing  (based  upon their
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 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,  as the case may be, as a record date
for the determination of the identity of the  Securityholders of record for such
purposes.




                                       38
<PAGE>

         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 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.

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

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

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

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





                                       39
<PAGE>

         SECTION 6.09. INSPECTION OF RECORDS

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

                                  ARTICLE VII

                 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEES

         SECTION 7.01. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEES

         The Bank,  the Delaware  Bank,  the  Property  Trustee and the Delaware
Trustee,  each on behalf of and as to itself, hereby represents and warrants for
the benefit of the Depositor  and the  Securityholders  that:  (a) the Bank is a
banking  corporation or trust company duly  organized,  validly  existing and in
good standing  under the laws of the State of New York, and the Delaware Bank is
a banking corporation or trust company, duly organized,  validly existing and in
good standing under the laws of the State of Delaware;

            (b) each of the Bank and the Delaware Bank has full corporate power,
authority  and legal right to execute,  deliver  and perform  their  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 each of the Bank and the Delaware  Bank and  constitutes  the valid
and  legally  binding  agreement  of each of the  Bank  and the  Delaware  Bank,
enforceable  against it in  accordance  with its terms,  subject to  bankruptcy,
insolvency, fraudulent transfer, reorganization,  moratorium and similar laws of
general applicability  relating to or affecting creditors' rights and to general
equity principles;

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

            (e) neither the authorization,  execution or delivery by the Bank or
the Delaware Bank of this Trust  Agreement,  nor the  consummation of any of the
transactions  by the  Bank,  the  Property  Trustee,  the  Delaware  Bank or the
Delaware  Trustee (as  appropriate in context)  contemplated  herein or therein,
require the consent or  approval  of, the giving of notice


                                       40
<PAGE>

to, the registration  with or the taking of any other action with respect to any
governmental  authority  or  agency  under  any  existing  federal,  New York or
Delaware law  governing  the banking or trust powers of the Bank or the Delaware
Bank.

                                  ARTICLE VIII

                                  THE TRUSTEES

         SECTION 8.01. CERTAIN DUTIES AND RESPONSIBILITIES

            (a) The rights, duties and responsibilities of the Trustees shall be
as provided by this Trust  Agreement  and, in the case of the Property  Trustee,
the Trust Indenture Act. The Property Trustee,  other than during the occurrence
and continuation of an Event of Default,  undertakes to perform only such duties
as are  specifically  set forth in this Trust  Agreement  and,  upon an Event of
Default,  must  exercise  the same degree of care and skill as a prudent  person
would exercise or use in the conduct of his/her own affairs.  The Trustees shall
have  all  the  privileges,  rights  and  immunities  provided  by the  Delaware
Statutory Trust Act.  Notwithstanding the foregoing,  no provision of this Trust
Agreement  shall  require  the  Trustees  to expend  or risk  their own funds or
otherwise  incur any  financial  liability  in the  performance  of any of their
duties  hereunder,  or in the exercise of any of their rights or powers, if they
shall have  reasonable  grounds for  believing  that  repayment of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
them.  Whether or not therein  expressly  so provided,  every  provision of this
Trust  Agreement  relating  to the  conduct or  affecting  the  liability  of or
affording  protection to the Trustees shall be subject to the provisions of this
Section.  To the extent  that,  at law or in equity,  the  Delaware  Trustee has
duties  (including  fiduciary  duties) and liabilities  relating  thereto to the
Trust or to the Securityholders, the Delaware Trustee shall not be liable to the
Trust or to any Securityholder for the Delaware Trustee's good faith reliance on
the provisions of this Trust Agreement.  The provisions of this Trust Agreement,
to the extent that they  restrict  the duties and  liabilities  of the  Delaware
Trustee otherwise  existing at law or in equity, are agreed by the Depositor and
the Securityholders to replace such other duties and liabilities of the Delaware
Trustee.

            (b) All  payments  made by the  Property  Trustee  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 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.

         SECTION 8.02. NOTICE OF DEFAULTS

         Within 90 days  after  the  occurrence  of any  default,  the  Property
Trustee  shall  transmit,  in the manner and to the extent  provided  in Section
11.08,  notice of any  default  actually  known to


                                       41
<PAGE>

the Property Trustee to the Securityholders, the Administrative Trustees and the
Depositor, unless such default shall have been cured or waived before the giving
of such  notice,  provided  that the  Property  Trustee  shall be  protected  in
withholding such notice if and so long as the board of directors,  the executive
committee,  or a trust committee of directors and/or responsible officers of the
Property Trustee in good faith determines that the withholding of such notice is
in the interests of the  Securityholders.  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.

         SECTION 8.03. CERTAIN RIGHTS OF PROPERTY TRUSTEE

         Subject to the  provisions  of Section  8.01 and except as  provided by
law:

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

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

            (c) the Property  Trustee may consult with counsel or other  experts
of its selection and the written  advice of such counsel or other experts 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;

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


                                       42
<PAGE>

            (e)  the   Property   Trustee   shall  not  be  bound  to  make  any
investigation  into the facts or matters stated in any resolution,  certificate,
statement,   instrument,  opinion,  report,  notice,  request,  consent,  order,
approval,  bond or other 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;

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

            (g) 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;

            (h) the Property  Trustee  shall not be deemed to have notice of any
default or Event of Default unless an officer of the Property  Trustee  assigned
to its Corporate Trust Division has actual  knowledge  thereof or unless written
notice of any event which is in fact such a default is received by the  Property
Trustee at its corporate  trust  office,  and such notice  references  the Trust
Securities and this Trust Agreement; and

            (i) the rights,  privileges,  protections,  immunities  and benefits
given to the Property Trustee,  including,  without limitation,  its right to be
indemnified,  are extended to, and shall be enforceable by, the Property Trustee
in each of its respective capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.

         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 shall not be accountable
for the use or application by the Trust of the proceeds of the Trust  Securities
in accordance with Section 2.05.

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

         The  Property  Trustee  makes  no  representations  as to the  value or
condition of the property of the Trust or any part thereof. The Property Trustee
makes  no  representations  as to the  validity  or  sufficiency  of this  Trust
Agreement or the Trust Securities.

