<PAGE>


                                     FORM OF

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      AMONG

                   RENAISSANCERE HOLDINGS LTD., AS DEPOSITOR,

                             BANKERS TRUST COMPANY,
                               AS PROPERTY TRUSTEE

                            BANKERS TRUST (DELAWARE),
                              AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                       DATED AS OF _________________, 2001

                         RENAISSANCERE CAPITAL TRUST II








<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page


                                    Article I

                                  DEFINED TERMS
<S>               <C>                                                                                           <C>
Section 1.1       DEFINITIONS.....................................................................................1

                                   Article II

                           ESTABLISHMENT OF THE TRUST

Section 2.1       NAME............................................................................................9
Section 2.2       OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS....................................10
Section 2.3       INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES................................10
Section 2.4       ISSUANCE OF THE PREFERRED SECURITIES...........................................................10
Section 2.5       ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF DEBENTURES.....................10
Section 2.6       DECLARATION OF TRUST...........................................................................11
Section 2.7       AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS...............................................11
Section 2.8       ASSETS OF TRUST................................................................................15
Section 2.9       TITLE TO TRUST PROPERTY........................................................................15
Section 2.10      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................15

                                   Article III

                                 PAYMENT ACCOUNT

Section 3.1       PAYMENT ACCOUNT................................................................................15

                                   Article IV

                      CERTAIN TERMS OF THE TRUST SECURITIES

Section 4.1       DISTRIBUTIONS..................................................................................16
Section 4.2       REDEMPTION.....................................................................................17
Section 4.3       SUBORDINATION OF COMMON SECURITIES.............................................................19
Section 4.4       PAYMENT PROCEDURES.............................................................................20
Section 4.5       TAX RETURNS AND REPORTS........................................................................20
Section 4.6       PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST....................................................20
Section 4.7       PAYMENTS UNDER INDENTURE.......................................................................21
Section 4.8       CUSIP NUMBERS..................................................................................21


                                      -i-
<PAGE>

                                    Article V

                          TRUST SECURITIES CERTIFICATES

Section 5.1       INITIAL OWNERSHIP..............................................................................21
Section 5.2       THE TRUST SECURITIES CERTIFICATES..............................................................21
Section 5.3       EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES........................................22
Section 5.4       REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES CERTIFICATES.....................22
Section 5.5       MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.............................22
Section 5.6       PERSONS DEEMED SECURITYHOLDERS.................................................................23
Section 5.7       ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.........................................23
Section 5.8       MAINTENANCE OF OFFICE OR AGENCY................................................................24
Section 5.9       APPOINTMENT OF PAYING AGENT....................................................................24
Section 5.10      OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR....................................................24
Section 5.11      BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES CERTIFICATE....................25
Section 5.12      NOTICES TO CLEARING AGENCY.....................................................................26
Section 5.13      DEFINITIVE PREFERRED SECURITIES CERTIFICATES...................................................26
Section 5.14      RIGHTS OF SECURITYHOLDERS......................................................................26
Section 5.15      RIGHTS AND IMMUNITIES OF THE REGISTRAR.........................................................29
Section 5.16      RIGHTS AND IMMUNITIES OF THE PAYING AGENT......................................................29
Section 5.17      NO OBLIGATION FOR CLEARING AGENCY..............................................................29

                                   Article VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.1       LIMITATIONS ON VOTING RIGHTS...................................................................29
Section 6.2       NOTICE OF MEETINGS.............................................................................30
Section 6.3       MEETINGS OF PREFERRED SECURITYHOLDERS..........................................................31
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......................................................32
Section 6.8       ACTS OF SECURITYHOLDERS........................................................................32
Section 6.9       INSPECTION OF RECORDS..........................................................................33

                                   Article VII

                         REPRESENTATIONS AND WARRANTIES

Section 7.1       REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND THE DELAWARE TRUSTEE................33


                                      -ii-
<PAGE>

Section 7.2       REPRESENTATIONS AND WARRANTIES OF DEPOSITOR....................................................34

                                  Article VIII

                                  THE TRUSTEES

Section 8.1       CERTAIN DUTIES AND RESPONSIBILITIES............................................................35
Section 8.2       CERTAIN NOTICES................................................................................37
Section 8.3       CERTAIN RIGHTS OF PROPERTY TRUSTEE.............................................................37
Section 8.4       NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................40
Section 8.5       MAY HOLD SECURITIES............................................................................40
Section 8.6       COMPENSATION; INDEMNITY; FEES..................................................................40
Section 8.7       CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES...................................41
Section 8.8       CONFLICTING INTERESTS..........................................................................41
Section 8.9       CO-TRUSTEES AND SEPARATE TRUSTEE...............................................................41
Section 8.10      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................43
Section 8.11      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................44
Section 8.12      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................45
Section 8.13      PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR, DEBENTURE ISSUER OR TRUST.................45
Section 8.14      REPORTS BY PROPERTY TRUSTEE....................................................................45
Section 8.15      REPORTS TO THE PROPERTY TRUSTEE................................................................46
Section 8.16      EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT...............................................46
Section 8.17      NUMBER OF TRUSTEES.............................................................................46
Section 8.18      DELEGATION OF POWER............................................................................47

                                   Article IX

                DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER

Section 9.1       DISSOLUTION UPON EXPIRATION DATE...............................................................47
Section 9.2       EARLY DISSOLUTION..............................................................................47
Section 9.3       TERMINATION....................................................................................48
Section 9.4       LIQUIDATION....................................................................................48
Section 9.5       MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST............................49

                                    Article X

                            MISCELLANEOUS PROVISIONS

Section 10.1      LIMITATION OF RIGHTS OF SECURITYHOLDERS........................................................50
Section 10.2      AMENDMENT......................................................................................50
Section 10.3      SEPARABILITY...................................................................................52


                                     -iii-
<PAGE>

Section 10.4      GOVERNING LAW..................................................................................52
Section 10.5      PAYMENTS DUE ON NON-BUSINESS DAY...............................................................52
Section 10.6      SUCCESSORS.....................................................................................52
Section 10.7      HEADINGS.......................................................................................52
Section 10.8      REPORTS, NOTICES AND DEMANDS...................................................................52
Section 10.9      AGREEMENT NOT TO PETITION......................................................................53
Section 10.10     TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.........................................53
Section 10.11     ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE................................54


Exhibit A         CERTIFICATE OF TRUST OF RENAISSANCERE CAPITAL TRUST II
Exhibit B         LETTER TO [DTC] PERTAINING TO THE TRUST ORIGINATED PREFERRED SECURITIES
Exhibit C         CERTIFICATE EVIDENCING COMMON SECURITIES OF RENAISSANCERE CAPITAL TRUST II
Exhibit D         AGREEMENT AS TO EXPENSES AND LIABILITIES
Exhibit E         CERTIFICATE EVIDENCING PREFERRED SECURITIES OF RENAISSANCERE CAPITAL TRUST II
</TABLE>



                                      -iv-
<PAGE>


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

<TABLE>
<CAPTION>
<S>                                                                                             <C>
TRUST INDENTURE                                                                                      TRUST
 ACT SECTION                                                                                   AGREEMENT SECTION

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

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


                                      -v-
<PAGE>

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of __________, 2001,
among (i) RENAISSANCERE HOLDINGS LTD., a Bermuda company (including any
successors or assigns, the "Depositor"), (ii) BANKERS TRUST COMPANY, a New York
banking corporation, as property trustee (the "Property Trustee" and, in its
individual capacity and not in its capacity as Property Trustee, the "Bank"),
(iii) BANKERS TRUST (DELAWARE), a Delaware banking corporation, as Delaware
trustee (in such capacity, the "Delaware Trustee,"), (iv) Martin J. Merritt, an
individual, and Simon Jack, an individual, each of whose address is c/o
RenaissanceRe Holdings Ltd., 8-12 East Broadway, Pembroke HM 19 Bermuda (each an
"Administrative Trustee" and collectively, the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees are
referred to collectively as the "Trustees") and (v) the several Holders, as
hereinafter defined.

