<PAGE>

                                                                     EXHIBIT 4.7

                       DUKE CAPITAL FINANCING TRUST [  ]

                              AMENDED AND RESTATED

                                TRUST AGREEMENT

                                     AMONG

                    DUKE CAPITAL CORPORATION, AS DEPOSITOR,

                 THE CHASE MANHATTAN BANK, AS PROPERTY TRUSTEE

      CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE

                                      AND

                       ROBERT T. LUCAS III AND S.L. LOVE,

                           AS ADMINISTRATIVE TRUSTEES

                             DATED AS OF     ,
<PAGE>

                       DUKE CAPITAL FINANCING TRUST [  ]

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

<TABLE>
<CAPTION>
 Trust Indenture                                                Trust Agreement
 Act Section                                                        Section
 ---------------                                                ---------------
 <C>         <S>                                                <C>
 Section 310 (a)(1)...........................................  8.07
             (a)(2)...........................................  8.07
             (a)(3)...........................................  8.09
             (a)(4)...........................................  Not Applicable
             (b)..............................................  8.08
 Section 311 (a)..............................................  8.13
             (b)..............................................  8.13
 Section 312 (a)..............................................  5.07
             (b)..............................................  5.07
             (c)..............................................  5.07
 Section 313 (a)..............................................  8.14(a)
             (a)(4)...........................................  8.14(b)
             (b)..............................................  8.14(b)
             (c)..............................................  8.14(a)
             (d)..............................................  8.14(a), 8.14(b)
 Section 314 (a)..............................................  8.15
             (b)..............................................  Not Applicable
             (c)(1)...........................................  8.15, 8.16
             (c)(2)...........................................  8.16
             (c)(3)...........................................  8.16
             (d)..............................................  Not Applicable
             (e)..............................................  8.16
 Section 315 (a)..............................................  8.01
             (b)..............................................  8.02, 8.14(b)
             (c)..............................................  8.01(a)
             (d)..............................................  8.01, 8.03
             (e)..............................................  Not Applicable
 Section 316 (a)..............................................  Not Applicable
             (a)(l)(A)........................................  8.19
             (a)(1)(B)........................................  8.19
             (a)(2)...........................................  Not Applicable
             (b)..............................................  Not Applicable
             (c)..............................................  Not Applicable
 Section 317 (a)(1)...........................................  Not Applicable
             (a)(2)...........................................  Not Applicable
             (b)..............................................  5.09
 Section 318 (a)..............................................  10.10
</TABLE>
--------
Note: This Cross-Reference Table does not constitute part of the Trust
     Agreement and shall not affect the interpretation of any of its terms and
     provisions.
<PAGE>

                               TABLE OF CONTENTS

                                   ARTICLE I
                                 Defined Terms

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
 <C>          <S>                                                         <C>
 Section 1.01 Definitions...............................................    1

                                   ARTICLE II

                           Establishment of the Trust

 Section 2.01 Name......................................................    9
 Section 2.02 Offices of the Trustees; Principal Place of Business......    9
 Section 2.03 Initial Contribution of Trust Property; Organizational
               Expenses.................................................    9
 Section 2.04 Issuance of the Preferred Securities......................    9
 Section 2.05 Subscription and Purchase of Junior Subordinated Notes;
               Issuance of the Common Securities........................    9
 Section 2.06 Declaration of Trust......................................   10
 Section 2.07 Authorization to Enter into Certain Transactions..........   10
 Section 2.08 Assets of Trust...........................................   14
 Section 2.09 Title to Trust Property...................................   14
 Section 2.10 Mergers and Consolidations of the Trust...................   14

                                  ARTICLE III

                                Payment Account

 Section 3.01 Payment Account...........................................   15

                                   ARTICLE IV

                           Distributions; Redemption

 Section 4.01 Distributions.............................................   16
 Section 4.02 Redemption................................................   17
 Section 4.03 Subordination of Common Securities........................   18
 Section 4.04 Payment Procedures........................................   19
 Section 4.05 Tax Returns and Reports...................................   19