         SECTION 8.05. MAY HOLD SECURITIES

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


                                       43
<PAGE>


         SECTION 8.06. COMPENSATION; FEES; INDEMNITY

         The  Depositor,  as  obligor  of the  Junior  Subordinated  Debentures,
agrees:

            (a) 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);

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

            (c) to indemnify  each of the Trustees  for, and to hold each of the
Trustees  harmless  against,  any and all loss,  damage,  claims,  liability  or
expense  incurred without willful  misconduct,  negligence or bad faith on their
part,  arising out of or in connection with the acceptance or  administration of
this Trust Agreement,  including the costs and expenses of defending  themselves
against any claim (whether by the  Depositor,  any  Securityholder  or any other
person) or liability in connection  with the exercise or  performance  of any of
their powers or duties hereunder.

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

         SECTION 8.07. 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.

            (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  authorized  to conduct a trust  business and with its  principal
place of business  in the State of  Delaware  that shall act through one or more
persons authorized to bind such entity.


                                       44
<PAGE>


         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 provided by,
and  subject  to the  provisions  of,  the Trust  Indenture  Act and this  Trust
Agreement.  To the extent  permitted  by the Trust  Indenture  Act, the Property
Trustee  shall not be deemed to have a  conflicting  interest by virtue of being
trustee under the Guarantee.

         SECTION 8.09. CO-TRUSTEES AND SEPARATE TRUSTEE

         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 Holder of the Common Securities 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 Trust  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 an  Indenture  Event of Default has occurred and is
continuing,   the  Property   Trustee  alone  shall  have  power  to  make  such
appointment.  Any  co-trustee  or separate  trustee  appointed  pursuant to this
Section shall satisfy the requirements of Section 8.07.

         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:

                 (i) The Trust Securities shall be executed,  authenticated  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 hereunder, shall be exercised, solely by the Trustees.

                 (ii)  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


                                       45
<PAGE>

            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.

                 (iii) The Property  Trustee,  at any time,  by an instrument in
            writing  executed  by  it,  with  the  written  concurrence  of  the
            Depositor, may accept the resignation of or remove any co-trustee or
            separate  trustee  appointed  under this  Section,  and,  in case an
            Indenture  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.

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

                 (v) The Trustees  shall not be liable by reason of any act of a
            co-trustee or separate trustee.

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

         SECTION 8.10. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR

         No resignation  or removal of any Trustee (the "Relevant  Trustee") and
no appointment of a successor  Relevant  Trustee  pursuant to this Article shall
become  effective until the acceptance of appointment by the 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
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  an  Indenture  Event of  Default  shall  have  occurred  and be
continuing, the Relevant Trustee may be removed at any time by Act of the Holder
of the Common  Securities.  If an Indenture 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  in  Liquidation  Amount  of the  Preferred
Securities  Certificates,  delivered to the Relevant  Trustee (in its individual
capacity and on behalf of the Trust).

         If the Relevant Trustee shall resign, be removed or become incapable of
continuing to act as Trustee at a time when no Indenture  Event of Default shall
have occurred and be continuing,


                                       46
<PAGE>

the  Holder  of the  Common  Securities,  by Act of  the  Holder  of the  Common
Securities 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 an  Indenture  Event of  Default  shall  have
occurred and be continuing,  the Holders of Preferred Securities,  by Act of the
Securityholders of a majority in Liquidation Amount of the Preferred  Securities
then  outstanding  delivered to the retiring  Relevant  Trustee,  shall promptly
appoint a successor Relevant Trustee or Trustees, and the Relevant Trustee shall
comply  with the  applicable  requirements  of  Section  8.11.  If no  successor
Relevant  Trustee shall have been so appointed in  accordance  with this Section
8.10 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 11.08 and shall
give  notice  to the  Depositor.  Each  notice  shall  include  the  name of the
successor  Relevant  Trustee and the address of its corporate trust office if it
is the Property Trustee.

         Notwithstanding  the  foregoing  or any other  provision  of this Trust
Agreement,  in the event any Administrative Trustee or a Delaware Trustee who is
a natural  person  dies or becomes  incompetent  or  incapacitated,  the vacancy
created by such death,  incompetence  or incapacity may be filled by (i) the act
of the remaining Administrative Trustee or (ii) otherwise by the Depositor (with
the  successor in each case being an individual  who  satisfies the  eligibility
requirement   for   Administrative   Trustees   set  forth  in  Section   8.07).
Additionally, notwithstanding the foregoing or any other provision of this Trust
Agreement,  in the event the Depositor believes that any Administrative  Trustee
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).

         SECTION 8.11. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR

         In case of the appointment  hereunder of a successor  Relevant Trustee,
every such successor  Relevant  Trustee so appointed shall execute,  acknowledge
and  deliver to the Trust and to the  retiring  Relevant  Trustee an  instrument
accepting  such  appointment,  and thereupon the  resignation  or removal of the
retiring  Relevant  Trustee shall become  effective and 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 the request of the Depositor or the successor Relevant Trustee, such retiring
Relevant  Trustee  shall,  upon payment of its  charges,  execute and deliver an
instrument  transferring  to such  successor  Relevant  Trustee  all the rights,
powers and  trusts of the  retiring  Relevant  Trustee  and shall  duly  assign,
transfer and deliver to such successor  Relevant  Trustee all property and money
held by such retiring Relevant Trustee hereunder.

                                       47
<PAGE>


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

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

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

         Any Person into which the  Property  Trustee,  Delaware  Trustee or any
Administrative  Trustee which 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, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

         SECTION 8.13.  PREFERENTIAL  COLLECTION OF CLAIMS AGAINST  DEPOSITOR OR
TRUST

         If and when the Property  Trustee  shall be or become a creditor of the
Depositor  or the Trust  (or any  other  obligor  upon the  Junior  Subordinated
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).  For  purposes of
Section 311(b)(4) and (6) of the Trust Indenture Act:

            (a) "cash  transaction"  means any transaction in which full payment
for goods or  securities  sold is made within  seven days after  delivery of the
goods or securities in currency or in checks or other orders drawn upon banks or
bankers and payable upon demand; and

            (b)  "self-liquidating  paper"  means any draft,  bill of  exchange,
acceptance or  obligation  which is made,  drawn,  negotiated or incurred by the
Depositor or the Trust (or any such  obligor)  for the purpose of financing  the
purchase, processing,  manufacturing,  shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon,  the  goods,  wares or  merchandise  or the  receivables  or
proceeds  arising from the sale of the goods,  wares or  merchandise  previously
constituting  the  security;  provided  the security is received by the Property
Trustee  simultaneously with the creation of the creditor  relationship with the
Depositor or the Trust (or any such obligor)  arising from the making,  drawing,
negotiating  or  incurring  of  the  draft,  bill  of  exchange,  acceptance  or
obligation.