                                   WITNESSETH

         WHEREAS, RenaissanceRe Holdings Ltd., as original sponsor of the Trust
and certain of the Trustees (the "Original Trustees") have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by the entering into of that certain Trust Agreement, dated as of
January __, 2001 (the "Initial Trust Agreement"), and by the execution by the
Original Trustees and filing with the Secretary of State of the State of
Delaware of the Certificate of Trust, filed on January __, 2001 (the
"Certificate of Trust"), attached as Exhibit A;

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

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

                                   Article I

                                  DEFINED TERMS

Section 1.1       DEFINITIONS.

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

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

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


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

         "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

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

         "Administrative Trustee" means each of Martin J. Merritt and Simon
Jack, solely in such Person's capacity as Administrative Trustee of the Trust
and not in such Person's individual capacity, or such Administrative Trustee's
successor in interest in such capacity, or any successor trustee appointed as
herein provided.

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

         "Authorized Officer" means, when used with respect to the Depositor,
the Chairman of the Board of Directors, a Vice Chairman, the President, the Vice
President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer,
the Chief Investment Officer, the Chief Accounting Officer, the General Counsel,
the Secretary or an Assistant Secretary, of the Depositor.

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

         "Bankruptcy Event" means, with respect to any Person: (a) the entry of
a decree or order by a court having jurisdiction in the premises judging such
Person a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjudication or composition of or in
respect of such Person under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or appointing a receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of such
Person or of any substantial part of its property or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
unstayed and in effect for a period of 60 consecutive days; or (b) the
institution by such Person of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the filing by it of a petition or answer or consent



                                      -2-
<PAGE>

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 Law" has the meaning specified in Section 10.9.

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

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

         "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in The City of New York are authorized or
required by law or executive order to remain closed, or (c) a day on which the
Property Trustee's 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 [DTC], as the initial Clearing Agency, dated as of the Closing
Date, relating to the Trust Securities Certificates, substantially in the form
attached as Exhibit B, as the same may be amended and supplemented from time to
time.

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

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. [DTC] will be the initial Clearing Agency.

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

         "Closing Time" has the meaning specified in the Underwriting Agreement,
which date is also the date of execution and delivery of this Trust Agreement.

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



                                      -3-
<PAGE>

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

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

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

         "Corporate Trust Office" means the principal office of the Property
Trustee at which the corporate trust business of the Property Trustee shall, at
any particular time, be principally administered, which office at the date of
execution of this Agreement is located at Bankers Trust Company, Four Albany
Street, New York, New York 10006, Attention: Corporate Trust and Agency Services
or at any other such address as the Property Trustee may designate from time to
time by notice to the parties hereto.

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

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

         "Debenture Issuer" means RenaissanceRe Holdings Ltd., a Bermuda
company, in its capacity as the issuer of the Debentures under the Indenture,
and its successors.

         "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 Bankers Trust Company, a New York banking
corporation, solely in its capacity as trustee and not in its individual
capacity under the Indenture, or any successor trustee appointed as therein
provided.

         "Debentures" means the aggregate principal amount of the Debenture
Issuer's __% Junior Subordinated Deferrable Interest Debentures due _________,
issued pursuant to the Indenture.

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

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



                                      -4-
<PAGE>

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

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

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

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

         ["DTC" means The Depository Trust Company.]

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

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

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

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

         "Guarantee" means the Guarantee Agreement executed and delivered by the
Preferred Securities Guarantor and Bankers 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 from time to
time.

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



                                      -5-
<PAGE>

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

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

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of 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 the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a dissolution and
liquidation of the Trust pursuant to Section 9.4(a).

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

         "Officers' Certificate" means a certificate signed by two Authorized
Officers, at least one of which is a principal executive, principal financial or
principal accounting officer, that complies with the requirements of Section
314(e) of the Trust Indenture Act and is delivered to the appropriate Trustee or
Trustees.

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

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

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

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

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

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



                                      -6-
<PAGE>

         (c)      Preferred Securities which have been paid or in exchange for
                  or in lieu of which other Preferred Securities have been
                  executed and delivered pursuant to Section 5.4, Section 5.5,
                  Section 5.11, Section 5.13, unless there shall have been
                  presented to the Property Trustee proof satisfactory to it
                  that such Preferred Security is held by a bona fide purchaser
                  in whose hand such Preferred Security is a valid obligation of
                  the Trust; provided, however, that in determining whether the
                  Holders of the requisite Liquidation Amount of the Outstanding
                  Preferred Securities have given any request, demand,
                  authorization, direction, notice, consent or waiver hereunder
                  or are present at a meeting of Securityholders for quorum
                  purposes, Preferred Securities owned by the Depositor, any
                  Trustee or any Affiliate of the Depositor or any Trustee,
                  shall be disregarded and deemed not to be Outstanding, except
                  that (a) in determining whether any Trustee shall be protected
                  in relying upon any such request, demand, authorization,
                  direction, notice, consent or waiver, only Preferred
                  Securities that such Trustee knows to be so owned shall be so
                  disregarded and (b) the foregoing shall not apply at any time
                  when all of the outstanding Preferred Securities are owned by
                  the Depositor, one or more of the Trustees and/or any such
                  Affiliate. Preferred Securities so owned which have been
                  pledged in good faith may be regarded as Outstanding if the
                  pledgee establishes to the satisfaction of the Administrative
                  Trustees the pledgee's right so to act with respect to such
                  Preferred Securities and that the pledgee is not the Depositor
                  or any Affiliate of the Depositor.

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

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

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



                                      -7-
<PAGE>

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

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

         "Preferred Securities Guarantor" means RenaissanceRe Holdings Ltd., a
Bermuda company, in its capacity as guarantor under the Guarantee, and its
successors.

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

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

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

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

         "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee, including any
vice president, assistant vice president, managing director, director, associate
or other officer of the Corporate Trust Office of the Property Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of that
officer's knowledge of and familiarity with the particular subject.

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

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



                                      -8-
<PAGE>

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

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

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

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

         "Trust Property" means (a) the 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 the trusts of this Trust
Agreement.

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

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

         "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

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

                                   Article II

                           ESTABLISHMENT OF THE TRUST

Section 2.1       NAME.

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



                                      -9-
<PAGE>

Section 2.2       OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.

         The address of the initial Delaware Trustee in the State of Delaware is
Bankers Trust (Delaware), 1011 Centre Road, Suite 200, Wilmington, Delaware
19805-1266, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Depositor. The principal
executive office of the Trust is c/o Renaissance Holdings Ltd., 8-12 East
Broadway, Pembroke HM 19, Bermuda.


Section 2.3       INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL
                  EXPENSES.

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

Section 2.4       ISSUANCE OF THE PREFERRED SECURITIES.

         The Depositor, on behalf of the Trust and as Trust sponsor under the
Original Trust Agreement, has executed and delivered the Underwriting Agreement.
At the Closing Time, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.2 and deliver to the Underwriters named in
the Underwriting Agreement Preferred Securities Certificates, registered in the
name of the nominee of the initial Clearing Agency, in an aggregate amount of
____________ Preferred Securities having an aggregate Liquidation Amount of
$___________, against receipt of such aggregate purchase price of such Preferred
Securities of $________, which amount such Administrative Trustee shall promptly
deliver to the Property Trustee. On each Date of Delivery, an Administrative
Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2
and deliver to the Underwriters named in the Underwriting Agreement Preferred
Securities Certificates, registered in the name of the nominee of the initial
Clearing Agency, in an aggregate amount of up to __________ Preferred Securities
(less such number of Preferred Securities evidenced by Preferred Securities
Certificates executed and delivered on any prior Dates of Delivery) having an
aggregate Liquidation Amount of up to $__________ (less the aggregate
Liquidation Amount of any Preferred Securities evidenced by Preferred Securities
Certificates executed and delivered on any prior Dates of Delivery), against
receipt of such aggregate purchase price of such Preferred Securities of
$___________ (less the aggregate Liquidation Amount of any Preferred Securities
evidenced by Preferred Securities Certificates executed and delivered on any
prior Dates of Delivery), which amount such Administrative Trustee shall
promptly deliver to the Property Trustee.

