<Page>

                                                                     EXHIBIT 4.9


                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

                            RLI CORP., AS DEPOSITOR,

                 WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE,

                           DELAWARE TRUSTEE AND BANK,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                        DATED AS OF ____________________

                               RLI CAPITAL TRUST I

<Page>

                               RLI CAPITAL TRUST I

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

<Table>
<Caption>
Trust Indenture                                                                Trust Agreement
Act Section                                                                    Section
<S>                   <C>                                                        <C>
(S) 310               (a)(1).................................................    8.7
                      (a)(2).................................................    8.7
                      (a)(3).................................................    8.9
                      (a)(4).................................................    2.7(a)(ii)
                      (a)(5).................................................    8.7
                      (b)....................................................    8.8
                      (c)....................................................    Not Applicable
(S) 3.11              (a)....................................................    8.13
                      (b)....................................................    8.13
                      (c)....................................................    Not Applicable
(S) 3.12              .......................................................    5.7
(S) 3.13              .......................................................    8.14
(S) 3.14              (a)....................................................    8.15, 2.7(a)(i)(G)
                      (b)....................................................    Not Applicable
                      (c)....................................................    8.15, 8.16
                      (d)....................................................    Not Applicable
                      (e)....................................................    8.16
                      (f)....................................................    Not Applicable
(S) 3.15              (a)....................................................    8.1
                      (b)....................................................    8.2
                      (c)....................................................    8.1
                      (d)....................................................    8.1, 8.3
                      (e)....................................................    Not Applicable
(S) 3.16              (a)....................................................    8.19
                      (a)(2).................................................    Not Applicable
                      (b)....................................................    Not Applicable
                      (c)....................................................    2.7(a)(i)(C), 6.7
(S) 3.17              .......................................................    2.7, 5.9
(S) 3.18              .......................................................    10.10
</Table>

----------

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

                                        i
<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                      <C>
ARTICLE 1       DEFINED TERMS.............................................................................1
     Section 1.1   Definitions............................................................................1

ARTICLE 2       ESTABLISHMENT OF THE TRUST...............................................................10
     Section 2.1   Name..................................................................................10
     Section 2.2   Offices of the Trustees; Principal Place of Business..................................10
     Section 2.3   Initial Contribution of Trust Property; Organizational Expenses.......................10
     Section 2.4   Issuance of the Preferred Securities..................................................11
     Section 2.5   Subscription and Purchase of Debentures; Issuance of the Common Securities............11
     Section 2.6   Declaration of Trust and Appointment of Trustees......................................11
     Section 2.7   Authorization to Enter into Certain Transactions......................................12
     Section 2.8   Assets of Trust.......................................................................17
     Section 2.9   Title to Trust Property...............................................................17

ARTICLE 3       PAYMENT ACCOUNT..........................................................................18
     Section 3.1   Payment Account.......................................................................18

ARTICLE 4       DISTRIBUTIONS; REDEMPTION................................................................18
     Section 4.1   Distributions.........................................................................18
     Section 4.2   Redemption............................................................................19
     Section 4.3   Subordination of Common Securities....................................................21
     Section 4.4   Payment Procedures....................................................................22
     Section 4.5   Tax Returns and Reports...............................................................22
     Section 4.6   Payment of Taxes, Duties, Etc. of the Trust...........................................22
     Section 4.7   Payments under Indenture..............................................................22

ARTICLE 5       TRUST SECURITIES CERTIFICATES............................................................23
     Section 5.1   Initial Ownership.....................................................................23
     Section 5.2   The Trust Securities Certificates.....................................................23
     Section 5.3   Authentication and Delivery of Trust Securities Certificates..........................23
     Section 5.4   Registration of Transfer and Exchange of Preferred Securities Certificates............23
     Section 5.5   Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates....................24
     Section 5.6   Persons Deemed Securityholders........................................................25
     Section 5.7   Access to List of Securityholders' Names and Addresses................................25
     Section 5.8   Maintenance of Office or Agency.......................................................25
     Section 5.9   Appointment of Paying Agent...........................................................25
     Section 5.10  Ownership of Common Securities by Depositor...........................................26
     Section 5.11  Book-Entry Preferred Securities Certificates; Common Securities Certificate...........26
     Section 5.12  Notices to Clearing Agency............................................................27
     Section 5.13  Definitive Preferred Securities Certificates..........................................27
     Section 5.14  Rights of Securityholders.............................................................28
</Table>

                                       ii
<Page>

<Table>
<S>                                                                                                      <C>
ARTICLE 6       ACTS OF SECURITYHOLDERS; MEETINGS; VOTING................................................28
     Section 6.1   Voting Rights.........................................................................28
     Section 6.2   Notice of Meetings....................................................................30
     Section 6.3   Meetings of Preferred Securityholders.................................................30
     Section 6.4   Voting Rights.........................................................................31
     Section 6.5   Proxies, etc..........................................................................31
     Section 6.6   Securityholder Action by Written Consent..............................................31
     Section 6.7   Record Date for Voting and Other Purposes.............................................31
     Section 6.8   Acts of Securityholders...............................................................32
     Section 6.9   Inspection of Records.................................................................33

ARTICLE 7       REPRESENTATIONS AND WARRANTIES...........................................................33
     Section 7.1   Representations and Warranties of the Bank, the Property Trustee and
                   the Delaware Trustee.................................................. ...............33
     Section 7.2   Representations and Warranties of Depositor...........................................34

ARTICLE 8       THE TRUSTEES.............................................................................34
     Section 8.1   Duties, Responsibilities and Limitation of Liability..................................34
     Section 8.2   Notices...............................................................................36
     Section 8.3   Certain Rights of Property Trustee....................................................37
     Section 8.4   Not Responsible for Recitals or Issuance of Securities................................39
     Section 8.5   May Hold Securities...................................................................39
     Section 8.6   Compensation; Indemnity; Fees.........................................................39
     Section 8.7   Corporate Property Trustee Required; Eligibility of Trustees..........................40
     Section 8.8   Conflicting Interests.................................................................40
     Section 8.9   Co-Trustees and Separate Trustee......................................................40
     Section 8.10  Resignation and Removal; Appointment of Successor.....................................42
     Section 8.11  Acceptance of Appointment by Successor................................................43
     Section 8.12  Merger, Conversion, Consolidation or Succession to Business...........................44
     Section 8.13  Preferential Collection of Claims Against Depositor or Trust..........................44
     Section 8.14  Reports by Property Trustee...........................................................45
     Section 8.15  Reports to the Property Trustee.......................................................45
     Section 8.16  Evidence of Compliance with Conditions Precedent......................................45
     Section 8.17  Number of Trustees....................................................................45
     Section 8.18  Delegation of Power...................................................................46
     Section 8.19  Enforcement of Rights of Property Trustee by Securityholders..........................46

ARTICLE 9       TERMINATION, LIQUIDATION AND MERGER......................................................47
     Section 9.1   Termination Upon Expiration Date......................................................47
     Section 9.2   Early Termination.....................................................................47
     Section 9.3   Termination...........................................................................47
     Section 9.4   Liquidation...........................................................................47
     Section 9.5   Mergers, Consolidations, Amalgamations or Replacements of the Trust...................49

ARTICLE 10      MISCELLANEOUS PROVISIONS.................................................................50
     Section 10.1  Limitation of Rights and Liability of Securityholders.................................50
     Section 10.2  Amendment.............................................................................50
     Section 10.3  Separability..........................................................................52
     Section 10.4  Governing Law.........................................................................52
</Table>

                                       iii
<Page>

<Table>
     <S>                                                                                                 <C>
     Section 10.5  Notice of Deferral of Distribution....................................................52
     Section 10.6  Successors............................................................................53
     Section 10.7  Headings..............................................................................53
     Section 10.8  Reports, Notices and Demands..........................................................53
     Section 10.9  Agreement Not to Petition.............................................................54
     Section 10.10 Limitation of Depositor's Liability...................................................55
     Section 10.11 Trust Indenture Act; Conflict with the Trust Indenture Act............................55
     Section 10.12 Acceptance of Terms of Trust Agreement, Guarantee and Indenture.......................55
     Section 10.13 Counterparts..........................................................................56
</Table>

                                       iv
<Page>

                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________________,
among (i) RLI Corp., an Illinois corporation (including any successors or
assigns, the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking
corporation, as property trustee and Delaware trustee (in each such capacity,
the "Property Trustee" and "Delaware Trustee," respectively, and, in its
separate corporate capacity and not in its capacity as Property Trustee or
Delaware Trustee, the "Bank"), (iii) ________________, an individual, and
_________________, an individual, (each an "Administrative Trustee" and
collectively the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (iv) the several Holders, as hereinafter defined.

                              W I T N E S S E T H:

         WHEREAS, the Depositor, the Property Trustee and the Delaware Trustee
heretofore have duly created a statutory trust pursuant to the Delaware
Statutory Trust Act by the entering into of that certain Trust Agreement, dated
as of ______, 2003 (the "Original Trust Agreement"), and by the execution and
filing by the Delaware Trustee with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on _________________, 2003, attached
as Exhibit A; and

         WHEREAS, the Depositor and the Trustees desire to amend and restate the
Original Trust Agreement in its entirety as set forth herein to appoint the
Administrative Trustees and to provide for the purposes set forth herein;

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

                                    ARTICLE 1
                                  DEFINED TERMS

SECTION 1.1     DEFINITIONS.

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

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

         (b)    all other terms used herein that are defined in the Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

<Page>

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

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

         "Act" has the meaning specified in Section 6.8.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Additional Interest (as
defined in the Indenture) paid by the Depositor on a Like Amount of Debentures
for such period. For the avoidance of doubt, the Additional Amount does not
include Additional Sums.

         "Additional Sums" means such additional amounts that are imposed on the
Trust by the United States, or any other taxing authority, as taxes, duties,
assessments or governmental charges of whatever nature (other than withholding
taxes), and which are paid by the Depositor as additional interest on the
Securities in an amount necessary for the net amounts received and retained by
the Trust after paying such taxes, duties, assessments or other governmental
charges to be equal to the amounts the Trust would have received had no such
taxes, duties, assessments or other governmental charges been imposed.

         "Administrative Trustee" has the meaning specified in the preamble to
this Trust Agreement, solely in his or her capacity as Administrative Trustee of
the Trust continued hereunder and not in his or her individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

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

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

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

         (a)    the entry by a court having jurisdiction in the premises of a
decree or order (A) for relief in respect of such Person in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) judging such Person a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjudication or composition of or in respect of such Person under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law, or appointing a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of such Person or of any substantial
part of its property or ordering the winding up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or

                                        2
<Page>

         (b)    the institution by such Person of proceedings to be adjudicated
a bankrupt or insolvent, or the consent by it to the institution of bankruptcy
or insolvency proceedings against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or similar official) of
such Person or of any substantial part of its property, or the making by it of
an assignment for the benefit of creditors, or the admission by it in writing of
its inability to pay its debts generally as they become due and its willingness
to be adjudicated a bankrupt, or the taking of corporate action by such Person
in furtherance of any such action.