                                   ARTICLE V

                         Trust Securities Certificates

 Section 5.01 Initial Ownership.........................................   19
 Section 5.02 The Trust Securities Certificates.........................   19
 Section 5.03 Authentication of Trust Securities Certificates...........   20
 Section 5.04 Registration of Transfer and Exchange of Preferred
               Securities Certificates..................................   20
 Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities
               Certificates.............................................   21
 Section 5.06 Persons Deemed Securityholders............................   21
 Section 5.07 Access to List of Securityholders' Names and Addresses....   21
 Section 5.08 Maintenance of Office or Agency...........................   22
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
 <C>          <S>                                                          <C>
 Section 5.09 Appointment of Paying Agent...............................    22
 Section 5.10 Ownership of Common Securities by Depositor...............    22
 Section 5.11 Book-Entry Preferred Securities Certificates; Common
               Securities Certificate...................................    23
 Section 5.12 Notices to Clearing Agency................................    23
 Section 5.13 Definitive Preferred Securities Certificates..............    24
 Section 5.14 Rights of Securityholders.................................    24

                                   ARTICLE VI

                   Acts of Securityholders; Meetings; Voting

 Section 6.01 Limitations on Voting Rights..............................    24
 Section 6.02 Notice of Meetings........................................    25
 Section 6.03 Meetings of Preferred Securityholders.....................    25
 Section 6.04 Voting Rights.............................................    26
 Section 6.05 Proxies, etc. ............................................    26
 Section 6.06 Securityholder Action by Written Consent..................    26
 Section 6.07 Record Date for Voting and Other Purposes.................    26
 Section 6.08 Acts of Securityholders...................................    26
 Section 6.09 Inspection of Records.....................................    27

                                  ARTICLE VII

  Representations and Warranties of the Property Trustee and Delaware Trustee

 Section 7.01 Representations and Warranties of the Property Trustee and
               Delaware Trustee.........................................    27
 Section 7.02 Representations and Warranties of Depositor...............    28

                                  ARTICLE VIII

                                  The Trustees

 Section 8.01 Certain Duties and Responsibilities.......................    29
 Section 8.02 Notice of Defaults........................................    29
 Section 8.03 Certain Rights of Property Trustee........................    29
 Section 8.04 Not Responsible for Recitals or Issuance of Securities....    30
 Section 8.05 May Hold Securities.......................................    30
 Section 8.06 Compensation; Fees; Indemnity.............................    31
 Section 8.07 Trustees Required; Eligibility............................    31
 Section 8.08 Conflicting Interests.....................................    32
 Section 8.09 Co-Property Trustees and Separate Trustee.................    32
 Section 8.10 Resignation and Removal; Appointment of Successor.........    33
 Section 8.11 Acceptance of Appointment by Successor....................    34
 Section 8.12 Merger, Conversion, Consolidation or Succession to
               Business.................................................    35
 Section 8.13 Preferential Collection of Claims Against Depositor or
               Trust....................................................    35
 Section 8.14 Reports by the Property Trustee...........................    35
 Section 8.15 Reports to the Property Trustee...........................    36
 Section 8.16 Evidence of Compliance with Conditions Precedent..........    36
 Section 8.17 Number of Trustees........................................    36
 Section 8.18 Delegation of Power.......................................    36
 Section 8.19 Enforcement of Rights of Property Trustee by
               Securityholders..........................................    37
 Section 8.20 Delaware Trustee..........................................    37
</TABLE>

                                       ii
<PAGE>

                                   ARTICLE IX

                          Termination and Liquidation

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
 <C>           <S>                                                          <C>
 Section 9.01  Termination Upon Expiration Date...........................   38
 Section 9.02  Early Termination..........................................   38
 Section 9.03  Termination................................................   38
 Section 9.04  Liquidation................................................   38
 Section 9.05  Bankruptcy.................................................   39

                                   ARTICLE X

                            Miscellaneous Provisions

 Section 10.01 Guarantee by the Depositor.................................   40
 Section 10.02 Limitation of Rights of Securityholders....................   40
 Section 10.03 Amendment..................................................   40
 Section 10.04 Separability...............................................   41
 Section 10.05 Governing Law..............................................   41
 Section 10.06 Notice of Deferral of Distribution.........................   41
 Section 10.07 Headings...................................................   42
 Section 10.08 Notice and Demand..........................................   42
 Section 10.09 Agreement Not to Petition..................................   42
 Section 10.10 Conflict with Trust Indenture Act..........................   43
 Section 10.11 Successors.................................................   43