         SECTION 8.14. REPORTS BY PROPERTY TRUSTEE

            (a) Within 60 days after May 15 of each year commencing with May 15,
2004,  if required by Section  313(a) of the Trust  Indenture  Act, the Property
Trustee  shall  transmit a brief  report dated as of such May 15 with respect to
any of the events  specified in such Section 313(a) that may have occurred since
the later of the date of this Trust Agreement or the preceding May 15.


                                       48
<PAGE>

            (b) The  Property  Trustee  shall  transmit to  Securityholders  the
reports  required  by  Section  313(b) of the Trust  Indenture  Act at the times
specified therein.

            (c) Reports  pursuant to this Section  shall be  transmitted  in the
manner  and to the  Persons  required  by  Sections  313(c) and (d) of the Trust
Indenture Act.

         SECTION 8.15. REPORTS TO THE PROPERTY TRUSTEE

         The  Depositor and the  Administrative  Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and, within 120 days
after the end of each fiscal year of the Depositor,  the compliance  certificate
required by Section  314(a)(4) of the Trust Indenture Act in the form and in the
manner required by Section 314 of the Trust Indenture Act.

         Delivery of such  reports,  information  and  documents 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.

         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 an
Officers'  Certificate  and an  Opinion  of  Counsel  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  pursuant  to  Section  314(c)  of the  Trust
Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

         SECTION 8.17. NUMBER OF TRUSTEES

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

            (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 the Trust. Whenever a vacancy in the number of Administrative  Trustees
shall  occur,   until  such  vacancy  is  filled  by  the   appointment   of  an
Administrative  Trustee in  accordance  with Section  8.10,  the  Administrative
Trustees in office,  regardless of their number (and  notwithstanding  any other
provision  of this  Trust  Agreement),  shall  have all  powers  granted  to the
Administrative  Trustees  and  shall  discharge  the  duties  imposed  upon  the
Administrative Trustees by this Trust Agreement.


                                       49
<PAGE>


         SECTION 8.18. DELEGATION OF POWER

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

            (b) The  Administrative  Trustees  shall have power to delegate from
time to time to such of their number 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.   ENFORCEMENT   OF  RIGHTS  OF   PROPERTY   TRUSTEE  BY
SECURITYHOLDERS

         If (i) the Trust fails to pay  Distributions  in full on the  Preferred
Securities  for more than  five  consecutive  years at any one time,  or (ii) an
Event of  Default  occurs  and is  continuing,  then the  Holders  of  Preferred
Securities  will rely on the  enforcement by the Property  Trustee of its rights
against  the  Company as the holder of the Junior  Subordinated  Debentures.  In
addition,  the  Holders of a majority  in  aggregate  Liquidation  Amount of the
Preferred  Securities will have the right to direct the time,  method, and place
of conducting any proceeding for any remedy available to the Property Trustee or
to direct the exercise of any trust or power conferred upon the Property Trustee
under this Trust  Agreement,  including the right to direct the Property Trustee
to exercise the remedies available to it as a holder of the Junior  Subordinated
Debentures;  provided that such direction shall not be in conflict with any rule
of law or with this Trust Agreement,  and could not involve the Property Trustee
in personal liability in circumstances  where reasonable  indemnity would not be
adequate.  If the Property  Trustee fails to enforce its rights under the Junior
Subordinated  Debentures,  a Holder of Preferred  Securities may, to the fullest
extent  permitted by applicable law,  institute a legal  proceeding  against the
Company  to  enforce  its  rights  under  this  Trust  Agreement  without  first
instituting  any legal  proceeding  against  the  Property  Trustee or any other
Person,  including the Trust;  it being  understood  and intended that no one or
more of such Holders shall have any right in any manner whatsoever by virtue of,
or by availing of, any provision of this Trust  Agreement to affect,  disturb or
prejudice  the  rights of any other of such  Holders  or to obtain or to seek to
obtain  priority or preference  over any other of such Holders or to enforce any
right under this Trust  Agreement,  except in the manner herein provided and for
the  equal  and  ratable  benefit  of  all  such  Holders.  Notwithstanding  the
foregoing,  a Holder of Preferred  Securities  may institute a legal  proceeding
directly  against the Company,  without  first  instituting  a legal  proceeding
against or requesting or directing that action be taken by the Property  Trustee
or any other Person,  for  enforcement of payment to such Holder of principal of
or  interest on the Junior  Subordinated  Debentures  having a principal  amount
equal to the aggregate stated liquidation amount of the Preferred  Securities of
such Holder on or after the due dates therefor  specified or provided for in the
Junior Subordinated Debentures. The Company shall be subrogated to all rights of
the  Holders of  Preferred  Securities  in respect of any  amounts  paid to such
Holders by the Company pursuant to this Section.


                                       50
<PAGE>


         SECTION 8.20. DELAWARE TRUSTEE

            (a) Notwithstanding any other provision of this Trust Agreement, 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
Administrative  Trustees  or  the  Property  Trustee  described  in  this  Trust
Agreement.  The  Delaware  Trustee  shall be a trustee  for the sole and limited
purpose of  fulfilling  the  requirements  of ss.3807 of the Delaware  Statutory
Trust Act.

            (b) It is expressly understood and agreed by the parties hereto that
in fulfilling  its  obligations as Delaware  Trustee  hereunder on behalf of the
Trust (i) any  agreements or  instruments  executed and delivered by The Bank of
New York  (Delaware) are executed and delivered not in its  individual  capacity
but solely as Delaware Trustee under this Trust Agreement in the exercise of the
powers  and   authority   conferred   and  vested  in  it,   (ii)  each  of  the
representations,  undertakings  and  agreements  herein  made on the part of the
Trust  is made  and  intended  not as  representations,  warranties,  covenants,
undertakings and agreements by The Bank of New York (Delaware) in its individual
capacity but is made and intended for the purpose of binding only the Trust, and
(iii)  under no  circumstances  shall  The Bank of New  York  (Delaware)  in its
individual  capacity be personally liable for the payment of any indebtedness or
expenses of the Trust or be liable for the breach or failure of any  obligation,
representation,  warranty or covenant made or undertaken by the Trust under this
Trust Agreement, except if such breach or failure is due to any gross negligence
or willful misconduct of the Delaware Trustee.