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

         "Board Resolution" means a resolution or copy thereof certified by the
Secretary, the Corporate Secretary or an Assistant Secretary of the Depositor to
have been duly adopted by the Depositor's Board of Directors, or such committee
of the Board of Directors or officers of the Company to which authority to act
on behalf of the Board of Directors has been delegated, and to be in full force
and effect on the date of such certification, 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 (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's Corporate Trust Office or the Corporate Trust Office of the
Debenture Trustee is closed for business.

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

         "Clearing Agency" means The Depository Trust Company or any successor
organization registered as a "clearing agency" pursuant to Section 17A of the
Exchange Act and appointed pursuant to the terms hereof.

         "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 pursuant to the rules of such Clearing Agency or an agreement
between the Clearing Agency and such Person in the customary form.

         "Closing Date" means the date or dates on which the Preferred
Securities are issued and sold.

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

                                        3
<Page>

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

         "Common Securityholder" means RLI Corp., in its capacity as purchaser
and holder of all of the Common Securities issued by the Trust.

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

         "Corporate Trust Office" means (A) with respect to the Property
Trustee, the office at which its corporate trust business shall be principally
administered located in Wilmington, Delaware, and (B) with respect to the
Debenture Trustee, the office at which its corporate trust business shall be
principally administered located in _________________.

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

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

         "Debenture Trustee" means Bank One, N.A. and any successor thereto, as
trustee under the Indenture.

         "Debentures" means the Depositor's __% Junior Subordinated Deferrable
Interest Debentures due ___, limited in aggregate principal amount to $[ ] (or
up to $[ ], if the Over-Allotment Option is exercised in full) issued to the
Trust pursuant to the Indenture.

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

         "Delaware 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, or any successor legislation, with a similar purpose and effect.

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

                                        4
<Page>

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

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

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

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

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

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

         (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; or

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

         (d)    default in the performance or breach in any material respect of
any covenant or warranty of the Trustees in this Trust Agreement (other than a
covenant or warranty a default in whose performance or breach 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 defaulting Trustee or Trustees by the Holders of at least 25% in
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; or

         (e)    the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure of the Depositor to appoint a successor
Property Trustee within 60 days thereafter.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation, with a similar purpose and
effect.

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

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

         "Extension Period" has the meaning specified in Section 4.1(b).

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Depositor and Wilmington Trust Company, as trustee, contemporaneously with the
execution and delivery of this Trust Agreement, for the benefit of the holders
of the Preferred Securities, as amended or supplemented from time to time.

                                        5
<Page>

         "Indemnified Person" has the meaning specified in Section 8.1(d).

         "Indenture" means the Subordinated Indenture, dated as of __________,
as supplemented by a Supplemental Indenture, dated as of ______________ between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

         "Investment Company Event" means the receipt by the Trust of an opinion
of a nationally recognized independent counsel (an "Investment Company Act
Opinion"), to the effect that, as a result of the occurrence of a change in law
or regulation or a written change in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.

         "Legal Action" has the meaning specified in Section 2.7(a)(i)(D).

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

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

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

         "Liquidation Date" means each date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 9.4(a).

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

         "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, or any successor legislation, with similar purpose and effect.

         "Officer's Certificate" means a certificate signed by the Chairman,
Chief Executive Officer, President or a Vice President, and by the Treasurer, an
Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary, the
Corporate Secretary or an Assistant Secretary, of the Person delivering such
certificate. Any Officer's 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 Officer's Certificate
has read the covenant or condition and the definitions relating thereto;

                                        6
<Page>

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

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

         (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 Property Trustee or the Depositor, but not an
employee of any thereof, and who shall be reasonably acceptable to the Person
receiving such opinion.

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

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

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

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

         (c)    Preferred Securities which have been paid or in exchange for or
in lieu of which other Preferred Securities have been 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, approval or waiver hereunder, Preferred Securities
owned by the Depositor, any Trustee or any Affiliate of the Depositor or any
Trustee shall be disregarded and deemed not to be Outstanding, except that (a)
in determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Preferred Securities that such Trustee knows to be so owned shall be so
disregarded and (b) the foregoing shall not apply at any time when all of the
outstanding Preferred Securities are owned by the Depositor, one or more of the
Trustees and/or any Affiliate of any thereof. 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.

                                        7
<Page>

         "Over-Allotment Option" means the option granted to the underwriters
pursuant to the Underwriting Agreement to purchase up to an additional [ ]
Preferred Securities in order to satisfy over-allotments.

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

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

         "Payment Account" means a segregated non-interest-bearing corporate
trust account established pursuant to Section 3.1 and maintained by the Property
Trustee with the Bank in its trust department for the benefit of the
Securityholders in which all amounts paid in respect of the Debentures will be
held and from which the Property Trustee shall make payments to the
Securityholders in accordance with Section 4.1 and 4.2.

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

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

         "Preferred Securityholder" means a Holder of a Preferred Security.

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

         "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 heretofore formed and
continued hereunder and, except as specifically provided to the contrary herein,
not in its individual capacity, or its successor in interest in such capacity,
or any successor property trustee appointed as herein provided. For purposes of
the Trust Indenture Act, the Property Trustee shall be the "indenture trustee."

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

         "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, which amount will equal (i) the
redemption price paid by the Depositor to repay or redeem, in whole or in part,
the Debentures held by the Trust, plus an amount equal to

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accumulated and unpaid Distributions on such Trust Security through applicable
Redemption Date or (ii) such lesser amount as will be received by the Trust in
respect of the Debentures so repaid or redeemed.

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

         "Securities Act" means the Securities Act of 1933, as amended from time
to time, or any successor legislation with a similar purpose and effect.

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

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

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

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

         "Tax Event" means the receipt by the Trust of an opinion of independent
tax counsel experienced in such matters ("Tax Event Opinion"), to the effect
that, as a result of (a) any amendment to, change in or announced prospective
change in the laws (or any regulations thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or (b) any
official administrative written decision, pronouncement or action, or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which proposed change, pronouncement, decision or action
is announced on or after the Closing Date, there is more than an insubstantial
risk that (i) the Trust is, or will be within 90 days of the date of such
opinion, subject to the United States federal income tax with respect to income
received or accrued on the Debentures, (ii) interest payable to the Trust by the
Depositor on the Debentures is not, or within 90 days of the date of such
opinion will not be, deductible, in whole or in part, by the Depositor for
United States federal income tax purposes, or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to a material amount of
other taxes, duties or other governmental charges.

         "Trust" means the Delaware statutory trust created pursuant to the
Original Trust Agreement and the filing of the Certificate of Trust with the
Secretary of State of the State of Delaware and continued hereby and identified
on the cover page to this Trust Agreement.

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

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act

                                        9
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of 1939 is amended after such date, "Trust Indenture Act" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

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

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

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

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

                                    ARTICLE 2
                           ESTABLISHMENT OF THE TRUST

SECTION 2.1     NAME.

         The Trust heretofore duly created and continued hereby shall be known
as "RLI Capital Trust I," as such name may be modified from time to time by the
Administrative Trustees following written notice to the Holders of Trust
Securities and the other Trustees, in which name the Trustees may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

SECTION 2.2     OFFICES OF THE TRUSTEES; PRINCIPAL PLACE OF BUSINESS.

         The address of the Delaware Trustee and Property Trustee in the State
of Delaware is Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890, or such other address in the State of Delaware as the Delaware
Trustee and/or the Property Trustee may designate by written notice to the
Securityholders and the Depositor. The address of the Administrative Trustees is
c/o RLI Corp., 9025 N. Lindbergh Drive, Peoria, Illinois 61615. The principal
executive office of the Trust is c/o Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration. The Depositor may change the principal place of
business of the Trust at any time by giving notice thereof to the Trustees.

SECTION 2.3     INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.

         The Trustees acknowledge receipt in trust from the Depositor in
connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The

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

SECTION 2.4     ISSUANCE OF THE PREFERRED SECURITIES.

         Contemporaneously with the execution and delivery of this Trust
Agreement, (i) the Depositor and an Administrative Trustee, on behalf of the
Trust, shall execute and deliver the Underwriting Agreement, (ii) an
Administrative Trustee, on behalf of the Trust, shall execute in accordance with
Section 5.2 and, following authentication thereof as provided in
subsection (iii) below, deliver to the Underwriters named therein Preferred
Securities Certificates, registered in the name of Persons entitled thereto, and
(iii) the Property Trustee, on behalf of the Trust, shall authenticate the
Preferred Securities Certificates. The Preferred Securities Certificates shall
represent an aggregate amount of _________ Preferred Securities, having an
aggregate Liquidation Amount of $_____. The Preferred Securities Certificates
shall be delivered against receipt of the aggregate purchase price of such
Preferred Securities of $______, which amount the Administrative Trustees shall
promptly deliver to the Property Trustee.

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

         Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 5.2 and, following authentication by the Property
Trustee, deliver to the Depositor Common Securities Certificates, registered in
the name of the Depositor, in an aggregate amount of _____ Common Securities
having an aggregate Liquidation Amount of $___ against payment by the Depositor
of the sum of $____. After execution of the Common Securities Certificates, the
Property Trustee, on behalf of the Trust, shall authenticate such Common
Securities Certificates. Contemporaneously with the delivery of such Common
Securities Certificates, the Administrative Trustees, on behalf of the Trust,
shall subscribe to and purchase Debentures, registered in the name of the Trust
and having an aggregate principal amount equal to $___, and, in satisfaction of
the purchase price for such Debentures, the Property Trustee, on behalf of the
Trust, shall deliver to the Depositor the sum of $___.

SECTION 2.6     DECLARATION OF TRUST AND APPOINTMENT OF TRUSTEES.

                (a)     The exclusive purposes and functions of the Trust are
         (i) to issue and sell Trust Securities and use the proceeds from such
         sale to acquire the Debentures, (ii) enter into and perform under the
         Expense Agreement, the Certificate Depositary Agreement, and any other
         agreements related hereto or thereto, and (iii) to engage in those
         activities necessary, convenient or incidental thereto.

                (b)     The Depositor hereby appoints the Trustees as trustees
         of the Trust, to have all the rights, powers and duties to the extent
         set forth herein, and the Trustees hereby accept such appointment.

                        (i)     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.

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<Page>

                        (ii)    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.

                        (iii)   Except as may be required under the Delaware
                Statutory Trust Act, the Delaware Trustee shall not be entitled
                to exercise any powers, nor shall the Delaware Trustee have any
                of the duties and responsibilities, of the Property Trustee or
                the Administrative Trustees set forth herein. The Delaware
                Trustee shall be one of the Trustees of the Trust for the sole
                and limited purpose of fulfilling the requirements of
                Section 3807 of the Delaware Statutory Trust Act.

                        (iv)    The Delaware Trustee and the Property Trustee,
                under the Original Trust Agreement, have caused to be filed the
                Certificate of Trust of the Trust with the office of the
                Secretary of State of the State of Delaware, a copy of which is
                attached as Exhibit A, and such filing is hereby confirmed and
                ratified.