 EXHIBIT A     Certificate of Trust
 EXHIBIT B     (Reserved)
 EXHIBIT C     Form of Common Securities Certificate
 EXHIBIT D     Form of Expense Agreement
 EXHIBIT E     Form of Preferred Securities Certificate
</TABLE>

                                      iii
<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of          ,     , by and
among (i) Duke Capital Corporation, a Delaware corporation (the "Depositor" or
the "Corporation"), (ii) The Chase Manhattan Bank, a banking corporation duly
organized and existing under the laws of the State of New York, as trustee (the
"Property Trustee" and, in its separate corporate capacity and not in its
capacity as Property Trustee, the "Bank"), (iii) Chase Manhattan Bank USA,
National Association, a national association duly organized under the laws of
the United States of America, as Delaware trustee (the "Delaware Trustee" and,
in its separate corporate capacity and not in its capacity as Delaware Trustee,
the "Delaware Bank"), (iv) Robert T. Lucas III, an individual, and S.L. Love,
an individual, as administrative trustees (each an "Administrative Trustee" and
together the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                  WITNESSETH:

WHEREAS, the Depositor and the Delaware Trustee have heretofore duly declared
and established a business trust pursuant to the Delaware Business Trust Act by
entering into that certain Trust Agreement, dated as of          ,      (the
"Original Trust Agreement"), and by the execution and filing by the Delaware
Trustee with the Secretary of State of the State of Delaware of the Certificate
of Trust, dated          ,      (the "Certificate of Trust"); and

WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the addition of the Bank, Robert T. Lucas III and S.L. Love as
trustees of the Trust, (ii) the acquisition by the Trust from the Depositor of
all of the right, title and interest in the Junior Subordinated Notes, (iii)
the issuance of the Common Securities by the Trust to the Depositor, and (iv)
the issuance and sale of the Preferred Securities by the Trust pursuant to the
Underwriting Agreement.

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

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

  (b) all other terms used herein that are defined in the Trust Indenture
  Act, either directly or by reference therein, have the meanings assigned to
  them therein;
<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 6.08.

"Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, an amount equal to the Additional
Interest (as defined in clause (ii) of the definition of "Additional Interest"
in the Subordinated Indenture) paid by the Depositor on a Like Amount of Junior
Subordinated Notes for such period.

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

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

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

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

  (i) the entry by a court having jurisdiction in the premises of (A) a
  decree or order for relief in respect of such Person in an involuntary case
  or proceeding under any applicable federal or state bankruptcy, insolvency,
  reorganization or other similar law or (B) a decree or order adjudging such
  Person a bankrupt or insolvent, or approving as properly filed a petition
  seeking reorganization, arrangement, adjustment or composition of or in
  respect of such Person under any applicable federal or state law, or
  appointing a custodian, 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 for relief or any
  such other decree or order unstayed and in effect for a period of 90
  consecutive days; or

  (ii) the commencement by such Person of a voluntary case or proceeding
  under any applicable federal or state bankruptcy, insolvency,
  reorganization or other similar law or of any other case or proceeding to
  be adjudicated a bankrupt or insolvent, or the consent by it to the entry
  of a decree or order for relief in respect of such Person in an involuntary
  case or proceeding under any applicable federal or state bankruptcy,
  insolvency, reorganization or other similar law or to the commencement of
  any bankruptcy or insolvency case or proceeding against it, or the filing

                                       2
<PAGE>

  by it of a petition or answer or consent seeking reorganization or relief
  under any applicable federal or state law, or the consent by it to the
  filing of such petition or to the appointment of or taking possession by a
  custodian, receiver, liquidator, assignee, trustee, sequestrator or other
  similar official of the Corporation or of any substantial part of its
  property, or the making by it of an assignment for the benefit of
  creditors, or the admission by it in writing of its inability to pay its
  debts generally as they become due, or the authorization of any such action
  by the board of directors of such Person;

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

"Board Resolution" means a copy of a resolution certified by the Secretary or
an Assistant Secretary of the Depositor to have been duly adopted by the
Depositor's Board of Directors or a duly authorized committee thereof and to be
in full force and effect on the date of such certification, and delivered to
the Trustees.