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

         (a) At the Closing Time, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.2 and deliver to the Depositor
Common Securities Certificates, registered in the name of the Depositor, in an
aggregate amount of _________ Common Securities having an aggregate Liquidation


                                      -10-
<PAGE>

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

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

Section 2.6       DECLARATION OF TRUST.

         The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures, and (b) to engage in those activities necessary, convenient or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it will hold the Trust Property upon and subject to the
conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall be one of the Trustees of the
Trust for the sole and limited purpose of fulfilling the requirements of Section
3807(a) of the Delaware Business Trust Act.

Section 2.7       AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

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



                                      -11-
<PAGE>

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

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

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

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

                  (D) to assist in the listing of the Preferred Securities upon
         such securities exchange or exchanges as shall be determined by the
         Depositor and the registration of the Preferred Securities under the
         Securities Exchange Act of 1934, as amended, and the preparation and
         filing of all periodic and other reports and other documents pursuant
         to the foregoing;

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

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

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

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

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

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



                                      -12-
<PAGE>

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

                  (A) the establishment of the Payment Account;

                  (B) the receipt of the Debentures;

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

                  (D) the distribution of amounts owed to the Securityholders in
         respect of the Trust Securities provided that the Property Trustee and
         the Paying Agent are the same person;

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

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

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

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

                  (I) after an Event of Default, the taking of any action
         incidental to the foregoing as the Property Trustee may from time to
         time determine is necessary or advisable to give effect to the terms of
         this Trust Agreement and to protect and conserve the Trust Property for
         the benefit of the Securityholders (without consideration of the effect
         of any such action on any particular Securityholder); and

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

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

         (b) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not cause the Trust to (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise


                                      -13-
<PAGE>

dispose of any of the Trust Property or interests therein, including to
Securityholders, except as expressly provided herein, (iii) take any action that
would cause the Trust to fail or cease to qualify as a "grantor trust" for
United States Federal income tax purposes, (iv) incur any indebtedness for
borrowed money or issue any other debt or (v) take or consent to any action that
would result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.

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

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

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

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

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

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

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

         (d) Notwithstanding anything herein to the contrary, the Administrative
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust will not be deemed to be an "investment
company" required to be registered under the Investment Company Act or
classified as an association taxable as a corporation for United States Federal
income tax purposes and so that the Debentures will be treated as indebtedness


                                      -14-
<PAGE>

of the Debenture Issuer for United States Federal income tax purposes. In this
connection, the Depositor and the Administrative Trustees are authorized to take
any action, not inconsistent with applicable law, the Certificate of Trust 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 Trust and the Securityholders in
accordance with this Trust Agreement.

Section 2.10      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

         The recitals contained in this Trust Agreement and the Securities shall
be taken as the statements of the Depositor, and the Trustees do not assume any
responsibility for their correctness. Neither the Administrators nor the
Trustees make any representations as to the value or condition of the property
of the Trust or any part thereof. Neither the Administrative Trustees nor the
Trustees make any representations as to the validity or sufficiency of this
Declaration or the Securities.

                                  Article III

                                 PAYMENT ACCOUNT

Section 3.1       PAYMENT ACCOUNT.

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

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



                                      -15-
<PAGE>

                                   Article IV

                      CERTAIN TERMS OF THE TRUST SECURITIES

Section 4.1       DISTRIBUTIONS.

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

         (b) The Trust Securities represent undivided beneficial interests in
the Trust Property, and, as a practical matter, the Distributions on the Trust
Securities shall be payable at a rate of __% per annum of the Liquidation Amount
of the Trust Securities. The term "Distributions" as used herein includes such
cash distributions and any accumulated or additional distributions that are
payable hereunder unless otherwise stated. The amount of Distributions payable
for any full or partial period shall be computed on the basis of a 360-day year
of twelve 30-day months. The amount of Distributions payable for any period
shall include Additional Amounts, if any.

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

         (d) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the Holders thereof as they appear on the
Securities Register at the close of business on the relevant record date, which,
as long as the Preferred Securities remain in book-entry only form, shall be the
date fifteen Business Days immediately preceding such Distribution Date. The
relevant record dates for the Common Securities shall be the same record dates
as for the Preferred Securities. If the Preferred Securities shall not continue
to remain in book-entry only form or are not in book-entry only form at
issuance, the relevant record dates for the Preferred Securities shall be the
date 15 days prior to the relevant Distribution Date, which Distribution Dates
shall correspond to the interest payment dates on the Debentures. Distributions
payable on any Trust Securities that are not punctually paid on any Distribution
Date, as a result of the Debenture Issuer having failed to make an interest
payment under the Debentures, will cease to be payable to the Person in whose
name such Trust Securities are registered on the relevant record date, and such
defaulted Distribution will instead be payable to the Person in whose name such
Trust Securities are registered on the special record date or other specified
date for determining Debentureholders entitled to such defaulted interest
established in accordance with the Indenture.



                                      -16-
<PAGE>

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

Section 4.2       REDEMPTION.

         (a) On each 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 a price per Trust Security equal to the Redemption Price.

         (b) Notice of redemption shall be given by the Property Trustee at the
expense of the Debenture Issuer 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.



                                      -17-
<PAGE>

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

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



                                      -18-
<PAGE>

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

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

         (g) Any determination made by the Property Trustee pursuant to this
Section 4.2 shall be conclusive and binding upon the Debenture Issuer and the
Holders of the Trust Securities in the absence of manifest error and the Trustee
shall have no liability with respect to such determination.

Section 4.3       SUBORDINATION OF COMMON SECURITIES.

         (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 4.2(f), pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a 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 the Redemption Price of, Preferred Securities then due and
payable.



                                      -19-
<PAGE>

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

Section 4.4       PAYMENT PROCEDURES.

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

Section 4.5       TAX RETURNS AND REPORTS.

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

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

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



                                      -20-
<PAGE>

Section 4.7       PAYMENTS UNDER INDENTURE.

         Any amount payable hereunder to any Holder of Preferred Securities
shall be reduced by the amount of any corresponding payment such Holder (and any
Owner with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture.

Section 4.8       CUSIP NUMBERS.

         The Company in issuing the Securities may use "CUSIP," "CINS" and
"ISIN" numbers (if then generally in use), and the Trustee shall use CUSIP, CINS
or ISIN numbers, as the case may be, in notices of redemption or exchange as a
convenience to Holders and no representation shall be made as to the correctness
of such numbers either as printed on the Securities or as contained in any
notice of redemption or exchange.

                                   Article V

                          TRUST SECURITIES CERTIFICATES

Section 5.1       INITIAL OWNERSHIP.

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

Section 5.2       THE TRUST SECURITIES CERTIFICATES.

         The Preferred Securities Certificates shall be issued in minimum
denominations of $____ Liquidation Amount and integral multiples of $____ in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of $____ Liquidation Amount and integral multiples of $____ in
excess thereof. The Trust Securities Certificates shall be executed on behalf of
the Trust by manual signature of at least one Administrative Trustee. Trust
Securities Certificates bearing the manual signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.4,
Section 5.11 and Section 5.13.



                                      -21-
<PAGE>

Section 5.3       EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES.

         At each Time of Delivery, the Administrative Trustees shall cause Trust
Securities Certificates, in an aggregate Liquidation Amount as provided in
Section 2.4 and Section 2.5, to be executed on behalf of the Trust and delivered
to or upon the written order of the Depositor, signed by its Chairman of the
Board, a Vice Chairman, its President, a Vice President or its Treasurer and
attested by its Secretary or one of its Assistant Secretaries, without further
corporate action by the Depositor, in authorized denominations.

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

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

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


                                      -22-
<PAGE>

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

Section 5.6       PERSONS DEEMED SECURITYHOLDERS.

         Prior to due presentation of a Trust Securities Certificate for
registration of transfer, the Administrative Trustees or the Securities
Registrar shall treat the Person in whose name any Trust Securities Certificate
shall be registered in the Securities Register as the owner of such Trust
Securities Certificate for the purpose of receiving distributions and for all
other purposes whatsoever, and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such Trust Securities Certificate and
neither the Trustees nor the Securities Registrar shall be bound by any notice
to the contrary.