                                   ARTICLE IX

                           TERMINATION AND LIQUIDATION

         SECTION 9.01. TERMINATION UPON EXPIRATION DATE

         The  Trust  shall  automatically  terminate  on  December  1, 2043 (the
"Expiration Date") or earlier pursuant to Section 9.02.

         SECTION 9.02. EARLY TERMINATION

         Upon the  first to occur of any of the  following  events  (such  first
occurrence,  an "Early  Termination  Event"),  the Trust shall be dissolved  and
terminated in accordance with the terms hereof:

                 (i) the  occurrence  of a  Bankruptcy  Event in  respect of the
            Depositor,  dissolution  or  liquidation  of the  Depositor,  or the
            dissolution of the Trust pursuant to judicial decree;

                 (ii) the delivery of written  direction to the Property Trustee
            by the Depositor at any time (which direction is optional and wholly
            within the  discretion of the  Depositor) to terminate the Trust and
            distribute the Junior Subordinated  Debentures to Securityholders as
            provided in Section 9.04; and


                                       51
<PAGE>


                 (iii) the  payment  at  maturity  or  redemption  of all of the
            Junior Subordinated Debentures, and the consequent redemption of all
            of the Preferred Securities.

         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:  (a) 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  4.04,  of all  amounts  or
instruments  required to be distributed  hereunder upon the final payment of the
Trust Securities; (b) the payment of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
the  performance of any tax reporting  obligations  with respect to the Trust or
the Securityholders.

         SECTION 9.04. LIQUIDATION

            (a) If any Early  Termination  Event  specified  in  clause  (ii) of
Section  9.02 occurs,  the Trust shall be  liquidated  and the Property  Trustee
shall distribute the Junior  Subordinated  Debentures to the  Securityholders as
provided in this Section 9.04.

            (b) In connection  with a  distribution  of the Junior  Subordinated
Debentures,  each Holder of Trust Securities shall be entitled to receive, after
the  satisfaction  of  liabilities  to creditors of the Trust (as evidenced by a
certificate  of  the   Administrative   Trustees),   a  Like  Amount  of  Junior
Subordinated  Debentures.  Notice of liquidation  shall be given by the Property
Trustee by first-class mail, postage prepaid,  mailed not later than 30 nor more
than 60 days prior to the Liquidation Date to each Holder of Trust Securities at
such  Holder's  address  appearing in the  Securities  Register.  All notices of
liquidation shall:

                 (i) state the Liquidation Date;

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

                 (iii) provide such information with respect to the mechanics by
            which Holders may exchange Trust Securities  Certificates for Junior
            Subordinated  Debentures  as  the  Administrative  Trustees  or  the
            Property Trustee shall deem appropriate.

            (c) In order to effect the liquidation of the Trust and distribution
of the Junior Subordinated  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 Junior  Subordinated  Debentures in exchange for the Outstanding
Trust Securities Certificates.


                                       52
<PAGE>

            (d) After the  Liquidation  Date, (i) the Trust  Securities  will no
longer be deemed to be Outstanding, (ii) certificates representing a Like Amount
of Junior Subordinated  Debentures will be issued to Holders of Trust Securities
Certificates, upon surrender of such certificates to the Administrative Trustees
or their agent for  exchange,  (iii) any Trust  Securities  Certificates  not so
surrendered  for  exchange  will be deemed to  represent a Like Amount of Junior
Subordinated  Debentures,  accruing  interest  at the rate  provided  for in the
Junior Subordinated  Debentures from the last Distribution Payment Date on which
a Distribution was made on such Trust  Certificates  until such certificates are
so surrendered (and until such  certificates are so surrendered,  no payments of
interest or principal will be made to Holders of Trust  Securities  Certificates
with  respect to such  Junior  Subordinated  Debentures)  and (iv) all rights of
Securityholders  holding Trust  Securities will cease,  except the right of such
Securityholders  to receive  Junior  Subordinated  Debentures  upon surrender of
Trust Securities Certificates.

            (e) The  Depositor  will use its  best  efforts  to have the  Junior
Subordinated  Debentures  that are  distributed  in exchange  for the  Preferred
Securities to be listed on such securities exchange as the Preferred  Securities
are then  listed.  The  Depositor  may  elect to have  the  Junior  Subordinated
Debentures  issued in  book-entry  form to the  Clearing  Agency or its  nominee
pursuant to a Certificate Depository Agreement.

         SECTION 9.05. BANKRUPTCY

         If an Early  Termination  Event specified in clause (i) of Section 9.02
has  occurred,  the  Trust  shall be  liquidated.  The  Property  Trustee  shall
distribute the Junior Subordinated Debentures to the Securityholders as provided
in Section 9.04,  unless such  distribution is determined by the  Administrative
Trustees  not to be  practical,  in which event the Holders  will be entitled to
receive  out  of  the  assets  of  the  Trust  available  for   distribution  to
Securityholders, after satisfaction of liabilities to creditors, an amount equal
to  the   Liquidation   Amount  per  Trust  Security  plus  accrued  and  unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution").  If  such  Liquidation  Distribution  can be  paid  only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation  Distribution,  then, subject to the next succeeding  sentence,  the
amounts payable by the Trust on the Trust Securities shall be paid on a pro rata
basis (based upon Liquidation Amounts). The Holder of the Common Securities will
be  entitled to receive  Liquidation  Distributions  upon any such  dissolution,
winding-up or termination  pro rata  (determined  as aforesaid)  with Holders of
Preferred Securities, except that, if an Indenture Event of Default has occurred
and is  continuing,  the  Preferred  Securities  shall have a priority  over the
Common Securities.

         SECTION 9.06. CERTIFICATE OF CANCELLATION

         A Certificate of Cancellation ("Certificate") to terminate and dissolve
the Trust (as  permitted  hereby) may be signed by any  Administrative  Trustee,
individually,  in such capacity so long as such Certificate  fully complies with
all legal requirements.