SECTION 2.7     AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

                (a)     The Trustees, subject to the limitations set forth
         herein, shall conduct the affairs of the Trust in accordance with the
         terms of this Trust Agreement. Subject to the limitations set forth in
         paragraph (b) of this Section, and in accordance with the following
         provisions (i) and (ii), 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:

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

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

                                (B)   to deliver to the Depositor and the
                        Property Trustee prompt written notice of the occurrence
                        of any Special Event 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;

                                (C)   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
                        Section 316(c) of the Trust Indenture Act and with
                        respect to Distributions, voting rights, redemptions,
                        and exchanges, and to issue

                                       12
<Page>

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

                                (D)   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 2.7(a)(ii)(D), the Property Trustee has the
                        power to bring such Legal Action;

                                (E)   to employ or otherwise engage employees
                        and agents (who may be designated as officers with
                        titles) and managers, contractors, advisors, and
                        consultants to conduct only those services that the
                        Administrative Trustees have authority to conduct
                        directly, and to pay reasonable compensation for such
                        services;

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

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

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

                                (I)   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;

                                (J)   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;

                                (K)   the issuance and sale of the Trust
                        Securities in accordance with this Article 2;

                                (L)   to cause the Trust to enter into, and to
                        execute, deliver and perform on behalf of the Trust, the
                        Expense Agreement and the Certificate Depository
                        Agreement and such other agreements as may be necessary
                        or desirable in connection with the purposes and
                        function of the Trust;

                                (M)   assisting in the registration of the
                        Preferred Securities under the Securities Act and under
                        state securities or blue sky laws, and the

                                       13
<Page>

                        qualification of this Trust Agreement as a trust
                        indenture under the Trust Indenture Act;

                                (N)   assisting in the listing of the Preferred
                        Securities or the Guarantees on such securities exchange
                        or exchanges 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;

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

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

                                (Q)   registering transfers of the Trust
                        Securities in accordance with this Trust Agreement, or
                        appointing a replacement Securities Registrar;

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

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

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

                        (ii)    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:

                                (A)   engage in such ministerial activities as
                        shall be necessary or appropriate to effect promptly the
                        redemption of the Trust Securities to the extent the
                        Debentures are redeemed or mature;

                                       14
<Page>

                                (B)   upon notice of 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 pursuant to the terms
                        of this Trust Agreement of Debentures to Holders of
                        Trust Securities;

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

                                (D)   take any Legal Action 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;

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

                                (F)   the receipt of and holding of legal title
                        to the Debentures;

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

                                (H)   the distribution of amounts received in
                        the Payment Account and owed to the Securityholders in
                        respect of the Trust Securities;

                                (I)   subject to the terms hereof, the exercise
                        of all of the rights, powers and privileges of a holder
                        of the Debentures and, if an Event of Default occurs and
                        is continuing, to enforce for the benefit of and subject
                        to the rights of the Securityholders, its rights as
                        holder of the Debentures under the Indenture;

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

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

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

                                (M)   the taking of any action incidental to the
                        foregoing as the Property Trustee may from time to time
                        determine is necessary or advisable to give effect to
                        the terms of this Trust Agreement and protect

                                       15
<Page>

                        and conserve the Trust Property for the benefit of the
                        Securityholders (without consideration of the effect of
                        any such action on any particular Securityholder);

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

                                (O)   subject to this Section 2.7(a)(ii), the
                        Property Trustee shall have none of the duties,
                        liabilities, powers or the authority of the
                        Administrative Trustees set forth in Section 2.7(a)(i).

                (b)     So long as this Trust Agreement remains in effect, the
         Trust (or the Trustees acting on behalf of the Trust) shall not
         undertake any business, activity 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, mortgage, pledge, set-off or otherwise dispose of any of the
         Trust Property or interests therein, including to Securityholders,
         except as expressly provided herein, (iii) take any action that would
         cause the Trust to fail or cease to qualify as a "grantor trust" for
         United States federal income tax purposes, (iv) incur any indebtedness
         for borrowed money or issue any other debt, (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 Trust Property of the Trust or the Trust Securities.
         The Trustees shall defend all claims and demands of all Persons at any
         time claiming any Lien on any of the Trust Property adverse to the
         interest of the Trust or the Securityholders in their capacity as
         Securityholders.

                (c)     In connection with the issue 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 and to execute on behalf of the Trust a registration
                statement on Form S-3 or S-4 under the Securities Act in
                relation to the Preferred Securities or the Guarantees,
                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;

                                       16
<Page>

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

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

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

                        (vi)    to negotiate the terms of an agreement with the
                Depository Trust Company relating to the Preferred Securities or
                the Guarantees and to execute, deliver and perform the agreement
                on behalf of the Trust; and

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

                (d)     Notwithstanding anything herein to the contrary, the
         Administrative Trustees are authorized and directed to conduct the
         affairs of the Trust and to operate the Trust so that the Trust will
         not be deemed to be an "investment company" required to be registered
         under the 1940 Act or taxed as other than a grantor trust for United
         States federal income tax purposes and so that the 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 their discretion to be necessary or desirable
         for such purposes, as long as such action does not adversely affect in
         any material respect the interests of the holders of the Preferred
         Securities.

SECTION 2.8     ASSETS OF TRUST.

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

SECTION 2.9     TITLE TO TRUST PROPERTY.

         Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Securityholders in accordance with
this Trust Agreement. The right, title and interest of the Property Trustee to
the Debentures shall vest automatically in each Person who may thereafter only
be appointed as Property Trustee in accordance with the terms hereof.

                                       17
<Page>

                                    ARTICLE 3
                                 PAYMENT ACCOUNT

SECTION 3.1     PAYMENT ACCOUNT.

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

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

                                    ARTICLE 4
                            DISTRIBUTIONS; REDEMPTION

SECTION 4.1     DISTRIBUTIONS.

                (a)     Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions shall
         accrue from _______, and, except in the event that the Depositor
         exercises its right to extend the interest payment period for the
         Debentures pursuant to the Indenture, shall be payable quarterly in
         arrears on ___, ___, ___ and ____ of each year, commencing on ___, ___.
         If any date on which Distributions are otherwise payable on the Trust
         Securities is not a Business Day, then the payment of such Distribution
         shall be made on the next succeeding day which is a Business Day (and
         without any interest or other payment in respect of any such delay)
         except that, if such Business Day is in the next succeeding calendar
         year, payment of such Distribution shall be made on the immediately
         preceding Business Day, in each case with the same force and effect as
         if made on such date (each date on which Distributions are payable in
         accordance with this Section 4.1(a) a "Distribution Date").

                (b)     Distributions on the Trust Securities shall be payable
         at a rate of __% per annum of the Liquidation Amount of the Trust
         Securities. The amount of Distributions payable for any full quarterly
         period shall be computed on the basis of a 360-day year of twelve
         30-day months. If the interest payment for the Debentures is extended
         pursuant to Section 11.02 of the Indenture (an "Extension Period"),
         then the rate per annum at which Distributions on the Trust Securities
         accumulate shall be increased by an amount such that the aggregate
         amount of Distributions that accumulate on all Trust Securities during
         any such Extension Period is equal to the aggregate amount of interest
         (including interest payable on unpaid interest at the rate of __% of
         the Liquidation Amount of the Trust

                                       18
<Page>

         Securities per annum, compounded quarterly) that accrues during any
         such Extension Period on the Debentures. The amount of Distributions
         payable for any period shall include the Additional Amounts, if any.
         The amount of Distributions for any partial period shall be computed
         on the basis of the number of days elapsed in a 360-day year of twelve
         30-day months.

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

                (d)     Distributions (including Additional Amounts, if any), on
         the Trust Securities with respect to a Distribution Date shall be
         payable to the Holders thereof as they appear on the Securities
         Register for the Trust Securities on the relevant record date, which
         shall be the close of business one Business Day prior to such
         Distribution Date; provided, however, that in the event that the
         Preferred Securities do not remain in book-entry-only form, the
         relevant record date shall be the close of business 15 days prior to
         the relevant Distribution Date.

SECTION 4.2     REDEMPTION.

                (a)     On each Debenture Redemption Date and on the stated
         maturity of the 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 Security Register. All notices of redemption shall state:

                        (i)     the Redemption Date;

                        (ii)    the Redemption Price;

                        (iii)   the CUSIP number;

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

                        (v)     that on the Redemption Date the Redemption Price
                will become due and payable upon each such Trust Security to be
                redeemed and that Distributions thereon will cease to accrue on
                and after said date, except as provided in Section 4.2(d).

                (c)     The Trust Securities redeemed on each Redemption Date
         shall be redeemed at the Redemption Price with the proceeds from the
         contemporaneous redemption of Debentures. Redemptions of the Trust
         Securities shall be made and the

                                       19
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         Redemption Price shall be payable on each Redemption Date only to the
         extent that the Trust has funds then on hand legally and immediately
         available in the Payment Account for the payment of such Redemption
         Price.

                (d)     If the Property Trustee gives a notice of redemption in
         respect of any Preferred Securities, then, by 12:00 noon, New York
         time, on the Redemption Date, subject to Section 4.2(c), the Property
         Trustee will, so long as the Preferred Securities are in
         book-entry-only form, irrevocably deposit with the Clearing Agency for
         the Preferred Securities funds sufficient to pay the applicable
         Redemption Price and will give such Clearing Agency irrevocable
         instructions and authority to pay the Redemption Price to the holders
         thereof. If the Preferred Securities are no longer in book-entry-only
         form, the Property Trustee, subject to Section 4.2(c), will irrevocably
         deposit with the Paying Agent funds sufficient to pay the applicable
         Redemption Price and will give the Paying Agent irrevocable
         instructions and authority to pay the Redemption Price to the holders
         thereof upon surrender of their Preferred Securities Certificates.
         Notwithstanding the foregoing, Distributions payable on or prior to the
         Redemption Date for any Trust Securities called for redemption shall be
         payable to the Holders of such Trust Securities as they appear on the
         Securities Register for the Trust Securities on the relevant record
         dates for the related Distribution Dates. If notice of redemption shall
         have been given and funds deposited as required, then upon the date of
         such deposit, all rights of Securityholders holding Trust Securities so
         called for redemption will cease, except the right of such
         Securityholders to receive the Redemption Price and any Distribution
         payable on or prior to the Redemption Date, but without interest, and
         such securities will cease to be outstanding. In the event that any
         date on which any Redemption Price is payable is not a Business Day,
         then payment of the Redemption Price payable on such date will be made
         on the next succeeding day which is a Business Day (and without any
         interest or other payment in respect of any such delay), except that,
         if such Business Day falls in the next calendar year, such payment will
         be made on the immediately preceding Business Day, in each case, with
         the same force and effect as if made on such date. In the event that
         payment of the Redemption Price in respect of any Trust Securities
         called for redemption is improperly withheld or refused and not paid
         either by the Trust or by the Depositor pursuant to the Guarantee,
         Distributions on such Trust Securities will continue to accrue, at the
         then applicable rate, from the Redemption Date originally established
         by the Trust for such Trust Securities to the date such Redemption
         Price is actually paid, in which case the actual payment date will be
         the date fixed for redemption for purposes of calculating the
         Redemption Price.