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

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


                                      -23-
<PAGE>

Section 5.8       MAINTENANCE OF OFFICE OR AGENCY.

         The Trust shall maintain in New York, 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 and the Trust Agreement may
be served. The Administrative Trustees initially designate the Corporate Trust
Office of Bankers Trust Company as the principal corporate trust office for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

Section 5.9       APPOINTMENT OF PAYING AGENT.

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

Section 5.10      OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR.

         At each Time of Delivery, the Depositor shall acquire and retain
beneficial and record ownership of all of the Common Securities then issued by
the Trust, in an amount equal to at least 3% of the total capital of the Trust,
at the same time as the Preferred Securities are issued and sold. The aggregate
Liquidation Amount of the Common Securities at any time shall not be less than
3% of the total capital of the Trust. To the fullest extent permitted by law,
other than a transfer in connection with a consolidation or merger of the
Depositor into another corporation, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person, pursuant to Section 8.1 of the Indenture, any attempted transfer of the



                                      -24-
<PAGE>

Common Securities shall be void. The Administrative Trustees shall cause each
Common Securities Certificate issued to the Depositor to contain a legend
stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS PROVIDED IN THE TRUST
AGREEMENT (AS DEFINED BELOW)". Each Common Securities Certificate issued to the
Depositor shall be issued pursuant to Section 5.11(b) of this Trust Agreement.

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

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

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

                  (ii) the Securities Registrar and the Trustees shall be
         entitled to deal with the Clearing Agency for all purposes of this
         Trust Agreement relating to the Book-Entry Preferred Securities
         Certificates (including the payment of the Liquidation Amount of and
         Distributions on the Book-Entry Preferred Securities 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; provided, that solely for the purposes of determining
         whether the Holders of the requisite amount of Preferred Securities
         have voted on any matter provided for in this Trust Agreement, so long
         as Definitive Preferred Security Certificates have not been issued, the
         Trustees may conclusively rely on, and shall be protected in relying
         on, any written instrument (including a proxy) delivered to the
         Trustees by the Clearing Agency setting forth the Owners' votes or
         assigning the right to vote on any matter to any other Persons either
         in whole or in part. Pursuant to the Certificate Depository Agreement,


                                      -25-
<PAGE>

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

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

Section 5.12      NOTICES TO CLEARING AGENCY.

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

Section 5.13      DEFINITIVE PREFERRED SECURITIES CERTIFICATES.

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

         (a) The legal title to the Trust Property is vested exclusively in the
Property Trustee (in its capacity as such) in accordance with Section 2.9, and
the 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


                                      -26-
<PAGE>

specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights and when issued and delivered to
Securityholders against payment of the purchase price therefor will be fully
paid and nonassessable by the Trust. The Holders of the Trust Securities, in
their capacities as such, shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

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

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

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

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

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

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



                                      -27-
<PAGE>

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

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

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

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

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

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


                                      -28-
<PAGE>

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

Section 5.15      RIGHTS AND IMMUNITIES OF THE REGISTRAR.

         The Registrar shall be entitled to all of the rights, protections,
immunities and indemnities afforded to the Property Trustee hereunder.

Section 5.16      RIGHTS AND IMMUNITIES OF THE PAYING AGENT.

         The Paying Agent shall be entitled to all of the rights, protections,
immunities and indemnities afforded to the Property Trustee hereunder.

Section 5.17      NO OBLIGATION FOR CLEARING AGENCY.

         The Property Trustee shall have no responsibility or obligation to any
beneficial owners of a Preferred Securities Certificate or Owner, a Clearing
Agency Participant or other Person with respect to the accuracy of the records
of the Clearing Agency or its nominee or of any Clearing Agency Participant
thereof, with respect to any ownership interest in the Preferred Securities
Certificates or with respect to the delivery to any Clearing Agency Participant,
Owner or other Person (other than the Clearing Agency) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to
such Preferred Securities Certificates. The Property Trustee may conclusively
rely and shall be fully protected in relying upon information furnished by the
Clearing Agency or any agent thereof with respect to is Participants and
beneficial owners.

                                   Article VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.1       LIMITATIONS ON VOTING RIGHTS.

         (a) Except as provided in this Section, in Section 5.14 Section 8.10
and Section 10.2 and in the Indenture and as otherwise required by law, no
Holder of Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

         (b) So long as any 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,



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<PAGE>

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

                  (iii) exercise any right to rescind or annul a declaration
         that the principal of all the 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 at least a
majority in Liquidation Amount of all Outstanding Preferred Securities;
provided, however, that where a consent under the Indenture would require the
consent of each holder of Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior written consent of each Holder
of Preferred Securities. The 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 rendered by counsel
experienced in such matters to the effect that the Trust will not be classified
as an association taxable as a corporation for United States Federal income tax
purposes on account of such action.

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

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

                  (ii) the dissolution, winding-up or termination of the Trust,
         other than pursuant to the terms of this Trust Agreement,

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

Section 6.2       NOTICE OF MEETINGS.

         Notice of all meetings of the Preferred Securityholders, stating the
time, place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section 10.8 to each Preferred Securityholder of record, at his
registered address, at least 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.



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Section 6.3       MEETINGS OF PREFERRED SECURITYHOLDERS.

         No annual meeting of Securityholders is required to be held. The
Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter upon the written request of the Preferred Securityholders of
record of 25% of the Preferred Securities (based upon their Liquidation Amount)
and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of Preferred Securityholders to vote on any
matters as to which Preferred Securityholders are entitled to vote. Preferred
Securityholders of record of 50% of the Outstanding Preferred Securities (based
upon their Liquidation Amount), present in person or by proxy, shall constitute
a quorum at any meeting of Securityholders. If a quorum is present at a meeting,
an affirmative vote by the Preferred Securityholders of record present, in
person or by proxy, holding a majority of the Preferred Securities (based upon
their Liquidation Amount) held by the Preferred Securityholders of record
present, either in person or by proxy, at such meeting shall constitute the
action of the Securityholders, unless this Trust Agreement requires a greater
number of affirmative votes.

Section 6.4       VOTING RIGHTS.

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

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 Administrative Trustees, proxies may be
solicited in the name of the Administrative Trustees or one or more officers of
the Administrative Trustees. Only Securityholders of record shall be entitled to
vote. When Trust Securities are held jointly by several Persons, any one of them
may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Trust Securities. A proxy purporting to be executed by or on behalf of a
Securityholder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of execution.

Section 6.6       SECURITYHOLDER ACTION BY WRITTEN CONSENT.

         Any required approval or action which may be given or taken by
Securityholders at a meeting convened for such purpose may be given or taken
without a meeting and without prior notice if Securityholders holding a majority
of all Outstanding Trust Securities (based upon their Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing.



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Section 6.7       RECORD DATE FOR VOTING AND OTHER PURPOSES.

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

Section 6.8       ACTS OF SECURITYHOLDERS.

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



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Section 6.9       INSPECTION OF RECORDS.

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

                                  Article VII

                         REPRESENTATIONS AND WARRANTIES

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

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

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

         (b) each of the Property Trustee and the Delaware Trustee has full
corporate power, authority and legal right to execute, deliver and perform its
obligations under this Trust Agreement and has taken all necessary action to
authorize the execution, delivery and performance by it of this Trust Agreement,
and, in the case of the Delaware Trustee, satisfies for the Trust Section
3807(a) of the Delaware Business Trust Act;

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

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


                                      -33-
<PAGE>

regulation of the United States or the State of Delaware, as the case may be,
governing the corporate, banking or trust powers of the Property Trustee or the
Delaware Trustee (as appropriate in context) or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee;

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

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

Section 7.2       REPRESENTATIONS AND WARRANTIES OF DEPOSITOR

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

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

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

         (c) the Depositor is a Bermuda company duly organized, validly existing
and in good standing under the laws of Bermuda;

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

         (e) this Trust Agreement has been duly authorized, executed and
delivered by the Depositor and constitutes the valid and legally binding
agreement of the Depositor 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;



                                      -34-
<PAGE>

         (f) the execution, delivery and performance by each of the Depositor of
this Trust Agreement has been duly authorized by all necessary company or other
action on the part of the Depositor and does not require any approval of
shareholders of the Depositor, and such execution, delivery and performance will
not (i) violate the Depositor's Memorandum of Association or Amended and
Restated Bye-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 Depositor is a party or by
which it is bound, or (iii) violate any law, governmental rule or regulation of
Bermuda, governing the powers of the Company or any order, judgment or decree
applicable to the Company;

         (g) neither the authorization, execution or delivery by the Depositor
of this Trust Agreement nor the consummation of any of the transactions by the
Depositor contemplated herein requires the consent or approval of, the giving of
notice to, the registration with or the taking of any other action with respect
to any governmental authority or agency under any existing Bermuda law governing
the powers of the Company; and

         (h) there are no proceedings pending or, to the best of the Depositor's
knowledge, threatened against or affecting the Depositor 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
Depositor or would question the right, power and authority of the Depositor to
enter into or perform its obligations under this Trust Agreement.