                                       53
<PAGE>

                                   ARTICLE X

                             REMARKETING PROCEDURES

         SECTION 10.01. ELECTION TO REMARKET

         If the Company, and the Administrative Trustees acting at the direction
of the Company, elect to conduct a Remarketing,  the Trust, not less than 20 nor
more than 35  Business  Days prior to the  related  Election  Date,  is required
pursuant to Section  4.02(b) to give the written notice of proposed  Remarketing
of the Preferred  Securities to the Clearing Agency,  the Property Trustee,  the
Indenture  Trustee,  the  Remarketing  Agent and the  Calculation  Agent. If the
Preferred  Securities  are not issued in global,  fully  registered  form to the
Clearing  Agency,  such notice shall be delivered to the Holders  instead of the
Clearing Agency.  As required by Section 4.02(b),  such notice will describe the
Remarketing  and will indicate the length of the proposed new Fixed Rate Period,
the proposed  Remarketing  Date and any  redemption  provisions  that will apply
during such new Fixed Rate Period.  At any time prior to the Election  Date, the
Company and the Administrative  Trustees may elect to terminate a Remarketing by
giving the Clearing  Agency (or the Holders,  as  applicable),  the  Remarketing
Agent, the Property  Trustee,  the Indenture  Trustee and the Calculation  Agent
written notice of such termination.

         SECTION 10.02. NOTICE OF ELECTION

            (a) Not later than 4:00 P.M.,  New York City  time,  on an  Election
Date,  each Holder of Preferred  Securities may give,  through the facilities of
the Clearing Agency in the case of Book-Entry Preferred Securities Certificates,
a written notice to the Property Trustee of its election  ("Notice of Election")
(i) to retain  and not to have all or any  portion of the  Preferred  Securities
owned by it remarketed in the  Remarketing  or (ii) to tender all or any portion
of such Preferred  Securities for purchase in the Remarketing (such portion,  in
either  case,  is to be in the  Liquidation  Amount of  $1,000  or any  integral
multiple thereof).  Any Notice of Election given to the Property Trustee will be
irrevocable and may not be conditioned upon the level at which the Fixed Rate is
established in the Remarketing. Promptly after 4:30 P.M., New York City time, on
such  Election  Date,  the  Property  Trustee,  based on the Notices of Election
received by it through the Clearing  Agency (or from the Holders,  if Definitive
Preferred  Securities  Certificates  have been issued) prior to such time,  will
notify the Administrative Trustees, the Company and the Remarketing Agent of the
number of Preferred Securities to be retained by holders of Preferred Securities
and the number of Preferred Securities tendered for purchase in the Remarketing.

            (b) If any Holder of Preferred Securities gives a Notice of Election
to  tender  Preferred  Securities  as  described  in  10.02(a),   the  Preferred
Securities  so subject to such Notice of Election  will be deemed  tendered  for
purchase  in the  Remarketing,  notwithstanding  any  failure by such  Holder to
deliver or properly deliver such Preferred  Securities to the Remarketing  Agent
for purchase.  If any Holder of Preferred  Securities  fails timely to deliver a
Notice of Election, as described above, such Preferred Securities will be deemed
tendered for purchase in such Remarketing,  notwithstanding  such failure or the
failure by such Holder to deliver or properly deliver such Preferred  Securities
to the Remarketing Agent for purchase.


                                       54
<PAGE>

            (c) The  right  of  each  Holder  of  Preferred  Securities  to have
Preferred  Securities  tendered for purchase in the Remarketing shall be limited
to the extent that (i) the Remarketing Agent conducts a Remarketing  pursuant to
the terms of the Remarketing Agreement,  (ii) Preferred Securities tendered have
not been called for redemption,  (iii) the  Remarketing  Agent is able to find a
purchaser or purchasers  for tendered  Preferred  Securities at a Fixed Rate and
(iv) such  purchaser or purchasers  deliver the purchase  price  therefor to the
Remarketing Agent.

            (d) Any Holder of Preferred  Securities  that desires to continue to
retain a number of Preferred Securities,  but only if the Fixed Rate is not less
than a  specified  rate per annum,  shall  submit a Notice of Election to tender
such Preferred  Securities  pursuant to this Section 10.02 and separately notify
the Remarketing  Agent of its interest at the telephone  number set forth in the
notice of Remarketing  delivered  pursuant to Section  10.01.  If such Holder so
notifies the Remarketing Agent, the Remarketing Agent will give priority to such
Holder's  purchase of such number of  Preferred  Securities  in the  Remarketing
providing that the Fixed Rate is not less than such specified rate.

         SECTION 10.03. DETERMINATION OF DISTRIBUTION RATE

            (a) If  Holders  submit  Notices  of  Election  to retain all of the
Preferred  Securities  then  outstanding,  the  Fixed  Rate  will  be  the  rate
determined by the Remarketing  Agent, in its sole  discretion,  as the rate that
would  have  been  established  had a  Remarketing  been  held  on  the  related
Remarketing Date.

            (b) On any  Remarketing  Date  on  which  the  Remarketing  is to be
conducted,  the Remarketing  Agent will use commercially  reasonable  efforts to
remarket, at a price equal to 100% of the Liquidation Amount thereof,  Preferred
Securities  tendered  or deemed  tendered  for  purchase.  Except as provided in
Section 10.03(a),  if, as a result of such efforts, on any Remarketing Date, the
Remarketing  Agent has determined that it will be able to remarket all Preferred
Securities  tendered or deemed  tendered  for purchase in the  Remarketing  at a
Fixed Rate and at a price of $1,000 per Preferred Security,  prior to 4:00 P.M.,
New York City  time,  on such  Remarketing  Date,  the  Remarketing  Agent  will
determine  the Fixed  Rate,  which  will be the rate per annum  (rounded  to the
nearest  one-thousandth  (0.001) of one percent per annum) which the Remarketing
Agent determines,  in its sole judgment,  to be the lowest Fixed Rate per annum,
if any,  that will enable it to remarket all  Preferred  Securities  tendered or
deemed tendered for Remarketing at a price of $1,000 per Preferred Security.

            (c) If the Remarketing Agent is unable to remarket by 4:00 P.M., New
York City time on the third  Business  Day prior to the  Remarketing  Settlement
Date, all Preferred  Securities  tendered or deemed tendered for a purchase at a
price of $1,000  per  Preferred  Security,  the  Distribution  Rate for the next
Distribution  Period shall be the Floating Rate and the new Distribution  Period
shall be a Floating Rate Period.  In such case, no Preferred  Securities will be
sold in the  Remarketing  and each  Holder will  continue to hold its  Preferred
Securities at such Floating Rate during such Floating Rate Period.