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

                (f)     Subject to Section 4.3(a), if less than all the
         Outstanding Trust Securities are to be redeemed on a Redemption Date,
         then the aggregate Liquidation Amount of Trust Securities to be
         redeemed shall be allocated on a pro rata basis (based on

                                       20
<Page>

         Liquidation Amounts) among the Common Securities and the Preferred
         Securities. The particular Preferred Securities to be redeemed shall
         be selected on a pro rata basis (based upon Liquidation Amounts) not
         more than 60 days prior to the Redemption Date by the Property Trustee
         from the Outstanding Preferred Securities not previously called for
         redemption, by such method as the Property Trustee shall deem fair and
         appropriate and which may provide for the selection for redemption of
         portions (equal to $___ or an integral multiple of $___ in excess
         thereof of the Liquidation Amount of Preferred Securities of a
         denomination larger than $__); provided however, that before
         undertaking redemption of the Preferred Securities on other than a pro
         rata basis, the Property Trustee shall have received an Opinion of
         Counsel that the status of the Trust as a grantor trust for United
         States federal income tax purposes would not be adversely affected.
         The Property Trustee shall promptly notify the Securities Registrar in
         writing of the Preferred Securities selected for redemption and, in
         the case of any Preferred Securities selected for partial redemption,
         the Liquidation Amount thereof to be redeemed. For all purposes of
         this Trust Agreement, unless the context otherwise requires, all
         provisions relating to the redemption of Preferred Securities shall
         relate, in the case of any Preferred Securities redeemed or to be
         redeemed only in part, to the portion of the Liquidation Amount of
         Preferred Securities which has been or is to be redeemed.

                (g)     Subject to the foregoing provisions of this Section 4.2
         and to applicable law (including, without limitation, United States
         federal securities laws), the Depositor or its Affiliates may, at any
         time and from time to time, purchase Outstanding Preferred Securities
         by tender, in the open market or by private agreement.

SECTION 4.3     SUBORDINATION OF COMMON SECURITIES.

                (a)     Payment of Distributions (including Additional Amounts,
         if applicable) on, and the Redemption Price of, the Trust Securities,
         as applicable, shall be made subject to Section 4.2(f) pro rata among
         the Common Securities and the Preferred Securities based on the
         Liquidation Amount of the Trust Securities; provided, however, that if
         on any Distribution Date or Redemption Date a Debenture Event of
         Default shall have occurred and be continuing, no payment of any
         Distribution (including Additional Amounts, if applicable) on, or
         Redemption Price of, any Common Security, and no other payment on
         account of the redemption, liquidation or other acquisition of Common
         Securities, shall be made unless payment in full in cash of all
         accumulated and unpaid Distributions (including Additional Amounts, if
         applicable) on all Outstanding Preferred Securities for all
         distribution periods terminating on or prior thereto, or in the case of
         payment of the Redemption Price the full amount of such Redemption
         Price on all Outstanding Preferred Securities, shall have been made or
         provided for, and all funds immediately available to the Property
         Trustee shall first be applied to the payment in full in cash of all
         Distributions (including Additional Amounts, if applicable) on, or
         Redemption Price of, Preferred Securities then due and payable.

                (b)     In the case of the occurrence of any Debenture Event of
         Default, the Holder of Common Securities will be deemed to have waived
         any right to act with respect to any such Event of Default under this
         Trust Agreement until the effect of all such Events of Default with
         respect to the Preferred Securities have been cured, waived

                                       21
<Page>

         or otherwise eliminated. Until any such Event of Default under this
         Trust Agreement with respect to the Preferred Securities has been so
         cured, waived or otherwise eliminated, the Property Trustee shall act
         solely on behalf of the Holders of the Preferred Securities and not the
         Holder of the Common Securities, and only the Holders of the Preferred
         Securities will have the right to direct the Property Trustee to act on
         their behalf.

SECTION 4.4     PAYMENT PROCEDURES.

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

SECTION 4.5     TAX RETURNS AND REPORTS.

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

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

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

SECTION 4.7     PAYMENTS UNDER INDENTURE.

         Any amount payable hereunder to any Holder of Preferred Securities (and
any Owner with respect thereto) shall be reduced by the amount of any
corresponding payment such Holder (and Owner) has directly received pursuant to
Section 13.14 of the Indenture.

                                       22
<Page>

                                    ARTICLE 5
                          TRUST SECURITIES CERTIFICATES

SECTION 5.1     INITIAL OWNERSHIP.

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

SECTION 5.2     THE TRUST SECURITIES CERTIFICATES.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $__ Liquidation Amount and integral multiples of $__ in excess
thereof, and the Common Securities Certificates shall be issued in denominations
of $__ Liquidation Amount and integral multiples 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 delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13.

SECTION 5.3     AUTHENTICATION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

         On the Closing Date, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Sections 2.4 and 2.5, to be executed on behalf of the Trust, authenticated and
delivered to or upon the written order of the Depositor, signed by its chairman
of the board, its president, any senior vice president or any vice president,
treasurer or assistant treasurer or controller without further corporate action
by the Depositor, in authorized denominations. No Trust Securities Certificate
shall entitle its Holder to any benefit under this Trust Agreement, or shall be
valid for any purpose, unless such Trust Securities Certificate shall have been
executed on behalf of the Trust by at least one Administrative Trustee and there
shall appear on such Trust Securities Certificate a certificate of
authentication substantially in the form set forth in Exhibit C or Exhibit E, as
applicable, executed by the Property 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 5.4     REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
                CERTIFICATES.

         The Property Trustee, as "Securities Registrar," shall keep or cause to
be kept, at the office or agency maintained pursuant to Section 5.8, a
"Securities Register" in which, subject to such reasonable regulations as it may
prescribe, the Securities Registrar shall provide for the

                                       23
<Page>

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

         Upon surrender for registration of transfer of any Preferred Securities
Certificate at the office or agency maintained pursuant to Section 5.8, the
Administrative Trustees or any one of them shall notify the Securities Registrar
in writing of such transfer and all relevant information regarding the new
Holder, and shall execute on behalf of the Trust, cause to be authenticated by
the Property Trustee and deliver, in the name of the designated transferee or
transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount dated the date of execution
by such Administrative Trustee or Trustees. The Securities Registrar shall not
be required to register the transfer of any Preferred Securities 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 5.8. The Securities
Registrar shall be fully protected in relying upon the information provided to
it by the Administrative Trustees in connection with maintaining the Securities
Register.

         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 Administrative Trustees duly
executed by the Holder or his attorney duly authorized in writing. Each
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be cancelled and subsequently disposed of by 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 may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

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

         If (a) any mutilated Trust Securities Certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the 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 protected
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive

                                       24
<Page>

evidence of an undivided beneficial interest in the assets of the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

SECTION 5.6     PERSONS DEEMED SECURITYHOLDERS.

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

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

         The Administrative Trustees or the Depositor shall furnish or cause to
be furnished a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
Record Date (a) to the Property Trustee, semi-annually on or before __________
and __________ in each year, and (b) to the Property Trustee, promptly after
receipt by any Administrative Trustee or the Depositor of a request therefor
from the Property Trustee in order to enable the Property Trustee to discharge
its obligations under this Trust Agreement, in each case to the extent such
information is in the possession or control of the Administrative Trustees or
the Depositor and is not identical to a previously supplied list or has not
otherwise been received by the Property Trustee in its capacity as Securities
Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or under
the Trust Securities, and the corresponding rights of the Trustee shall be as
provided in the Trust Indenture Act. The Property Trustee shall comply with the
provisions of Section 312(b) of the Trust Indenture Act. Each Holder, by
receiving and holding a Trust Securities Certificate shall be deemed to have
agreed not to hold the Depositor or the Administrative Trustees accountable by
reason of the disclosure of its name and address, or by reason of mailing
pursuant to a request made under this Section 5.7, regardless of the source from
which such information was derived.

SECTION 5.8     MAINTENANCE OF OFFICE OR AGENCY.

         The Administrative Trustees shall maintain in The City of New York, an
office or offices or agency or agencies where Preferred Securities Certificates
may be surrendered for registration of transfer 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
_______, as the principal corporate trust office for such purposes. The Property
Trustee shall give prompt written notice to the Depositor and to the
Securityholders of any change in the location of the Securities Register or any
such office or agency.

SECTION 5.9     APPOINTMENT OF PAYING AGENT.

         The Paying Agent shall make Distributions 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 (if such Paying Agent
be other than the Property Trustee) and the Administrative Trustees. Any Paying
Agent shall have the revocable power to withdraw

                                       25
<Page>

funds from the Payment Account for the purpose of making the Distributions
referred to above. The Administrative Trustees may revoke such power and remove
the Paying Agent if such Trustees determine in their sole discretion that the
Paying Agent shall have failed to perform its obligations under this Trust
Agreement in any material respect. The Paying Agent shall initially be the
Property Trustee, and any co-paying agent chosen by the Property Trustee, and
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, the Property Trustee and the
Depositor. In the event that the Property Trustee shall no longer be the Paying
Agent or a successor Paying Agent shall resign or be removed, the Administrative
Trustees shall appoint a successor that is acceptable to the Property Trustee
and the Depositor to act as Paying Agent (which shall be a bank or trust
company). The Administrative Trustees shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Administrative Trustees to execute
and deliver to the Trustees an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Trustees that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Securityholders in trust for the benefit of
the Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall give the Property Trustee notice of any
default by the Depositor in the making of any payment under the Debentures. The
Paying Agent shall return all unclaimed funds to the Property Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Property Trustee. The provisions of Sections 8.1, 8.3 and 8.6
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 Closing Date, the Depositor shall acquire, and thereafter
retain, beneficial and record ownership of the Common Securities. To the fullest
extent permitted by law, other than a transfer in connection with a
consolidation or merger of the Depositor into another corporation, or any
conveyance, transfer or lease by the Depositor of its properties and assets
substantially as an entirety to any Person, pursuant to Article 5 of the
Indenture, any attempted transfer of the Common Securities shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT AS PROVIDED IN THE TRUST AGREEMENT 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, by, or on behalf of, the
         Trust. Such Preferred Securities Certificate or Certificates
         representing Book-Entry Preferred Securities Certificates shall
         initially be registered on the Securities Register in the name of Cede
         & Co., the nominee of the initial Clearing Agency, and no beneficial
         owner will

                                       26
<Page>

         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 beneficial owners pursuant
         to Section 5.13:

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

                        (ii)    the Securities Registrar and the Trustees shall
                be entitled to deal with the Clearing Agency for all purposes of
                this Trust Agreement relating to the Book-Entry Preferred
                Securities Certificates (including the payment of Distributions
                on, or the Liquidation Amount or Redemption Price of, 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 5.11 conflict with any other provisions of this Trust
                Agreement, the provisions of this Section 5.11 shall control;
                and

                        (iv)    the rights of the Owners of the Book-Entry
                Preferred Securities Certificates shall be exercised only
                through the Clearing Agency and shall be limited to those
                established by law and agreements between such Owners and the
                Clearing Agency and/or the Clearing Agency Participants and the
                applicable rules of the Clearing Agency. 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.

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

SECTION 5.12    NOTICES TO CLEARING AGENCY.