                                  Article VIII

                                  THE TRUSTEES

Section 8.1       CERTAIN DUTIES AND RESPONSIBILITIES.

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



                                      -35-
<PAGE>

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

         (c) No provision of this Trust Agreement shall be construed to relieve
the Property Trustee from liability for its own bad faith, negligence or willful
misconduct, except that: (i) the Property Trustee undertakes to perform only
those duties specifically set forth in this Agreement, provided that, it must
exercise the same degree of care as a prudent person would exercise in the
conduct of his or her own affairs; (ii) the Property Trustee shall not be liable
for any error of judgment made in good faith by an authorized officer of the
Property Trustee, unless it shall be determined by a court of competent
jurisdiction or other tribunal or arbitration authority that the Property
Trustee was negligent in ascertaining the pertinent facts; (iii) the Property
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of not
less than a majority in Liquidation Amount of the Trust Securities relating to
the time, method and place of conducting any proceeding for any remedy available
to the Property Trustee, or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement; (iv) the Property Trustee's sole
duty with respect to the custody, safe keeping and physical preservation of the
Debentures and the Payment Account shall be to deal with such Property in a
similar manner as the Property Trustee deals with similar property for its own
account, subject to the protections and limitations on liability afforded to the
Property Trustee under this Trust Agreement and the Trust Indenture Act; (v) the
Property Trustee shall not be liable for any interest on any money received by
it except as it may otherwise agree with the Depositor; and money held by the
Property Trustee need not be segregated from other funds held by it except in
relation to the Payment Account maintained by the Property Trustee pursuant to
Section 3.1 and except to the extent otherwise required by law; and (vi) the
Property Trustee shall not be responsible for monitoring the compliance by the
Administrative Trustees or the Depositor with their respective duties under this
Trust Agreement, nor shall the Property Trustee be liable for the default or
misconduct of the Administrative Trustees or the Depositor.

         (d) The Delaware Trustee is appointed to serve as the trustee of the
Trust in the State of Delaware for the sole purpose of satisfying the
requirement of Section 3807(a) of the Delaware Business Trust Act that the Trust
have at least one trustee with a principal place of business in Delaware. It is
understood and agreed by the parties hereto that the Delaware Trustee shall have
none of the duties or liabilities of the Property Trustee or the Administrative
Trustees. The duties of the Delaware Trustee shall be limited to (a) accepting
legal process served on the Trust in the State of Delaware and (b) the execution
of any certificates required to be filed with the Delaware Secretary of State


                                      -36-
<PAGE>

which the Delaware Trustee is required to execute under Section 3811 of the
Delaware Business Trust Act. To the extent that, at law or in equity, the
Delaware Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or the Beneficiary, it is hereby understood and
agreed by the other parties hereto that such duties and liabilities are replaced
by the duties and liabilities of the Delaware Trustee expressly set forth in
this Agreement. The Delaware Trustee shall be entitled to all of the same
rights, protections, indemnities and immunities as the Property Trustee.

Section 8.2       CERTAIN NOTICES.

         Within five (5) Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of 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 Debenture Issuer's exercise of its right to defer the payment of interest
on the Debentures pursuant to the Indenture, the Administrative Trustees shall
transmit, in the manner and to the extent provided in Section 10.8, written
notice of such exercise to the Securityholders and the Property Trustee, unless
such exercise shall have been revoked.

Section 8.3       CERTAIN RIGHTS OF PROPERTY TRUSTEE.

         Subject to the provisions of Section 8.1:

         (a) the Property Trustee may conclusively rely and shall be fully
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, approval, 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 of this Trust Agreement the Property
Trustee finds the same ambiguous or inconsistent with any other provisions
contained herein or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Preferred Securityholders are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor and the Property Trustee shall be fully
protected in acting in accordance with such instructions; provided, however,
that if the Property Trustee does not receive such instructions of the Depositor
within ten 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;



                                      -37-
<PAGE>

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

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

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

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

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

         (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, entitlement, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit;

         (i) the Property Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through its
agents, custodians, nominees 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;



                                      -38-
<PAGE>

         (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;

         (l) The Property Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Agreement
and as specifically directed by the Depositor, the Administrative Trustees or
Securityholders, and no implied covenants or obligations shall be read into this
Trust Agreement against the Property Trustee;

         (m) The Property Trustee shall have no obligation to invest and
reinvest any cash held by it in the absence of timely and specific written
investment direction from the Depositor or an Administrative Trustee. In no
event shall the Property Trustee be liable for the selection of investments or
for investment losses incurred thereon. The Property Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
investments prior its stated maturity or the failure of _________________ to
provide timely written investment direction;

         (n) In the absence of bad faith on the part of the Property Trustee,
the Property Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Property Trustee which conform to the requirements of
this Trust Agreement; and

         (o) Neither the Property Trustee nor any of its officers, directors,
employees or agents shall be liable for any action taken or omitted under the
Trust Agreement or in connection therewith except to the extent caused by the
Property Trustee's negligence, bad faith or willful misconduct, as determined by
the final judgment of a court of competent jurisdiction, no longer subject to
appeal or review. The parties each (for itself and any person or entity claiming
through it) hereby releases, waives, discharges, exculpates and covenants not to
sue the Property Trustee for any action taken or omitted under this Trust
Agreement except to the extent caused by the Property Trustee's negligence, bad
faith or willful misconduct.

         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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<PAGE>

Section 8.4       NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

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

Section 8.5       MAY HOLD SECURITIES.

         Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, except as otherwise provided in the definition of "Outstanding"
in Article I and subject to Section 8.8 and Section 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
for all services rendered by them hereunder as agreed to in writing between the
Company and the Trustees (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 or arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder (including the reasonable
compensation and the expenses and disbursements of its agents and counsel),
except any such expense, disbursement or advance as may be attributable to its
bad faith, negligence or willful misconduct; and

         (c) to indemnify each of the Trustees and their agents, officers,
directors and employees or any predecessor Trustee for, and to hold them
harmless against, any loss, damage, claims, liability, penalty or expense
incurred without bad faith, negligence or willful misconduct on its part,
arising out of or in connection with the acceptance or administration of this
Trust Agreement, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder.

         The provisions of this Section 8.6 shall survive the termination of
this Trust Agreement or the earlier resignation or removal of any Trustee. No
Trustee may claim any lien or charge on any Trust Property as a result of any
amount due pursuant to this Section 8.6.



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<PAGE>

Section 8.7       CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

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

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

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

Section 8.8       CONFLICTING INTERESTS.

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

Section 8.9       CO-TRUSTEES AND SEPARATE TRUSTEE.

         Unless an Event of Default shall have occurred and be continuing, at
any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Depositor and the Administrative
Trustees, by agreed action of the majority of such Trustees, shall have power to
appoint, and upon the written request of the Administrative Trustees, the


                                      -41-
<PAGE>

Depositor shall for such purpose join with the Administrative Trustees in the
execution, delivery, and performance of all instruments and agreements necessary
or proper to appoint, one or more Persons approved by the Property Trustee
either to act as co-trustee, jointly with the Property Trustee, of all or any
part of such Trust Property, or to the extent required by law to act as separate
trustee of any such property, in either case with such powers as may be provided
in the instrument of appointment, and to vest in such Person or Persons in the
capacity aforesaid, any property, title, right or power deemed necessary or
desirable, subject to the other provisions of this Section. If the Depositor
does not join in such appointment within 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 shall either be (i) a natural person who is at least 21 years of age and
a resident of the United States or (ii) a legal entity with its principal place
of business in the United States that shall act through one or more persons
authorized to bind such entity. Should any written instrument from the Depositor
be required by any co-trustee or separate trustee so appointed for more fully
confirming to such co- trustee or separate trustee such property, title, right,
or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Depositor. Every co-trustee or separate
trustee shall, to the extent permitted by law, but to such extent only, be
appointed subject to the following terms, namely:

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

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

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



                                      -42-
<PAGE>

         (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 or
omission of a co-trustee or separate trustee.