            (d) All  Preferred  Securities  tendered  or deemed  tendered in the
Remarketing  will be  automatically  delivered to the account of the Remarketing
Agent  through the  facilities  of


                                       55
<PAGE>


the  Clearing  Agency  against  payment of the  purchase  price  therefor on the
Remarketing  Settlement  Date.  The  Remarketing  Agent will make payment to the
Clearing Agency Participant of each tendering holder of Preferred  Securities in
the  Remarketing  through the facilities of the Clearing  Agency by the close of
business on the Remarketing Settlement Date.

         In accordance  with the Clearing  Agency's  normal  procedures,  on the
Remarketing  Settlement  Date, the  transaction  described above with respect to
each Preferred  Security  tendered for purchase and sold in the Remarketing will
be  executed  through  the  Clearing  Agency  Participants,  will be debited and
credited and such Preferred  Securities  delivered by book entry as necessary to
effect purchases and sales of such Preferred Securities.  The Clearing Agency is
expected to make payment in accordance with its normal procedures.

         This  Section   10.03(d)  shall  not  apply  if  Definitive   Preferred
Securities Certificates have been issued.

            (e) If any Holder selling  Preferred  Securities in the  Remarketing
fails to deliver such Preferred  Securities,  the Clearing Agency Participant of
such selling Holder and of any other person that was to have purchased Preferred
Securities in the  Remarketing  may deliver to any such other person a number of
Preferred  Securities that is less than the number of Preferred  Securities that
otherwise  was to be  purchased  by such  person.  In such event,  the number of
Preferred  Securities  to be so delivered  will be  determined  by such Clearing
Agency  Participant  and delivery of such lesser number of Preferred  Securities
will  constitute  good delivery.  This  paragraph  shall not apply if Definitive
Preferred Securities Certificates have been issued.

         The  Remarketing  Agent is not  obligated  to  purchase  any  Preferred
Securities  that would  otherwise  remain unsold in a  Remarketing.  Neither the
Trust, any Trustee,  the Company nor the Remarketing Agent shall be obligated in
any case to provide  funds to make payment  upon tender of Preferred  Securities
for Remarketing.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01. GUARANTEE BY THE DEPOSITOR

         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")  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
of any Preferred  Securities or other similar interests in the Trust the amounts
due such Holders pursuant to the terms of the Preferred Securities or such other
similar interests,  as the case may be. This guarantee 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.


                                       56
<PAGE>


         SECTION 11.02. LIMITATION OF RIGHTS OF SECURITYHOLDERS

         The death or incapacity of any Person having an interest, beneficial or
otherwise,  in a Trust  Security  shall not  operate  to  terminate  this  Trust
Agreement,  nor entitle the legal representatives or heirs of such Person or any
Securityholder for such Person, to claim an accounting, take any action or bring
any  proceeding  in and  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 11.03. AMENDMENT

            (a) This Trust  Agreement  may be  amended  from time to time by the
Property  Trustee  and the Holders of a Majority  in  Liquidation  Amount of the
Common Securities, without the consent of any Holder of the Preferred Securities
(i) to cure any ambiguity,  correct or supplement any provision herein which may
be inconsistent with any other provision herein, or to make any other provisions
with  respect to  matters  or  questions  arising  under  this Trust  Agreement;
provided,  however,  that  such  amendment  shall  not  adversely  affect in any
material  respect  the  interests  of any  Holder of Trust  Securities;  (ii) to
facilitate   the  tendering,   remarketing   and  settlement  of  the  Preferred
Securities,  as herein  contemplated;  (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 taxable  other  than as a grantor  trust for
United States federal income tax purposes at any time that any Trust  Securities
are  Outstanding or to ensure that the Trust will not be required to register as
an investment  company under the  Investment  Company Act; or (iv) in accordance
with the requirements of Section 8.11.

            (b) Except as provided in Section 11.03(c) hereof,  any provision of
this Trust Agreement may be amended by the Property Trustee and the Holders of a
Majority in Liquidation  Amount of the Common Securities with (i) the consent of
Holders  of  at  least  a  Majority  in  Liquidation  Amount  of  the  Preferred
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 being taxable as a
grantor  trust for United  States  federal  income tax  purposes  or the Trust's
exemption  from status of an "investment  company" under the Investment  Company
Act.

            (c) In addition to and  notwithstanding  any other provision in this
Trust  Agreement,  without the  consent of each  affected  Securityholder  (such
consent  being  obtained in accordance  with Section 6.03 or 6.06 hereof),  this
Trust  Agreement  may not be  amended  to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution  required to be made in respect of the Trust Securities as of a
specified  date; (ii) restrict the right of a  Securityholder  to institute suit
for the  enforcement  of any such payment on or after such date; or (iii) change
the consent required pursuant to this Section 11.03.

            (d)  Notwithstanding  any other  provisions of this Trust Agreement,
the  Trustees  shall not enter into or consent  to any  amendment  to this Trust
Agreement  which  would  cause  the  Trust to fail or cease to  qualify  for the
exemption from status of an "investment company" under the Investment


                                       57
<PAGE>

Company Act of 1940, as amended, afforded by Rule 3a-5 thereunder.

            (e) Without the consent of the Depositor,  the Calculation  Agent or
the Remarketing Agent, this Trust Agreement may not be amended in a manner which
imposes any additional obligation on the Depositor, the Calculation Agent or the
Remarketing Agent, as the case may be.  Notwithstanding  any other provisions of
this Trust  Agreement,  the consent of the Delaware Trustee shall be required to
amend any  provision of, or add any  provision  to, this Trust  Agreement  which
affects the  Delaware  Trustee's  rights,  duties,  immunities,  liabilities  or
otherwise.  In executing any amendment  permitted by this Trust  Agreement,  the
Trustees  shall be entitled to receive,  and (subject to Section  8.01) shall be
fully  protected  in relying  upon an  Officer's  Certificate  and an Opinion of
Counsel  stating that the execution of such amendment is authorized or permitted
by this Trust  Agreement.  Any Trustee may, but shall not be obligated to, enter
into any such  amendment  which  affects  such  Trustee's  own  rights,  duties,
immunities or liabilities under this Trust Agreement or otherwise.

            (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.