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

SECTION 5.13    DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

         If (a) the Depositor advises the Trustees in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to the Preferred Securities Certificates, and the Depositor is
unable to locate a qualified successor within 90 days of receipt by the
Depositor of such written advice, (b) the Depositor at its option advises the
Trustees in

                                       27
<Page>

writing that it elects to terminate the book-entry system through the Clearing
Agency or (c) after the occurrence of a Debenture Event of Default, Owners of
Preferred Securities Certificates representing beneficial interests aggregating
at least a majority of the Liquidation Amount advise the Administrative Trustees
in writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interest of the Owners of Preferred Securities
Certificates, then the Administrative Trustees shall notify the Clearing Agency
and the Clearing Agency shall notify all Owners of Preferred Securities
Certificates and the other Trustees of the occurrence of any such event and of
the availability of the Definitive Preferred Securities Certificates to Owners
of such class or classes, as applicable, requesting the same. Upon surrender to
the 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 on behalf of the
Trust, and cause to be authenticated by the Property Trustee 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 2.9,
and the Securityholders shall not have any right or title therein other than
the undivided beneficial interest in the assets of the Trust conferred by
their Trust Securities and they shall have no right to call for any partition
or division of property, profits or rights of the Trust except as described
below. The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust
Securities shall have no preemptive or similar rights and when issued and
delivered to Securityholders against payment of the purchase price therefor
will be fully paid and nonassessable beneficial interests in the assets of
the Trust. The Holders of the Trust Securities, in their capacities as such,
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

                                    ARTICLE 6
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

SECTION 6.1     VOTING RIGHTS.

                (a)     Except as otherwise required by law or as provided in
         this Section, Sections 8.10 or 10.2 or the Indenture, 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

                                       28
<Page>

         to constitute the Securityholders from time to time as partners or
         members of an association.

                (b)     So long as any Debentures are held by the Property
         Trustee, the Trustees shall not (i) direct the time, method and place
         of conducting any proceeding for any remedy available to the Debenture
         Trustee, or executing any trust or power conferred on the Debenture
         Trustee with respect to such Debentures, (ii) waive any past default
         which is waivable under Section 6.04 or 9.02 of the Indenture, (iii)
         exercise any right to rescind or annul a declaration that the principal
         of all the Debentures shall be due and payable or (iv) consent to any
         amendment, modification or termination of the Indenture or the
         Debentures, where such consent shall be required, without, in each
         case, obtaining the prior approval of the Holders of a majority in
         Liquidation Amount of all Outstanding Preferred Securities; provided,
         however, that where a consent under the Indenture would require the
         consent of greater than a majority in aggregate principal amount of the
         holders of the Debentures or the consent of each holder of Debentures
         affected thereby, no such consent shall be given by the Property
         Trustee without the prior written consent of the Holders of such
         greater percentage in Liquidation Amount of all Outstanding Preferred
         Securities or each Holder of Preferred Securities, as the case may be.
         The Trustees shall not revoke any action previously authorized or
         approved by a vote of the Holders of Preferred Securities, except by a
         subsequent vote of the Holders of Preferred Securities. The Property
         Trustee shall notify all Holders of the Preferred Securities of any
         notice of default received from the Debenture Trustee with respect to
         the Debentures. In addition to obtaining the foregoing approvals of the
         Holders of the Preferred Securities, prior to taking any of the
         foregoing actions, the Trustees shall, at the expense of the Depositor,
         obtain an Opinion of Counsel experienced in such matters to the effect
         that the Trust will not be classified as an association taxable as a
         corporation or partnership for United States federal income tax
         purposes on account of such action. This Section 6.1(b) is subject to
         Section 6.1(e).

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

                (d)     If a Debenture Event of Default occurs and is
         continuing, then the Holders of at least 25% in aggregate Liquidation
         Amount of the Preferred Securities then Outstanding shall have the
         right to declare the principal of all the Debentures immediately due
         and payable. In accordance with and subject to the provisions of the
         Indenture, the Holders of a majority in aggregate Liquidation Amount of
         the Preferred Securities then Outstanding shall have the right to (i)
         rescind or annul a declaration that the principal of all the Debentures
         be due and payable, (ii) waive any past default and its consequences
         which is waivable under the Indenture, except that when such waiver

                                       29
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         would require the consent of holders of greater than a majority in
         aggregate principal amount of the Debentures or the consent of each
         holder of Debentures affected thereby, no such waiver shall be
         effective without the consent of the Holders of such greater percentage
         in Liquidation Amount of all Outstanding Preferred Securities or each
         Holder of Preferred Securities, as the case may be, (iii) consent to
         any amendment, modification or termination of the Indenture or
         Debentures when consent is required and (iv) direct the Property
         Trustee to direct the time, method and place of conducting any
         proceeding for any remedy available to the Debenture Trustee or
         executing any trust or power conferred on the Debenture Trustee. This
         Section 6.1(d) is subject to Section 6.1(e).

                (e)     Notwithstanding Sections 6.1(b), 6.1(d), 6.3 and 6.6
         herein; if: (i) there are outstanding under the Indenture (including,
         solely for purposes of this Section 6.1(e), each supplemental indenture
         or board resolution referred to in Section 2.02(b) of the Indenture)
         one or more Debentures and one or more series that constitute a Pari
         Passu Series (as defined in the Indenture) in respect of the Debentures
         and (ii) the Indenture provides that any consent, waiver, declaration,
         rescission, direction or other matter to be acted upon requires the
         consent of or other action by the holders of a majority or other
         proportion in principal amount of the securities of a series and all
         affected Pari Passu Series, treating all such series as a single class,
         the Holders of the Preferred Securities shall participate in such
         action, as part of a single class consisting of (1) such Holders, (2)
         the holders of preferred securities of all Trusts (as defined in the
         Indenture), other than the Trust, that hold securities of an affected
         Pari Passu Series, and (3) all other holders of securities of such
         affected Pari Passu Series substituting for such purpose the
         liquidation preference of such holders for an equivalent amount of
         principal of Debentures (on a dollar-for-dollar basis) as to which such
         holders so participate.

SECTION 6.2     NOTICE OF MEETINGS.

         Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Administrative
Trustees pursuant to Section 10.8 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 6.3     MEETINGS OF PREFERRED SECURITYHOLDERS.

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

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

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         If a quorum is present at a meeting, an affirmative vote by the
Securityholders of record present, in person or by proxy, holding a majority of
the Preferred Securities (based upon their Liquidation Amount) held by such
Securityholders of record present, either in person or by proxy, at such meeting
shall constitute the action of the Securityholders, unless this Trust Agreement
or the Indenture requires a greater or lesser number of affirmative votes. This
is subject to Section 6.1(e).

SECTION 6.4     VOTING RIGHTS.

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

SECTION 6.5     PROXIES, ETC.

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

SECTION 6.6     SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Subject to Section 6.1(e), any action which may be taken by
Securityholders at a meeting may be taken without a meeting if Securityholders
holding a majority of all Outstanding Trust Securities (based upon their
Liquidation Amount) entitled to vote in respect of such action (or such larger
or smaller proportion thereof as shall be required by any express provision of
this Trust Agreement or the Indenture) shall consent to the action in writing or
by other means permitted by rules or programs of the Clearing Agency.

SECTION 6.7     RECORD DATE FOR VOTING AND OTHER PURPOSES.

         For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the 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.

                                       31
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SECTION 6.8     ACTS OF SECURITYHOLDERS.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Trust Agreement to be given, made
or taken by Securityholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Securityholders in
person or by an agent duly appointed in writing; and, except as otherwise
expressly provided herein, such action shall become effective when such
instrument or instruments are delivered to the Administrative Trustees. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Securityholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Trust Agreement and (subject to Section 8.1) conclusive in favor
of the Trustees, if made in the manner provided in this Section.

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

         Any Act of Securityholders may also be taken by electronic means
through any program administered by the Clearing Agency and shall be evidenced
in accordance with its rules and procedures.

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

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

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

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

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         A Securityholder may institute a legal proceeding directly against the
Depositor under the Guarantee to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Guarantee Trustee (as defined
in the Guarantee), the Trust or any other Person. If the Property Trustee fails
to enforce its rights under the Indenture as the Holder of the Debentures, any
Securityholder may institute legal proceedings against the Depositor to enforce
such Property Trustee's rights under the Indenture without first instituting any
legal proceedings against the Property Trustee or any other person or entity.

SECTION 6.9     INSPECTION OF RECORDS.

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

                                    ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

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

         The Bank, and any successor Property Trustee or Delaware Trustee,
hereby represents and warrants for the benefit of the Depositor and the
Securityholders that:

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

                (b)     the Bank has full corporate power, authority and legal
         right to execute, deliver and perform its obligations under this Trust
         Agreement;

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

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<Page>

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

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

                (g)     it is a Person eligible to act as Property Trustee
         pursuant to the Trust Indenture Act, and to act as Delaware Trustee
         pursuant to the Delaware Statutory Trust Act, as applicable, and has a
         combined capital and surplus of at least $50,000,000.

SECTION 7.2     REPRESENTATIONS AND WARRANTIES OF DEPOSITOR.

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

                (a)     the Trust Securities Certificates issued on the Closing
         Date on behalf of the Trust have been duly authorized and, upon their
         execution, issuance and delivery, will have been, duly and validly
         executed, issued and delivered by the Trustees pursuant to the terms
         and provisions of, and in accordance with the requirements of, this
         Trust Agreement and the Securityholders will be, entitled to the
         benefits of this Trust Agreement; and

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

                                    ARTICLE 8
                                  THE TRUSTEES

SECTION 8.1     DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.

                (a)     The duties, rights and responsibilities of the Trustees
         shall be as provided by this Trust Agreement and the Delaware Statutory
         Trust Act and, in the case of the Property Trustee, by the Trust
         Indenture Act. Notwithstanding the foregoing, no provision of this
         Trust Agreement shall require the Trustees to expend or risk their own
         funds or otherwise incur any financial liability in the performance of
         any of their duties hereunder, or in the exercise of any of their
         rights or powers, if they shall have reasonable grounds for believing
         that repayment of such funds or adequate indemnity against such

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         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 8.1. No Trustee shall be liable hereunder except for its own
         gross negligence or willful misconduct; provided, however, to the
         extent required by the Trust Indenture Act, nothing in this Trust
         Agreement shall be construed to release the Property Trustee from
         liability for its own negligent action, its own failure to act, or its
         own willful misconduct. To the extent that, at law or in equity, a
         Trustee has duties (including fiduciary duties) and liabilities
         relating thereto to the Trust or to the Securityholders, such Trustee
         shall not be liable to the Trust or to any Securityholder for such
         Trustee's good faith reliance on the provisions of this Trust
         Agreement. The provisions of this Trust Agreement, to the extent that
         they restrict the duties and liabilities of a Trustee otherwise
         existing at law or in equity, are agreed by the Depositor and the
         Securityholders to replace such other duties and liabilities of such
         Trustee.

                (b)     All payments made by the Property Trustee or a Paying
         Agent in respect of the Trust Securities shall be made only from the
         revenue and proceeds from the Trust Property and only to the extent
         that there shall be sufficient revenue or proceeds from the Trust
         Property to enable the Property Trustee or a Paying Agent to make
         payments in accordance with the terms hereof. Each Securityholder, by
         its acceptance of a Trust Security, agrees that it will look solely to
         the revenue and proceeds from the Trust Property to the extent legally
         available for distribution to it as herein provided and that the
         Trustees are not personally liable to it for any amount distributable
         in respect of any Trust Security or for any other liability in respect
         of any Trust Security. This Section 8.1(b) does not limit the liability
         of the Trustees expressly set forth elsewhere in this Trust Agreement
         or, in the case of the Property Trustee, in the Trust Indenture Act.