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

Section 8.10      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         No resignation or removal of any Trustee (the "Relevant Trustee") and
no appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11. Subject to the
immediately preceding sentence, the Relevant Trustee may resign at any time with
respect to the Trust Securities by giving written notice thereof to the
Depositor. If the instrument of acceptance by the successor Trustee required by
Section 8.11 shall not have been delivered to the Relevant Trustee within 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 Common
Securityholder. 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). In no event will the Holders of
Preferred Securities have the right to vote to appoint, remove or replace the
Administrative Trustees. An Administrative Trustee may be removed by Act of the
Common Securityholder at any time. If any Trustee shall resign, be removed or
become incapable of acting as Trustee, or if a vacancy shall occur in the office
of any Trustee for any cause, at a time when no 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 shall have occurred and be continuing, the Preferred Securityholders, by
Act of the Securityholders of a majority in Liquidation Amount of the Preferred
Securities then Outstanding delivered to the retiring Relevant Trustee, shall
promptly appoint a successor Relevant Trustee or Trustees with respect to the
Trust Securities and the Trust, and such successor Trustee shall comply with the
applicable requirements of Section 8.11. If an Administrative Trustee shall
resign, be removed or become incapable of acting as Administrative Trustee, at a
time when a Debenture Event of Default shall have occurred and be continuing,
the Common Securityholder by Act of the Common Securityholder delivered to the
Administrative Trustee shall promptly appoint a successor Administrative Trustee
or Administrative Trustees with respect to the Trust Securities and the Trust,
and such successor Administrative Trustee or Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Relevant Trustee with
respect to the Trust Securities shall have been so appointed by the Common
Securityholder or the Preferred Securityholders and accepted appointment in the
manner required by Section 8.11, any Securityholder who has been a
Securityholder of Trust Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent


                                      -43-
<PAGE>

jurisdiction for the appointment of a successor Relevant Trustee with respect to
the Trust Securities. The Depositor shall give notice of each resignation and
each removal of the Property Trustee or the Delaware Trustee and each
appointment of a successor Property Trustee or Delaware Trustee to all
Securityholders in the manner provided in Section 10.8. Each notice shall
include the name of the successor Relevant Trustee and the address of its
Corporate Trust Office if it is the Property Trustee. Notwithstanding the
foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Depositor, incompetent or incapacitated, the
vacancy created by such death, incompetence or incapacity may be filled by (a)
the unanimous act of remaining Administrative Trustees if there are at least two
of them or (b) otherwise by the Depositor (with the successor in each case being
a Person who satisfies the eligibility requirement for Administrative Trustees
set forth in Section 8.7).

Section 8.11      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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


                                      -44-
<PAGE>

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

Section 8.13      PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR,
                  DEBENTURE ISSUER OR TRUST.

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

Section 8.14      REPORTS BY PROPERTY TRUSTEE.

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



                                      -45-
<PAGE>

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

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

Section 8.15      REPORTS TO THE PROPERTY TRUSTEE.

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

Section 8.16      EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

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

Section 8.17      NUMBER OF TRUSTEES.

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

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

         (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul, dissolve or terminate the Trust. Whenever a vacancy in the number of
Administrative Trustees shall occur, until such vacancy is filled by the
appointment of an Administrative Trustee in accordance with Section 8.10, the


                                      -46-
<PAGE>

Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

Section 8.18      DELEGATION OF POWER.

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

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

                                   Article IX

                DISSOLUTION, LIQUIDATION, TERMINATION AND MERGER

Section 9.1       DISSOLUTION UPON EXPIRATION DATE.

         Unless earlier dissolved, the Trust shall automatically dissolve on
December 31, 2054 (the "Expiration Date").

Section 9.2       EARLY DISSOLUTION.

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

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

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

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

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



                                      -47-
<PAGE>

Section 9.3       TERMINATION.

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

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

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

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

Section 9.4       LIQUIDATION.

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

         (b) Notice of liquidation shall be given by the Property Trustee, at
the Depositor's expense, by first-class mail, postage prepaid mailed not later
than 30 nor more than 60 days prior to the Liquidation Date to each Holder of
Trust Securities at such Holder's address appearing in the Securities Register.
All notices of liquidation shall: (i) state the Liquidation Date; (ii) state
that from and after the Liquidation Date, the Trust Securities will no longer be
deemed to be Outstanding and any Trust Securities Certificates not surrendered
for exchange will be deemed to represent a Like Amount of Debentures; and (iii)
provide such information with respect to the mechanics by which Holders may
exchange Trust Securities Certificates for Debentures, or if Section 9.4(e)
applies, receive a Liquidation Distribution, as the Administrative Trustees or
the Property Trustee shall deem appropriate.

         (c) Except where Section 9.2(c) or Section 9.4(e) 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.

         (d) Except where Section 9.2(c) or Section 9.4(e) applies, on and after
the Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Debentures will be
issued to the Holders of Trust Securities Certificates, upon surrender of such
certificates to the Administrative Trustees or their agent for exchange, (iii)
the Depositor shall cause the Debenture Issuer to use its reasonable efforts to
have the Debentures listed or traded on the such stock exchange, interdealer
quotation system and/or other self-regulatory organization as the Preferred
Securities are then listed or traded, (iv) any Trust Securities Certificates not


                                      -48-
<PAGE>

so surrendered for exchange will be deemed to represent a Like Amount of
Debentures, accruing interest at the rate provided for in the Debentures from
the last Distribution Date on which a Distribution was made on such Trust
Securities Certificates until such 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.

         (e) In the event that, notwithstanding the other provisions of this
Section 9.4, whether because of an order for dissolution entered by a court of
competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
wound-up and terminated by the Property Trustee in such manner as the Property
Trustee determines; provided, however, that any such determination shall be
conclusive and binding on any such Securityholder and any Person claiming under,
by or through such holder and provided further that the Property Trustee shall
not be liable to any Securityholder or other Person for such determination. In
such event, Securityholders will be entitled to receive out of the assets of the
Trust available for distribution to Securityholders, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the Liquidation Amount per Trust Security plus accumulated and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If, upon any such winding up, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The Holder
of the Common Securities will be entitled to receive Liquidation Distributions
upon any such dissolution pro rata (determined as aforesaid) with Holders of
Preferred Securities, except that, if a Debenture Event of Default has occurred
and is continuing, the Preferred Securities shall have a priority over the
Common Securities.