         SECTION 11.04. 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.

         SECTION 11.05. 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 INTERNAL LAWS OF THE STATE OF DELAWARE.

         SECTION 11.06. SUCCESSORS

         This  Trust  Agreement  shall be  binding  upon and shall  inure to the
benefit  of any  successor  to both the Trust and the  Trustees,  including  any
successor by operation of law.

         SECTION 11.07. HEADINGS

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

         SECTION 11.08. 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,  first-class  postage prepaid, in


                                       58
<PAGE>


the United States mail, hand delivery or facsimile  transmission,  in each case,
addressed,  (i) in the case of a  Preferred  Securityholder,  to such  Preferred
Securityholder  as  such   Securityholder's  name  and  address  appear  on  the
Securities  Register and, (ii) in the case of the Common  Securityholder  or the
Depositor,  to Southwestern Electric Power Company, 1 Riverside Plaza, Columbus,
Ohio 43215, Attention: Treasurer, Facsimile No. (614) 716-1687, or to such other
address as the Common  Securityholder or the Depositor may give notice of to the
Property  Trustee  and the  Delaware  Trustee.  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 or the Trustees  shall be given in writing  addressed as follows:  (i)
with respect to the Property Trustee and the Delaware  Trustee,  The Bank of New
York, 101 Barclay Street, New York, New York 10286,  Attention:  Corporate Trust
Division,  Facsimile No. (212) 815-3272; The Bank of New York (Delaware),  White
Clay Center,  Route 273,  Newark,  Delaware  19711,  Attention:  Corporate Trust
Administration,  Facsimile  No. (302)  283-8279,  as the case may be, or to such
other address as the Property Trustee or the Delaware Trustee may give notice of
to the Depositor;  and (ii) with respect to the Administrative Trustees, to them
at  the  address  above  for  notices  to  the  Depositor,   marked   Attention:
Administrative  Trustees of SWEPCo Capital Trust I, c/o Treasurer.  Such notice,
demand  or other  communication  to or upon the Trust or the  Trustees  shall be
deemed to have been  sufficiently  given or made only upon actual receipt of the
writing by the applicable Trustee.

         Any notice,  demand or other  communication  which by any  provision of
this Trust  Agreement is required or permitted to be served upon the Calculation
Agent  or the  Remarketing  Agreement  shall be  given  in  accordance  with the
Calculation Agent Agreement or the Remarketing Agreement, respectively.

         SECTION 11.09. 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 11.09, the 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 stopped and precluded therefrom
and such other  defenses,  if any, as counsel for the  Trustees or the Trust may
assert.  The  provisions of this Section 11.09 shall survive the  termination of
this Trust Agreement.


                                       59
<PAGE>

         SECTION 11.10. CONFLICT WITH TRUST INDENTURE ACT

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

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

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

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

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



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

                                            SOUTHWESTERN ELECTRIC POWER COMPANY,
                                                   as Depositor


                                            By:
                                               -------------------------------
                                               Name:  Wendy G. Hargus
                                               Title: Assistant Treasurer


                                                      THE BANK OF NEW YORK,
                                                      as Property Trustee



                                       60
<PAGE>

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



                                            THE BANK OF NEW YORK (DELAWARE)
                                               as Delaware Trustee



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


                                            ------------------------------------
                                                      Wendy G. Hargus
                                                as Administrative Trustee




                                            ------------------------------------
                                                      Jeffrey D. Cross
                                                as Administrative Trustee












                                       61
<PAGE>


                                    EXHIBIT A

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation  ("DTC"), to SWEPCo Capital
Trust I or its agent for registration of transfer,  exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized  representative of DTC (and any payment made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of DTC),  any transfer,  pledge or other use hereof for value or
otherwise  by or to any person is  wrongful  inasmuch  as the  registered  owner
thereof, Cede & Co., has an interest herein.*

Certificate Number                                Number of Preferred Securities

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

      P-_                                            CUSIP NO. 870695 AA 1


                   Certificate Evidencing Preferred Securities
                                       of
                             SWEPCo Capital Trust I

                       Flexible Trust Preferred Securities
                      (Five Year Initial Fixed Rate Period)
               (Liquidation Amount $1,000 per Preferred Security)

                  SWEPCo  Capital  Trust I, a statutory  trust created under the
laws of the State of Delaware (the "Trust"),  hereby  certifies that Cede & Co.*
(the "Holder") is the registered owner of _____ (_______)  preferred  securities
of the Trust representing  undivided  beneficial  interests in the assets of the
Trust and  designated  the  SWEPCo  Capital  Trust I  Flexible  Trust  Preferred
Securities (Five Year Initial Fixed Rate Period)  (Liquidation Amount $1,000 per
Preferred Security) (the "Preferred  Securities").  The Preferred Securities are
transferable  on the  books and  records  of the  Trust,  in person or by a duly
authorized  attorney,  upon surrender of this  certificate  duly endorsed and in
proper form for transfer as provided in Section 5.04 of the Trust  Agreement (as
defined below). The designations, rights, privileges, restrictions,  preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities  represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated  Trust  Agreement of the Trust,  dated as of September 1, 2003,  as the
same may be amended  from time to time (the "Trust  Agreement"),  including  the
designation  of the terms of  Preferred  Securities  as set forth  therein.  The
holder of this  certificate  is  entitled  to the  benefits  of a  guarantee  by
Southwestern  Electric Power Company,  a Delaware  corporation  (the "Company"),
pursuant to a Guarantee  Agreement between the Company and The Bank of New York,
as guarantee trustee,  dated as of September 1, 2003, as the same may be amended
from time to time (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.


                                       A-1
<PAGE>


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

*Insert in Book-Entry Preferred Securities Certificates only

         IN  WITNESS  WHEREOF,  the  Administrative  Trustees  of the Trust have
         executed this certificate this ____ day of _______, ____.