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

                        (i)     the Property Trustee shall not be liable for any
                error of judgment made in good faith by an authorized officer of
                the Property Trustee, unless it shall be proved that the
                Property Trustee was negligent in ascertaining the pertinent
                facts;

                        (ii)    the Property Trustee shall not be liable with
                respect to any action taken or omitted to be taken by it in good
                faith in accordance with the direction of the Holders of not
                less than a majority in Liquidation Amount of the Trust
                Securities relating to the time, method and place of conducting
                any proceeding for any remedy available to the Property Trustee,
                or exercising any trust or power conferred upon the Property
                Trustee under this Trust Agreement;

                        (iii)   the Property Trustee's sole duty with respect to
                the custody, safe keeping and physical preservation of the
                Debentures and the Payment Account shall be to deal with such
                Property in a similar manner as the Property Trustee deals with
                similar property for its own account, subject to the protections
                and

                                       35
<Page>

                limitations on liability afforded to the Property Trustee under
                this Trust Agreement and the Trust Indenture Act;

                        (iv)    the Property Trustee shall not be liable for any
                interest on any money received by it except as it may otherwise
                agree with the Depositor. Money held by the Property Trustee
                need not be segregated from other funds held by it except in
                relation to the Payment Account maintained by the Property
                Trustee pursuant to Section 3.1 and except to the extent
                otherwise required by law; and

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

                (d)     No Trustee (each an "Indemnified Person" including in
         the respective individual capacity) shall be liable, responsible or
         accountable in damages or otherwise to the Trust, any of the Trust's
         Affiliates or any Securityholder for any loss, damage or claim
         incurred by reason of any act or omission performed or omitted by
         such Indemnified Person in good faith on behalf of the Trust and in
         a manner such Indemnified Person reasonably believed to be within
         the scope of the authority conferred on such Indemnified Person by
         this Agreement or by law, except that an Indemnified Person shall be
         liable for any such loss, damage or claim incurred by reason of such
         Indemnified Person's gross negligence or willful misconduct with
         respect to such acts or omissions. An Indemnified Person shall be
         fully protected in relying in good faith upon the records of the
         Trust and upon such information, opinions, reports or statements
         presented to the Trust by any Person as to matters the Indemnified
         Person reasonably believes are within such other Person's
         professional or expert competence and who has been selected with
         reasonable care by or on behalf of the Trust, including information,
         opinions, reports or statements as to the value and amount of the
         assets, liabilities, profits, losses, or any other facts pertinent
         to the existence and amount of assets from which Distributions to
         Securityholders might properly be paid.

SECTION 8.2     NOTICES.

         Within five Business Days after the occurrence of any Event of Default
actually known to the Property Trustee, the Property Trustee shall transmit, in
the manner and to the extent provided in Section 10.8, notice of such Event of
Default to the Securityholders, the Administrative Trustees and the Depositor,
unless such Event of Default shall have been cured or waived.

         Within five Business Days after the receipt of notice of the
Depositor's exercise of its right to extend the interest payment period for the
Debentures pursuant to the Indenture, the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 10.9, notice of
such exercise to the Securityholders and the Property Trustee, unless such
exercise shall have been revoked.

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SECTION 8.3     CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

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

                (b)     if, (i) in performing its duties under this Trust
         Agreement the Property Trustee is required to decide between
         alternative courses of action 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)     any direction or act of the Depositor or the
         Administrative Trustees contemplated by this Trust Agreement shall be
         sufficiently evidenced by an Officer's Certificate;

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

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

                (f)     the Property Trustee may consult with counsel and the
         written advice of such counsel or any Opinion of Counsel shall be full
         and complete authorization and

                                       37
<Page>

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

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

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

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

                (j)     whenever in the administration of this Trust Agreement
         the Property Trustee shall deem it desirable to receive instructions
         with respect to enforcing any remedy or right or taking any other
         action hereunder the Property Trustee (i) may request instructions from
         the Holders of the Trust Securities which instructions may only be
         given by the Holders of the same proportion in Liquidation Amount of
         the Trust Securities as would be entitled to direct the Property
         Trustee under the terms of the Trust Securities in respect of such
         remedy, right or action, (ii) may refrain from enforcing such remedy or
         right or taking such other action until such instructions are received,
         and (iii) shall be protected in acting in accordance with such
         instructions; and

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

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

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SECTION 8.4     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the 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 Depositor of the proceeds of the Debentures.

SECTION 8.5     MAY HOLD SECURITIES.

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

SECTION 8.6     COMPENSATION; INDEMNITY; FEES.

         The Depositor agrees:

                (a)     to pay to the Trustees from time to time reasonable
         compensation (in the case of the Property Trustee and Delaware Trustee,
         pursuant to a written fee agreement) for all services rendered by them
         hereunder (which compensation shall not be limited by any provision of
         law in regard to the compensation of a trustee of an express trust);

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

                (c)     to indemnify each Indemnified Person or any
         predecessor for, and to hold each Indemnified Person harmless
         against, any loss, damage, claims, liability, penalty or expense
         incurred arising out of or in connection with the acceptance or
         administration of this Trust Agreement, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder, except any such expense, disbursement or advance
         as may be attributable to such Trustee's negligence or willful
         misconduct for (or, in the case of an Administrative Trustee or the
         Delaware Trustee, any such expense, disbursement or advance as may
         be attributable to its, his or her gross negligence or willful
         misconduct), which indemnification shall survive the termination of
         this Agreement or the resignation or removal of such Trustees; and

                (d)     that, as to the Administrative Trustees, the
         indemnifications set forth in this Agreement are not exclusive and the
         Administrative Trustees shall be entitled to be indemnified to the
         fullest extent permitted by law, contract or otherwise.

                                       39
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         No Trustee may claim any lien or charge on any Trust Property as a
result of any amount due pursuant to this Section 8.6.

SECTION 8.7     CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

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

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

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

SECTION 8.8     CONFLICTING INTERESTS.

         If the Property Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Property Trustee shall either
eliminate such interest or resign, to the extent and in the manner provided by,
and subject to the provisions of, the Trust Indenture Act and this Trust
Agreement.

SECTION 8.9     CO-TRUSTEES AND SEPARATE TRUSTEE.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the
Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment,

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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 Trust Agreement. If the Depositor does not join in such
appointment within 15 days after the receipt by it of a request so to do, or in
case a Debenture Event of Default has occurred and is continuing, the Property
Trustee alone shall have power to make such appointment. Any co-trustee or
separate trustee appointed pursuant to this Section 8.9 shall satisfy the
requirements of Section 8.7.

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

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

                (a)     The Trust Securities shall be executed, 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 specified hereunder, shall be exercised, solely by such
         Trustees and not by such co-trustee or separate trustee.

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

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

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

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

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<Page>

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

SECTION 8.10    RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

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

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Holders of the
Common Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Common Securityholder at any time.

         If any Trustee shall resign, be removed or become incapable of acting
as Trustee, or if a vacancy shall occur in the office of any Trustee for any
cause, at a time when no Debenture Event of Default shall have occurred and be
continuing, the Common Securityholder, by Act of the Common Securityholder
delivered to the retiring Trustee, shall promptly appoint a successor Trustee or
Trustees with respect to the Trust Securities and the Trust, and the retiring
Trustee shall comply with the applicable requirements of Section 8.11. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when a Debenture Event of Default is continuing,
the Preferred Securityholders, by Act of the Securityholders of a majority in
Liquidation Amount of the Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 8.11.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder shall appoint a
successor Administrative Trustee. If no successor Relevant Trustee with respect
to the Trust Securities 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 with respect to the Trust Securities.

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         The Property Trustee shall give notice of each resignation and each
removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 10.8 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.

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

SECTION 8.11    ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Relevant Trustee
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 Trustee all the rights, powers and
trusts of the retiring Relevant Trustee and shall duly assign, transfer and
deliver to the successor Trustee all property and money held by such retiring
Relevant Trustee hereunder.

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

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<Page>

Trustee all Trust Property, all proceeds thereof and money held by such retiring
Relevant Trustee hereunder with respect to the Trust Securities and the Trust.

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

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

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

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

SECTION 8.13    PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST.

         If and when the Property Trustee shall be or become a creditor of the
Depositor or the Trust (or any other obligor upon the Debentures or the Trust
Securities), within three months prior to a failure by the Depositor to make
payment in full of principal or interest, when and as the same becomes due and
payable, or subsequent to such failure, the Property Trustee shall be subject to
and shall take all actions necessary in order to comply with the provisions of
the Trust Indenture Act regarding the collection of claims against the 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.

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SECTION 8.14    REPORTS BY PROPERTY TRUSTEE.

                (a)     On or before _________ of each year, commencing
         ________, the Property Trustee shall transmit to the Securityholders
         such reports concerning the Property Trustee, its actions under this
         Trust Agreement and the property and funds in its possession in its
         capacity as the Property Trustee as may be required pursuant to
         Section 313 of the Trust Indenture Act in the manner provided pursuant
         thereto.

                (b)     A copy of each such report shall, at the time of such
         transmission to Holders, be filed by the Property Trustee with each
         national securities exchange upon which the Trust Securities are
         listed, with the Commission and with the Depositor.

SECTION 8.15    REPORTS TO THE PROPERTY TRUSTEE.

         The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a)(4) of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act.

SECTION 8.16    EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

SECTION 8.17    NUMBER OF TRUSTEES.

                (a)     The number of Trustees shall be four, provided that the
         Holder of all of the Common Securities by written instrument may
         increase the number of Administrative Trustees or decrease the number
         thereof to one but not zero. The Property Trustee and the Delaware
         Trustee may be the same Person.

                (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
         Agreement), shall have all the powers granted

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         to the Administrative Trustees and shall discharge all the duties
         imposed upon the Administrative Trustees by this Trust Agreement.

SECTION 8.18    DELEGATION OF POWER.

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

                (b)     The Administrative Trustees shall have power to delegate
         from time to time to such of their number 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 a Debenture Event of Default occurs and is continuing, then (i)
subject to Section 6.1(d) and the remaining provisions of this Section 8.19, the
Holders of Preferred Securities will rely on the enforcement by the Property
Trustee of its rights against the Depositor as the holder of the Debentures and
(ii) subject to Section 6.1(d), 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 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, or the Holders of a majority in aggregate Liquidation Amount of
the Preferred Securities may, on behalf of all Holders, consent to the waiver of
any past default and its consequences. If the Property Trustee fails to enforce
its rights under the Debentures, a Holder of Preferred Securities may, to the
extent permitted by applicable law, institute a legal proceeding against the
Depositor 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 Depositor 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 Debentures having a principal amount

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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
Debentures.

                                    ARTICLE 9
                       TERMINATION, LIQUIDATION AND MERGER

SECTION 9.1     TERMINATION UPON EXPIRATION DATE.