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

         The Trust may not merge with or into, convert into, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets substantially as an entirety to any corporation or other entity, except
pursuant to this Section 9.5 or Section 9.4. The Trust may, at the request of
the Depositor, with the consent of only the Administrative Trustees and without
the consent of the Holders of the Preferred Securities, merge with or into,
convert into, consolidate, amalgamate, or be replaced by or convey, transfer or
lease its properties and assets substantially as an entirety to a trust
organized as such under the laws of any State; provided, that (i) such successor
entity either (a) expressly assumes all of the obligations of the Trust with
respect to the Preferred Securities or (b) substitutes for the Preferred
Securities other securities having substantially the same terms as the Preferred
Securities (the "Successor Securities") so long as the Successor Securities rank
the same as the Preferred Securities rank in priority with respect to
distributions and payments upon liquidation, redemption and otherwise, (ii) the
Depositor expressly appoints a trustee of such successor entity possessing the
same powers and duties as the Property Trustee as the holder of the Debentures,
(iii) the Successor Securities are listed or traded, or any Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then listed
or traded, if any, (iv) such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such merger,
conversion, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the


                                      -49-
<PAGE>

Holders of the Preferred Securities (including any Successor Securities) in any
material respect, (vi) such successor entity has a purpose substantially
identical to that of the Trust, (vii) prior to such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease, the
Depositor has received an Opinion of Counsel rendered by independent counsel
experienced in such matters to the effect that (a) such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease does not
adversely affect the rights, preferences and privileges of the Holders of the
Preferred Securities (including any Successor Securities) in any material
respect, and (b) following such merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity will be required to register as an investment company under the
Investment Company Act and (viii) the Depositor (or any permitted successor or
assignee) owns all of the common securities of such successor entity and
guarantees the obligations of such successor entity under the Successor
Securities at least to the extent provided by the Guarantee. Notwithstanding the
foregoing, the Trust shall not, except with the consent of holders of 100% in
Liquidation Amount of the Preferred Securities, consolidate, amalgamate, merge
with or into, convert into, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to any other entity or permit
any other entity to consolidate, amalgamate, merge with or into, convert into,
or replace it if such consolidation, amalgamation, merger, conversion,
replacement, conveyance, transfer or lease would cause the Trust or the
successor entity to be classified as other than a grantor trust for United
States Federal income tax purposes.

                                   Article X

                            MISCELLANEOUS PROVISIONS

Section 10.1      LIMITATION OF RIGHTS OF SECURITYHOLDERS.

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

Section 10.2      AMENDMENT.

         (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) to
cure any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement, or


                                      -50-
<PAGE>

(ii) to modify, eliminate or add to any provisions of this Trust Agreement to
such extent as shall be necessary to ensure that the Trust will be classified
for United States Federal income tax purposes as a grantor trust at all times
that any Trust Securities are outstanding or to ensure that the Trust will not
be required to register as an investment company under the Investment Company;
provided, however, that in the case of clause (i), such action shall not
adversely affect in any material respect the interests of any Securityholder.
Any such amendments of this Trust Agreement shall become effective when notice
thereof is given to the Securityholders.

         (b) Except as provided in Section 10.2(c) hereof, any provision of this
Trust Agreement may be amended by the Trustees and the Depositor with (i) the
consent of Trust Securityholders representing not less than a majority (based
upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii)
receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States Federal income tax purposes or the Trust's exemption from status
of an investment company under the Investment Company Act.

         (c) In addition to and notwithstanding any other provision in this
Trust Agreement, without the consent of each affected Securityholder, this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution on the Trust Securities or otherwise adversely affect the amount of
any Distribution required to be made in respect of the Trust Securities as of a
specified date or (ii) restrict the right of a Securityholder to institute suit
for the enforcement of any such payment on or after such date. Notwithstanding
any other provision herein, without the unanimous consent of the
Securityholders, this paragraph (c) of this Section 10.2 may not be amended.

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

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

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

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



                                      -51-
<PAGE>

Section 10.3      SEPARABILITY.

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

Section 10.4      GOVERNING LAW.

         This Trust Agreement and the rights and obligations of each of the
Securityholders, the Trust and the Trustees with respect to this Trust Agreement
and the Trust Securities shall be construed in accordance with and governed by
the laws of the State of Delaware.

Section 10.5      PAYMENTS DUE ON NON-BUSINESS DAY.

         If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day that is a Business Day (except as
otherwise provided in Section 4.1(a) and Section 4.2(d)), with the same force
and effect as though made on the date fixed for such payment, and no interest
shall accrue thereon for the period after such date.

Section 10.6      SUCCESSORS.

         This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee,
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article Eight 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 report, notice, demand or other communication which by any
provision of this Trust Agreement is required or permitted to be given or served
to or upon any Securityholder or the Depositor may be given or served in writing
by deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Preferred Securityholder, to such Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to RenaissanceRe
Holdings Ltd., [executive office of Trust address], Attention: ___________,
facsimile no.: _______________. Such notice, demand or other communication to or
upon a Securityholder shall be deemed to have been sufficiently given or made,
for all purposes, upon hand delivery, mailing or transmission. Any notice,
demand or other communication which by any provision of this Trust Agreement is
required or permitted to be given or served to or upon the Trust, the Property
Trustee or the Administrative Trustees shall be given in writing addressed
(until another address is published by the Trust) as follows: (a) with respect


                                      -52-
<PAGE>

to the Property Trustee, to Bankers Trust Company, Four Albany Street, New York,
New York 10006, Attention: Corporate Trust and Agency Services; (b) with respect
to the Delaware Trustee, to Bankers Trust (Delaware) 1011, Centre Road, Suite
200, Wilmington, Delaware 19805-1266, Attention: ______________________ ; and
(c) with respect to the Administrative Trustees, to them at [executive office of
Trust address], marked "Attention Administrative Trustees of RenaissanceRe
Capital Trust II." Such notice, demand or other communication to or upon the
Trust or the Property Trustee shall be deemed to have been sufficiently given or
made only upon actual receipt of the writing by the Trust or a Responsible
Officer of the Property Trustee.

Section 10.9      AGREEMENT NOT TO PETITION.

         Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been dissolved in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code) (collectively, "Bankruptcy Laws") or otherwise join in
the commencement of any proceeding against the Trust under any Bankruptcy Law.
In the event the Depositor takes action in violation of this Section 10.9, the
Property Trustee agrees, for the benefit of Securityholders, that at the expense
of the Depositor, it shall file an answer with the bankruptcy court or otherwise
properly contest the filing of such petition by the Depositor against the Trust
or the commencement of such action and raise the defense that the Depositor has
agreed in writing not to take such action and should be stopped and precluded
therefrom and such other defenses, if any, as counsel for the Trustee or the
Trust may assert. The provisions of this Section 10.9 shall survive the
termination of this Trust Agreement.

Section 10.10     TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

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

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

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

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



                                      -53-
<PAGE>

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

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


RENAISSANCERE HOLDINGS LTD.,                  BANKERS TRUST COMPANY,
as Depositor                                  as Property Trustee

By:   ________________________                By:   ___________________________
      Name:                                         Name:
      Title:                                        Title:

                                              BANKERS TRUST (DELAWARE),
                                              as Delaware Trustee

_____________________________                 By:   ___________________________
Martin J. Merritt,                                  Name:
as Administrative Trustee                           Title:


_____________________________
Simon Jack,
as Administrative Trustee







                                      -54-
<PAGE>

                                                                       EXHIBIT A


                              CERTIFICATE OF TRUST
                                       OF
                         RENAISSANCERE CAPITAL TRUST II


         This Certificate of Trust of RenaissanceRe Capital Trust II (the
"Trust"), dated as January 5, 2001, is being duly executed and filed by the
undersigned, as trustees, to form a business trust under the Delaware Business
Trust Act (12 Del. C. ss. 3801, et seq.).

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

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware is Bankers
Trust (Delaware), 1011 Centre Road, Suite 200, Wilmington, Delaware 19805-1266.