                                            SWEPCO CAPITAL TRUST I


                                            By:
                                               ---------------------------------
                                                    Wendy G. Hargus,
                                                    As Administrative Trustee


                                            By:
                                               ---------------------------------
                                                    Jeffrey D. Cross,
                                                    As Administrative Trustee



                          CERTIFICATE OF AUTHENTICATION

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

                                            ------------------------------------
                                            as Administrative Trustee







                                      A-2
<PAGE>

                                   ASSIGNMENT

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

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

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

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

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


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

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

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

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


(Insert address and zip code of assignee)
and irrevocably appoints

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

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

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


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

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

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

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


                                      A-3
<PAGE>


                                    EXHIBIT B

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         THIS AGREEMENT AS TO EXPENSES AND  LIABILITIES  (this  "Agreement")  is
made as of September 1, 2003,  between  Southwestern  Electric Power Company,  a
Delaware  corporation  (the  "Company"),  and SWEPCo Capital Trust I, a Delaware
statutory trust (the "Trust").

         WHEREAS,  the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Junior Subordinated  Debentures from the Company and
to issue and sell SWEPCo  Capital Trust I Flexible  Trust  Preferred  Securities
(the "Preferred  Securities")  with such powers,  preferences and special rights
and restrictions as are set forth in the Amended and Restated Trust Agreement of
the Trust dated as of  September 1, 2003 as the same may be amended from time to
time (the "Trust Agreement"); and

         WHEREAS,   the  Company  is  the  issuer  of  the  Junior  Subordinated
Debentures.

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

                                    ARTICLE I

         Section  1.01.  GUARANTEE  BY THE  COMPANY.  Subject  to the  terms and
conditions  hereof,  the  Company,   as  obligor  of  the  Junior   Subordinated
Debentures,  hereby irrevocably and unconditionally guarantees to each person or
entity to whom the Trust is now or  hereafter  becomes  indebted  or liable (the
"Beneficiaries")  the full payment,  when and as due, of any and all Obligations
(as hereinafter  defined) to such Beneficiaries.  As used herein,  "Obligations"
means any  indebtedness,  expenses  or  liabilities  of the  Trust,  other  than
obligations of the Trust to pay to holders of any Preferred  Securities or other
similar  interests  in the Trust the  amounts due such  holders  pursuant to the
terms of the Preferred  Securities or such other similar interests,  as the case
may  be.  This  Agreement  is  intended  to be for  the  benefit  of,  and to be
enforceable by, all such  Beneficiaries,  whether or not such Beneficiaries have
received notice hereof.

         Section 1.02. 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  Securities or any  Beneficiary  must restore payment of any sums paid
under the  Preferred  Securities,  under  any  Obligation,  under the  Guarantee
Agreement  dated the date  hereof by the  Company  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.



                                       B-1
<PAGE>

         Section  1.03.  WAIVER OF NOTICE.  The Company  hereby waives notice of
acceptance of this  Agreement  and of any  Obligation to which it applies or may
apply, and the Company hereby waives presentment,  demand for payment,  protest,
notice of  nonpayment,  notice of dishonor,  notice of redemption  and all other
notices and demands.

         Section 1.04. NO IMPAIRMENT. The obligations, covenants, agreements and
duties of the  Company  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.

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

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

                                   ARTICLE II

         Section 2.01. BINDING EFFECT.  All guarantees and agreements  contained
in this Agreement shall bind the successors,  assigns,  receivers,  trustees and
representatives   of  the  Company  and  shall  inure  to  the  benefit  of  the
Beneficiaries.

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

         Section  2.03.  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:


                                       B-2
<PAGE>


                           SWEPCo Capital Trust I
                           c/o The Bank of New York
                           101 Barclay Street, 8W
                           New York, New York  10286
                           Facsimile No.: (212) 815-5707
                           Attention:  Corporate Trust Administration


                           Southwestern Electric Power Company
                           1 Riverside Plaza
                           Columbus, Ohio 43215
                           Facsimile No.: (614) 716-1687
                           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.

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

                                            SOUTHWESTERN ELECTRIC POWER COMPANY


                                            By:
                                                --------------------------------
                                                Wendy G. Hargus
                                                Assistant Treasurer

                                                SWEPCO CAPITAL TRUST I


                                            By:
                                                --------------------------------
                                                Jeffrey D. Cross
                                                as Administrative Trustee






                                      B-3
<PAGE>


                                    EXHIBIT C

      THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST
                          AGREEMENT REFERRED TO HEREIN


Certificate Number C-1                               Number of Common Securities

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


                    Certificate Evidencing Common Securities
                                       of
                             SWEPCo Capital Trust I

                                Common Securities
                 (Liquidation Amount $1,000 per Common Security)

         SWEPCo Capital Trust I, a statutory trust created under the laws of the
State of Delaware (the "Trust"),  hereby  certifies that  Southwestern  Electric
Power Company (the "Holder") is the registered owner of _____________  (_______)
common securities of the Trust representing  undivided  beneficial  interests in
the assets of the Trust and designated the Common Securities (Liquidation Amount
$1,000 per Common  Security)  (the  "Common  Securities").  In  accordance  with
Section 5.10 of the Trust Agreement (as defined below) the Common Securities are
not  transferable,  except  by  operation  of law or as  permitted  by the Trust
Agreement  referred to herein,  and any attempted transfer hereof shall be void.
The designations, rights, privileges, restrictions,  preferences and other terms
and provisions of the Common  Securities are set forth in, and this  certificate
and the  Common  Securities  represented  hereby  are  issued  and  shall in all
respects be subject to the terms and  provisions  of, the  Amended and  Restated
Trust  Agreement of the Trust dated as of September 1, 2003,  as the same may be
amended from time to time (the "Trust Agreement"),  including the designation of
the terms of the  Common  Securities  as set forth  therein.  The holder of this
certificate is entitled to the benefits of a guarantee by Southwestern  Electric
Power Company, a Delaware  corporation (the "Company"),  pursuant to a Guarantee
Agreement  between the Company and The Bank of New York,  as guarantee  trustee,
dated as of September 1, 2003, as the same may be amended from time to time (the
"Guarantee"),  to the extent provided therein.  The Trust will furnish a copy of
the Trust  Agreement and the Guarantee to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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





<PAGE>




         IN WITNESS  WHEREOF,  the  Administrative  Trustees of the  Trust  have
executed this  certificate this ____ day of __________, ____.

                                            SWEPCo Capital Trust I


                                            By:
                                                --------------------------------
                                                  Wendy G. Hargus,
                                                  as Administrative Trustee


                                            By:
                                                --------------------------------
                                                  Jeffrey D. Cross,
                                                  as Administrative Trustee


                          CERTIFICATE OF AUTHENTICATION

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

                                            ------------------------------------
                                            as Administrative Trustee



                                      C-2