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

SECTION 9.2     EARLY TERMINATION.

         The first to occur of any of the following events is an "Early
Termination Event", the occurrence of which shall result in the dissolution and
termination of the Trust in accordance with the terms hereof:

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

                (b)     the delivery of written direction given to the Property
         Trustee from the Depositor at any time (which direction is optional and
         wholly within the discretion of the Depositor) to terminate the Trust
         and distribute Debentures to Securityholders in exchange for the
         Preferred Securities as provided in Section 9.4;

                (c)     the redemption or other payment in full of all of the
         Debentures, and the consequent redemption of the Trust Securities; and

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

SECTION 9.3     TERMINATION.

         The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (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 and (d) the filing of a certificate of cancellation in
accordance with the Delaware Statutory Trust Act.

SECTION 9.4     LIQUIDATION.

                (a)     If an Early Termination Event specified in clause (a),
         (b) or (d) of Section 9.2 occurs or upon the Expiration Date, the Trust
         shall be liquidated by the Trustees as

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

                        (i)     state the Liquidation Date;

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

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

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

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

                (d)     In the event an Early Termination Event specified in
         Section 9.2(a) or (d) occurs, and distribution of the Debentures in the
         manner provided herein is determined by the Property Trustee not to be
         practical, the Trust Property shall be liquidated, and the Trust shall
         be dissolved, wound-up or terminated, by the Property Trustee in such
         manner

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         as the Property Trustee determines. In such event, on the date of the
         dissolution, winding-up or other termination of the Trust,
         Securityholders will be entitled to receive out of the assets of the
         Trust available for distribution to Securityholders, after satisfaction
         of liabilities to creditors of the Trust (evidenced by a certificate of
         the Administrative Trustees) as provided by applicable law, an amount
         equal to the Liquidation Amount per Trust Security plus accrued and
         unpaid Distributions thereon to the date of payment (such amount being
         the "Liquidation Distribution"). If, upon any such dissolution, winding
         up or termination, the Liquidation Distribution can be paid only in
         part because the Trust has insufficient assets available to pay in full
         the aggregate Liquidation Distribution, then, subject to the next
         succeeding sentence, the amounts payable by the Trust on the Trust
         Securities shall be paid on a pro rata basis (based upon Liquidation
         Amounts). The holder of the Common Securities will be entitled to
         receive Liquidation Distributions upon any such dissolution, winding-up
         or termination pro rata (determined as aforesaid) with Holders of
         Preferred Securities, except that, if a Debenture Event of Default has
         occurred and is continuing, the Preferred Securities shall have a
         priority over the Common Securities pursuant to Section 4.3.

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

         The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other body, except pursuant
to this Section 9.5. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the holders of the Preferred
Securities, the Property Trustee or the Delaware Trustee, 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, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the
Depositor expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed, or any Successor Securities will be
listed upon notification of issuance, on any national securities exchange or
other organization on which the Preferred Securities are then listed, if any,
(iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not cause the Preferred Securities (including any Successor
Securities) to be downgraded by any nationally recognized statistical rating
organization, (v) such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not adversely affect the rights, preferences
and privileges of the holders of the Preferred Securities (including any
Successor Securities) in any material respect, (vi) such successor entity has a
purpose identical to that of the Trust, (vii) prior to such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease the
Depositor has received an Opinion of Counsel to the effect that (a) such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the holders of the
Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor

                                       49
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entity will be required to register as an investment company under the 1940 Act
and (viii) the Depositor owns all of the Common Securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
holders of 100% in Liquidation Amount of the Preferred Securities, consolidate,
amalgamate, merge with or into, 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 classified
as other than a grantor trust for federal income tax purposes.

                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

SECTION 10.1    LIMITATION OF RIGHTS AND LIABILITY OF SECURITYHOLDERS.

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

                (b)     Pursuant to Section 3803(a) of the Delaware Statutory
         Trust Act, the Securityholders 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.

SECTION 10.2    AMENDMENT.

                (a)     This Trust Agreement may be amended from time to time by
         the Trustees and the Depositor, without the consent of any
         Securityholders, (i) to cure any ambiguity, correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Trust Agreement, which shall not be
         inconsistent with the other provisions of this Trust Agreement, (ii) to
         modify, eliminate or add to any provisions of this Trust Agreement to
         such extent as shall be necessary to ensure that the Trust will be
         classified for United States Federal income tax purposes as a grantor
         trust at all times that any Trust Securities are outstanding or to
         ensure that the Trust will not be required to register as an
         "investment company" under the 1940 Act, or (iii) to reduce or increase
         the Liquidation Amount per Trust Security and simultaneously to
         correspondingly increase or decrease the number of Trust Securities
         issued and Outstanding solely for the purpose of maintaining the
         eligibility of the Preferred Securities for quotation or listing on any
         national securities exchange or other organization on which the
         Preferred Securities are then quoted or listed; provided, however, that
         in the case of clause (i), such action shall not adversely affect in
         any material respect the interests of any Securityholder, and any

                                       50
<Page>

         amendments of this Trust Agreement shall become effective when notice
         thereof is given to the Securityholders and provided further, that in
         the case of clause (iii) the aggregate Liquidation Amount of the Trust
         Securities Outstanding upon completion of any such reduction or
         increase must be the same as the aggregate Liquidation Amount of the
         Trust Securities Outstanding immediately prior to such reduction or
         increase; and any amendments of this Trust Agreement shall become
         effective when notice thereof is given to the Securityholders.

                (b)     Except as provided in Section 10.2(c) hereof, any
         provision of this Trust Agreement may be amended by the Trustees and
         the Depositor with (i) the consent of Securityholders representing not
         less than a majority (based upon Liquidation Amounts) of the Trust
         Securities then Outstanding and (ii) receipt by the Trustees of an
         Opinion of Counsel to the effect that such amendment or the exercise of
         any power granted to the Trustees in accordance with such amendment
         will not affect the Trust's status as a grantor trust for federal
         income tax purposes or the Trust's exemption from status of an
         "investment company" under the 1940 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 6.3 or 6.6 hereof), this Trust Agreement may not be amended to
         (i) change the amount or timing of any Distribution (or payment on
         redemption) on the Trust Securities or otherwise adversely affect the
         amount of any Distribution (or payment on redemption) 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, (iii) change the
         purpose of the Trust or (iv) authorize the issuance of any additional
         beneficial interests in the Trust; notwithstanding any other provision
         herein, without the unanimous consent of the Securityholders (such
         consent being obtained in accordance with Section 6.3 or 6.6 hereof),
         this paragraph (c) of this Section 10.2 may not be amended.

                (d)     Notwithstanding any other provisions of this Trust
         Agreement, no Trustee shall enter into or consent to any amendment to
         this Trust Agreement which would cause the Trust to be treated other
         than as a grantor trust for United States federal income tax purposes
         or to fail or cease to qualify for the exemption from status of an
         "investment company" under the 1940 Act.

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

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

                (g)     Neither the Property Trustee nor the Delaware Trustee
         shall be required to enter into any amendment to this Trust Agreement
         which affects its own rights, duties or immunities under this Trust
         Agreement. The Property Trustee shall be entitled to receive

                                       51
<Page>

         an Opinion of Counsel and an Officer's Certificate stating that any
         amendment to this Trust Agreement is in compliance with this Trust
         Agreement.

SECTION 10.3    SEPARABILITY.

         In case any provision in this Trust Agreement or in the Trust
Securities Certificates shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

SECTION 10.4    GOVERNING LAW.

         Each party hereto and any party accepting a Trust Security (i)
irrevocably submits to the non-exclusive jurisdiction and venue of any
Delaware State court or Federal court sitting in Wilmington, Delaware in any
action arising out of this Agreement, and (ii) consents to the service of
process by mail. Nothing herein shall affect the right of any party to serve
legal process in any manner permitted by law or affect its right to bring any
action in any other court. 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
and enforced in accordance with and governed by the laws of the State of
Delaware (without regard to conflicts of laws principles), PROVIDED, HOWEVER,
THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW THERE SHALL NOT BE
APPLICABLE TO THE PARTIES HEREUNDER OR THIS TRUST AGREEMENT ANY PROVISION OF
THE LAWS (COMMON OR STATUTORY) OF THE STATE OF DELAWARE PERTAINING TO TRUSTS
THAT RELATE TO OR REGULATE, IN A MANNER INCONSISTENT WITH THE TERMS HEREOF,
(A) THE FILING WITH ANY COURT OR GOVERNMENTAL BODY OR AGENCY OF TRUSTEE
ACCOUNTS OR SCHEDULES OF TRUSTEE FEES AND CHARGES, (B) AFFIRMATIVE
REQUIREMENTS TO POST BONDS FOR TRUSTEES, OFFICERS, AGENTS OR EMPLOYEES OF A
TRUST, (C) THE NECESSITY FOR OBTAINING COURT OR OTHER GOVERNMENTAL APPROVAL
CONCERNING THE ACQUISITION, HOLDING OR DISPOSITION OF REAL OR PERSONAL
PROPERTY, (D) FEES OR OTHER SUMS PAYABLE TO TRUSTEES, OFFICERS, AGENTS OR
EMPLOYEES OF A TRUST, (E) THE ALLOCATION OF RECEIPTS AND EXPENDITURES TO
INCOME OR PRINCIPAL, (F) RESTRICTIONS OR LIMITATIONS ON THE PERMISSIBLE
NATURE, AMOUNT OR CONCENTRATION OF TRUST INVESTMENTS OR REQUIREMENTS RELATING
TO THE TITLING, STORAGE OR OTHER MANNER OF HOLDING OR INVESTING TRUST ASSETS
OR (G) THE ESTABLISHMENT OF FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR
LIMITATIONS ON THE ACTS OR POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE
LIMITATIONS OR AUTHORITIES AND POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH
OR REFERENCED IN THIS TRUST AGREEMENT. SECTION 3540 OF TITLE 12 OF THE
DELAWARE CODE SHALL NOT APPLY TO THE TRUST.

SECTION 10.5    NOTICE OF DEFERRAL OF DISTRIBUTION.

         In the event that the Depositor exercises its right to extend an
interest payment period in respect of the Debentures pursuant to Section 11.02
of the Indenture and notice of such extension has been provided by the Depositor
to the Property Trustee, the Property Trustee shall give

                                       52
<Page>

written notice of such extension and of the deferral of the related Distribution
on the Trust Securities, by first-class mail, postage prepaid, mailed not later
than ten days prior to the Distribution Date upon which such Distribution would
otherwise be payable, to each Holder of Preferred Securities at such Holder's
address appearing in the Securities Register.

SECTION 10.6    SUCCESSORS.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article 5 of the Indenture and pursuant to which the assignee agrees in writing
to perform the Depositor's obligations hereunder, the Depositor shall not assign
its obligations hereunder.

SECTION 10.7    HEADINGS.

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

SECTION 10.8    REPORTS, NOTICES AND DEMANDS.