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



<PAGE>

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

                             BANKERS TRUST COMPANY, as Property Trustee

                             By: /s/ Wanda Camacho
                                 ---------------------------------
                                 Name:  Wanda Camacho
                                 Title: Vice President

                             BANKERS TRUST (DELAWARE), as Delaware Trustee

                             By: /s/ John V. Lavin
                                 ---------------------------------
                                 Name:  John V. Lavin
                                 Title: Assistant Vice President


                             Administrative Trustee

                             /s/ Martin J. Merritt
                             -------------------------------------
                             Martin J. Merritt, not in his individual capacity
                             but solely as trustee of the Trust


                             Administrative Trustee

                             /s/ Simon A. Jack
                             -------------------------------------
                             Simon Jack, not in his individual capacity but
                             solely as trustee of the Trust






                                      A-1
<PAGE>

                                                                       EXHIBIT B

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

Attention:    [John C. Drennan]
              General Counsel's Officer

Re:  RenaissanceRe Capital Trust II _____% Trust Originated Preferred Securities

Ladies and Gentlemen:

         The purpose of this letter is to set forth certain matters relating to
the issuance and deposit with [The Depository Trust Company ("DTC")] of the
RenaissanceRe Capital Trust II ____% Trust Originated Preferred Securities (the
"Preferred Securities"), of RenaissanceRe Capital Trust II, a Delaware business
trust (the "Issuer"), governed by an Amended and Restated Trust Agreement among
RenaissanceRe Holdings Ltd. ("RenaissanceRe") and Bankers Trust Company, as
Property Trustee, Bankers Trust (Delaware), as Delaware Trustee, and the
Administrative Trustees named therein. The payment of distributions on the
Preferred Securities, and payments due upon liquidation of Issuer or redemption
of the Preferred Securities, to the extent the Issuer has funds available for
the payment thereof are guaranteed by RenaissanceRe Holdings Ltd., a Bermuda
company set forth in a Guarantee Agreement dated ______________, ____ by
RenaissanceRe with respect to the Preferred Securities. RenaissanceRe and the
Issuer propose to sell the Preferred Securities to certain Underwriters (the
"Underwriters") pursuant to an Underwriting Agreement dated __________, 2001 by
and among the Underwriters, the Issuer and RenaissanceRe dated _____, ____, and
the Underwriters wish to take delivery of the Preferred Securities through
[DTC]. Bankers Trust Company is acting as transfer agent, registrar and paying
agent with respect to the Preferred Securities (the "Transfer Agent and
Registrar").

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

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

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



                                      B-1
<PAGE>

         (2) The Amended and Restated Trust Agreement of the Issuer provides for
the voting by holders of the Preferred Securities under certain limited
circumstances. The Issuer shall establish a record date for such purposes and
shall, to the extent possible, give [DTC] notice of such record date not less
than 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 RenaissanceRe Capital Trust II _____% Trust Originated Preferred Securities.

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

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

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

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



                                      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, and
the Transfer Agent and Registrar, and to return the Global Certificate, duly
endorsed for transfer as directed by the Issuer or the Transfer Agent and
Registrar, together with any other documents of transfer reasonably requested by
the Issuer of the Transfer Agent and Registrar.

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



                [THE REST OF THIS PAGE LEFT INTENTIONALLY BLANK]


                                      B-4
<PAGE>


         (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 RenaissanceRe Capital Trust II.

                                 Very truly yours,

                                 RENAISSANCERE CAPITAL TRUST II
                                 (As Issuer)

                                 [BANKERS TRUST COMPANY, as Property Trustee]


                                 By: __________________________________________
                                      Administrative Trustee


                                 By: __________________________________________
                                      Name:
                                      Title:


                                 ______________________________________________
                                 (As Transfer Agent, Paying Agent and Registrar)


                                 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 (AS DEFINED BELOW)

     Certificate Number                            Number of Common Securities
            C-__                                             ______

                    Certificate Evidencing Common Securities

                                       of

                         RENAISSANCERE CAPITAL TRUST II

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

         RenaissanceRe Capital Trust II, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that
RenaissanceRe Holdings Ltd. (the "Holder") is the registered owner of
_________________________ (________) common securities of the Trust representing
undivided beneficial interests in the assets of the Trust and designated the
_____% Common Securities (liquidation amount $______ per Common Security) (the
"Common Securities"). In accordance with Section 5.10 of the Trust Agreement (as
defined below) the Common Securities are not transferable and any attempted
transfer hereof shall be void. The designations, and any attempted transfer
hereof shall be void. The designations, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities are set
forth in, and this certificate and the Common Securities represented hereby are
issued and shall in all respects be subject to the terms and provisions of, the
Amended and Restated Trust Agreement of the Trust, dated as of __________, 2001,
as the same may be amended from time to time (the "Trust Agreement"), including
the designation of the terms of the Common Securities as set forth therein. The
Trust will furnish a copy of the Trust Agreement to the Holder without charge
upon written request to the Trust at its principal place of business or
registered office.

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

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


                                          RENAISSANCERE CAPITAL TRUST II


                                          By: _________________________________
                                               Name:    Martin J. Merritt
                                               Title:   Administrative Trustee


                                      C-1
<PAGE>

                                                                       EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT dated as of __________, 2001, between RenaissanceRe Holdings
Ltd., a Bermuda company ("RenaissanceRe"), and RenaissanceRe Capital Trust II, a
Delaware business trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Debentures from RenaissanceRe Holdings Ltd., a
Bermuda company ("RenaissanceRe"), and to issue and sell _____% Trust Originated
Preferred Securities (the "Preferred Securities") with such powers, preferences
and special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of __________, 2001, as the same may be
amended from time to time (the "Trust Agreement');

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

         WHEREAS, RenaissanceRe has agreed to guarantee certain expenses and
limitations of the Trust as provided herein;

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

                                    ARTICLE I

         SECTION 1.1. GUARANTEE BY RENAISSANCERE.

         Subject to the terms and conditions hereof, RenaissanceRe 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 one which there
are no Beneficiaries remaining; provided, however, that this Agreement shall
continue to be effective or shall be reinstated, as the case may be, if at any
time any holder of Preferred Securities or any Beneficiary must restore payment

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<PAGE>

of any sums paid under the Preferred Securities, under any Obligation, under the
Guarantee Agreement dated the date hereof between RenaissanceRe, in its capacity
as guarantor with respect to the Preferred Securities, and Bankers Trust
Company, as guarantee trustee, or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

         SECTION 1.3. WAIVER OF NOTICE.

         RenaissanceRe hereby waives notice of acceptance of this Agreement and
of any Obligation to which it applies or may apply, and RenaissanceRe hereby
waives presentment, demand for payment, protest, notices 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 RenaissanceRe
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:

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

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

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

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

         SECTION 1.5. ENFORCEMENT.

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

         SECTION 1.6. SUBROGATION.

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


                                      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
RenaissanceRe and shall inure to the benefit of the Beneficiaries.

         SECTION 2.2. AMENDMENT.

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

         SECTION 2.3. 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):

         RenaissanceRe Capital Trust II
         c/o _______________________
         ___________________________
         ___________________________
         Facsimile:
         Attention:

         RenaissanceRe Holdings Ltd.
         8-12 East Broadway
         Pembroke HM 19
         Bermuda
         Facsimile:
         Attention:

         SECTION 2.4 GOVERNING LAW.

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



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<PAGE>


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

                                               RENAISSANCERE HOLDINGS LTD.


                                               By: ____________________________
                                                    Name:
                                                    Title:

                                               RENAISSANCERE CAPITAL TRUST II


                                               By: ____________________________
                                                    Name:
                                                    Title:








                                      D-4
<PAGE>

                                                                       EXHIBIT E

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

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

     Certificate Number                         Number of Preferred Securities
            P-___                                         __________

                   Certificate Evidencing Preferred Securities

                                       Of

                         RENAISSANCERE CAPITAL TRUST II

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

         RenaissanceRe Capital Trust II, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that [Cede &
Co.] (the "Holder") is the registered owner of __________ (__________) preferred
securities of the Trust representing an undivided beneficial interest in the
assets of the Trust and designated the RenaissanceRe Capital Trust II _____%
Trust Originated Preferred Securities (Liquidation Amount $_____ per Preferred
Security) (the "Preferred Securities"). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer as provided in Section 5.4 of the Trust Agreement (as
defined below). The designations, rights, privileges, restrictions, preferences
and other terms and provisions of the Preferred Securities are set forth in, and
this certificate and the Preferred Securities represented hereby are issued and
shall in all respects be subject to the terms and provisions of the Amended and
Restated Trust Agreement of the Trust, dated as of __________, 2001, as the same
may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of Preferred Securities as set forth therein. The

                                      E-1
<PAGE>

Holder is entitled to the benefits of the Guarantee Agreement entered into by
RenaissanceRe Holdings Ltd., a Bermuda company, and Bankers Trust Company, as
guarantee trustee, dated as of __________, 2001 (the "Guarantee"), to the extent
provided therein. The Trust will furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

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

                                          RENAISSANCERE CAPITAL TRUST II


                                          By: ________________________________
                                               Name:
                                               Administrative Trustee

                                   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.



                                      E-2
<PAGE>


Date: __________

Signature: ___________________________________

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

SIGNATURE(S) GUARANTEED:

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








                                      E-3