         Any notice, request or other communication required or permitted to be
given to the Trust, the Property Trustee, the Delaware Trustee or the
Administrative Trustees hereunder shall be in writing, duly signed by the party
giving such notice, and delivered in person, telecopied, mailed by first class
mail (registered or certified, return receipt requested) or overnight air
courier guaranteeing next day delivery as follows:

                (a)     if given to the Trust or to the Administrative Trustees,
         to the address set forth below or such other address as the Trust or
         Administrative Trustees may give notice of to the Property Trustee, the
         Delaware Trustee and the Holders:

                        RLI Capital Trust I
                        c/o RLI Corp.
                        9025 N. Lindbergh Drive
                        Peoria, Illinois 61615
                        Facsimile No.: _______________________
                        Attention: Administrative Trustees of RLI Capital
                                   Trust I

                (b)     if given to the Property Trustee, to the Property
         Trustee's address set forth below or such other address as the Property
         Trustee may give notice of to the Delaware Trustee, the Administrative
         Trustees and the Holders:

                                       53
<Page>

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware 19890
                        Attention: Corporate Trust Administration

                (c)     if given to the Delaware Trustee, to the Delaware
         Trustee's address set forth below or such other address as the
         Delaware Trustee may give notice of to the Property Trustee, the
         Administrative Trustees and the Holders:

                        Wilmington Trust Company
                        Rodney Square North
                        1100 North Market Street
                        Wilmington, Delaware 19890
                        Attention: Corporate Trust Administration

                (d)     if given to the Common Securityholder, at the address
         of the Depositor set forth below or such other address as the Common
         Securityholder may give notice thereof:

                        RLI Corp.
                        9025 N. Lindbergh Drive
                        Peoria, Illinois 61615
                        Facsimile No.: __________________
                        Attention: Administrative Trustees of RLI Capital
                                   Trust I

         All notices and communications (other than those sent to Holders) shall
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged or confirmed, if telecopied;
and the next Business Day after timely delivery to the courier, if sent by
overnight courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail or by overnight carrier guaranteeing next day delivery to the address set
forth on the books and records of the Issuer and shall be deemed to have been
duly given: five Business Days after being deposited in the mail, postage
prepaid, if mailed; and the next Business Day after timely delivery to the
courier, if sent by overnight courier guaranteeing next day delivery.

         If a notice or communication is sent in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

SECTION 10.9    AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of

                                       54
<Page>

Securityholders, that at the expense of the Depositor, it shall file an answer
with the bankruptcy court or otherwise properly contest the filing of such
petition by the Depositor against the Trust or the commencement of such action
and raise the defense that the Depositor has agreed in writing not to take such
action and should be stopped and precluded therefrom and such other defenses, if
any, as counsel for the Trustee or the Trust may assert. The provisions of this
Section 10.9 shall survive the termination of this Trust Agreement.

SECTION 10.10   LIMITATION OF DEPOSITOR'S LIABILITY.

         Except as expressly set forth in this Trust Agreement, the Guarantee
and the terms of the Trust Securities, the Depositor: (i) shall not be
personally liable for the return of any portion of the capital contributions (or
any return thereon) of the Securityholders that shall be made solely from assets
of the Trust and (ii) shall not be required to pay to the Trust or to any
Securityholders any deficit upon dissolution of the Trust or otherwise.

SECTION 10.11   TRUST INDENTURE ACT; CONFLICT WITH THE TRUST INDENTURE ACT.

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

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

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

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

SECTION 10.12   ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

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

                                       55
<Page>

SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH
SECURITYHOLDER AND SUCH OTHERS.

SECTION 10.13   COUNTERPARTS.

         This Trust Agreement may be executed in any number of counterparts,
each of which so executed and delivered shall be an original, and all of which
counterparts together shall constitute one and the same agreement.

                          [PAGE INTENTIONALLY OMITTED.]

                                       56
<Page>

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

                                     RLI CORP.,
                                     AS DEPOSITOR


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


                                     ______________________________, solely as
                                     Property Trustee and Delaware Trustee


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


                                     ______________________________, solely as
                                     Administrative Trustee


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


                                     ______________________________, solely as
                                     Administrative Trustee


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

                                       57
<Page>

                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                               RLI CAPITAL TRUST I

                             [intentionally omitted]

                                       A-1
<Page>

                                    EXHIBIT B

The Depository Trust Company
55 Water Street, 49th Floor,
New York, New York 10041-0099
Attention: ____________________
General Counsel's Office

         Re: RLI Capital Trust I

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with The Depository Trust Company ("DTC") of RLI
Capital Trust I __% Trust Originated Preferred Securities (the "Preferred
Securities"), of RLI Capital Trust I, a Delaware statutory trust (the "Issuer"),
formed pursuant to a Trust Agreement between RLI Corp. ("RLI") and
______________________, as Trustee. The payment of distributions on the
Preferred Securities to the extent the Issuer has funds available for the
payment thereof, and payments due upon liquidation of Issuer or redemption of
the Preferred Securities are guaranteed by RLI to the extent set forth in a
Guarantee Agreement dated ______ by RLI with respect to the Preferred
Securities. RLI and the Issuer propose to sell the Preferred Securities to
certain Underwriters (the "Underwriters") pursuant to an Underwriting Agreement
dated _______ by and among the Underwriters, the Issuer and RLI dated _______,
and the Underwriters wish to take delivery of the Preferred Securities through
DTC. ______ is acting as transfer agent and registrar with respect to the
Preferred Securities (the "Transfer Agent and Registrar").

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

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

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

         2.     The Amended and Restated Trust Agreement of the Issuer provides
for the voting by holders of the Preferred Securities under certain limited
circumstances. The Issuer shall

                                       B-1
<Page>

establish a record date for such purposes and shall, to the extent possible,
give DTC notice of such record date not less than 15 calendar days in advance of
such record date.

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

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

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

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

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

                                       B-2
<Page>

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

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

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

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

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

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

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

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

                                       B-3
<Page>

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

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

         13.    This letter may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

         Nothing herein shall be deemed to require the Transfer Agent and
Registrar to advance funds on behalf of RLI Capital Trust I.

                                      Very truly yours,


                                      RLI Capital Trust I
                                      (As Issuer)

                                      By:
                                         ---------------------------------------
                                         [Name of Trustee]
                                         Administrative Trustee


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

                                      (As Transfer Agent and Registrar)

                                       B-4
<Page>

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

                                      RECEIVED AND ACCEPTED:
                                      THE DEPOSITORY TRUST COMPANY

                                      By:
                                          --------------------------------------
                                                  Authorized Officer

                                       B-5
<Page>

                                    EXHIBIT C

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

         Certificate Number Number of Common Securities C-___ Certificate
Evidencing Common Securities Of RLI Capital Trust I ___% Common Securities
(liquidation amount $___ per Common Security) RLI Capital Trust I, a statutory
trust formed under the laws of the State of Delaware (the "Trust"), hereby
certifies that RLI Corp. (the "Holder") is the registered owner of _____ (___)
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust and designated the ___% Common Securities (liquidation
amount $__ per Common Security) (the "Common Securities"). In accordance with
Section 5.10 of the Trust Agreement (as defined below) the Common Securities are
not transferable, except by operation of law or to an Affiliate of the Holder or
a permitted successor under the Indenture, dated as of [ ], between the Holder
and __________________________, as trustee, and any attempted transfer hereof
shall be void. The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Common Securities are set forth in, and
this certificate and the Common Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Amended and
Restated Trust Agreement of the Trust dated as of ________, as the same may be
amended from time to time (the "Trust Agreement") including the designation of
the terms of the Common Securities as set forth therein. The Trust will furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered office.

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

         IN WITNESS WHEREOF, the Trust has executed this certificate this ______
day of ____________.

                                      RLI CAPITAL TRUST I


                                      By:
                                          --------------------------------------

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

                                       C-1
<Page>

                          CERTIFICATE OF AUTHENTICATION

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

                                      _________________________________, as
                                      Property Trustee


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

                                       C-2
<Page>

                                    EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         This AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement"), is
dated as of ________, between RLI Corp., an Illinois corporation ("RLI"), and
RLI Capital Trust I, a Delaware statutory trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to, and purchase ___% of Junior Subordinated Debentures (the
"Debentures") from, RLI, and to issue and sell its ____% Trust Originated
Preferred Securities (the "Preferred Securities") with such powers, preferences
and special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of _________, as the same may be amended
from time to time (the "Trust Agreement");

         WHEREAS, RLI directly or indirectly will own all of the Common
Securities of the Trust and will issue the Debentures;

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

                                    ARTICLE I

SECTION 1.1     GUARANTEE BY RLI.

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

SECTION 1.2     TERM OF AGREEMENT.

         This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Preferred Securities (whether upon
redemption, liquidation, exchange or otherwise) and (b) the 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 RLI and _________________________,
as guarantee trustee or under this Agreement for any reason whatsoever. This
Agreement is continuing, irrevocable, unconditional and absolute.

                                       D-1
<Page>

SECTION 1.3     WAIVER OF NOTICE.

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

SECTION 1.4     NO IMPAIRMENT.

         The obligations, covenants, agreements and duties of RLI 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, RLI with respect to the happening of any of the
foregoing.

SECTION 1.5     ENFORCEMENT.

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

SECTION 1.6     SUBROGATION.

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

                                       D-2
<Page>

                                   ARTICLE II

SECTION 2.1     BINDING EFFECT.

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

SECTION 2.2     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 2.3     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):

                        If to RLI:         RLI Corp.
                                           9025 N. Lindbergh Drive
                                           Peoria, Illinois 61615
                                           Facsimile No.: (309) 689-2049
                                           Attention: General Counsel

                        If to the Trust:   RLI Capital Trust I
                                           __ c/o

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

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

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

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

SECTION 2.4     CHOICE OF LAW.

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

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

                                           RLI CORP.


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

                                       D-3
<Page>

                                           RLI CAPITAL TRUST I


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

                                       D-4
<Page>

                                    EXHIBIT E

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

         Unless this certificate is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York), to RLI 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 such other name as
requested by an authorized representative of The Depository Trust Company and
any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

                   Certificate Evidencing Preferred Securities
                                       Of
                               RLI Capital Trust I
                  ____% Trust Originated Preferred Securities,
                (liquidation amount $___ per Preferred Security)

         RLI Capital Trust I, a statutory trust formed under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder")
is the registered owner of ______ (___) preferred securities of the Trust
representing an undivided beneficial interest in the assets of the Trust and
designated the RLI Capital Trust I ____% Trust Originated Preferred Securities,
(liquidation amount $___ per Preferred Security) (the "Preferred Securities").
The Preferred Securities are transferable on the books and records of the Trust,
in person or by a duly authorized attorney, upon surrender of this certificate
duly endorsed and in proper form for transfer as provided in Section 5.4 of the
Trust Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of _________, as the same may be amended from time to time (the "Trust
Agreement") including the designation of the terms of Preferred Securities as
set forth therein. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by RLI Corp., an Illinois corporation, and
________________________, as guarantee trustee, dated as of __________, 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.

                                       E-1
<Page>

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

         IN WITNESS WHEREOF, the Trust has executed this certificate this _____
day of ______, ____.

                                      RLI CAPITAL TRUST I


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


                          CERTIFICATE OF AUTHENTICATION

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

                                      _____________________________, as Property
                                      Trustee

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


                                   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 Security 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 Security
                                                Certificate)

                                       E-2