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

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

"Certificate Depository Agreement" means the agreement among the Trust, The
Chase Manhattan Bank, as agent, and The Depository Trust Company, as the
initial Clearing Agency, dated          ,      relating to the Preferred
Securities Certificates as the same may be amended and supplemented from time
to time.

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

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

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

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

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

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

                                       3
<PAGE>

"Corporate Trust Office" means the office of the Property Trustee located in
New York, New York at which its corporate trust business shall be principally
administered.

"Corporation" means Duke Capital Corporation, its successors and assigns.

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

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

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

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

"Depositor" means Duke Capital Corporation, in its capacity as "Depositor"
under this Trust Agreement, its successors and assigns.

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

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

"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):

  (i) the occurrence of an Indenture Event of Default; or

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

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

  (iv) default in the performance, or breach, of any covenant or warranty of
  the Trustees in this Trust Agreement (other than a covenant or warranty a
  default in whose performance or breach is dealt with in clause (ii) or
  (iii) above) and continuation of such default or breach for a period of 60
  days after there has been given, by registered or certified mail, to the
  Trustees by the Holders of at least 25% in Liquidation Amount of the
  Outstanding Preferred Securities a written notice specifying such default
  or breach and requiring it to be remedied and stating that such notice is a
  "Notice of Default" hereunder; unless Holders in Liquidation Amount of
  Outstanding Preferred Securities not less than the Liquidation Amount of
  Outstanding Preferred Securities

                                       4
<PAGE>

  the Holders of which gave such notice, shall agree in writing to an
  extension of such period prior to its expiration; provided, however, that
  the Holders of such Liquidation Amount of Outstanding Preferred Securities
  shall be deemed to have agreed to an extension of such period if corrective
  action is initiated by the Trustees within such period and is being
  diligently pursued; or

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

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

"Exchange Act" means the Securities Exchange Act of 1934, as amended from time
to time, or any successor legislation.

"Guarantee" means the Guarantee Agreement executed and delivered by the
Corporation and The Chase Manhattan Bank, as Guarantee 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 Event of Default" means an "Event of Default," as defined in the
Subordinated Indenture with respect to the Junior Subordinated Notes.

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

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

"Investment Company Act" means the Investment Company Act of 1940, as amended
from time to time, or any successor legislation.

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

"Junior Subordinated Notes" means the $            aggregate principal amount
of the Depositor's Series     % Junior Subordinated Notes due          ,
issued pursuant to the Subordinated Indenture.

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

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

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


                                       5
<PAGE>

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

"Liquidation Distribution" has the meaning specified in Section 9.05.

"Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Depositor, and
delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate to be delivered by the Depositor pursuant to Section 8.16 shall be
the principal executive, financial or accounting officer of the Depositor. An
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

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

  (b) a brief statement as to the nature and scope of the examination or
  investigation upon which the statements or opinions contained in the
  Officers' Certificate are based;

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

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

"OID" means "original issue discount" as that term is defined in the Internal
Revenue Code of 1986, as amended.

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

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

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

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

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

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

                                       6
<PAGE>

determining whether the Holders of the requisite Liquidation Amount of the
Outstanding Preferred Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Preferred Securities owned,
whether of record or beneficially, by the Depositor, the Holder of the Common
Securities, any Administrative Trustee or any Affiliate of the Depositor or any
Administrative Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Preferred Securities which such Trustee knows to be so
owned shall be so disregarded and (b) the foregoing shall not apply at any time
when all of the outstanding Preferred Securities are owned by the Depositor,
the Holder of the Common Securities, one or more Administrative 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 5.09 and shall initially be the Property Trustee.

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

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

"Preferred Security" means an undivided beneficial ownership interest in the
assets of the Trust having a Liquidation Amount of $   and having 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
a Preferred Security or Securities, substantially in the form attached as
Exhibit E.

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

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

                                       7
<PAGE>

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

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

"Securities Act" means the Securities Act of 1933, as amended from time to
time, or any successor legislation.

"Security Register" and "Security Registrar" are described in Section 5.04.

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

"Subordinated Indenture" means the Subordinated Indenture, dated as of April 1,
1998, between the Depositor and the Indenture Trustee, as heretofore
supplemented and amended and as supplemented by the Supplemental Indenture.

"Supplemental Indenture" means the       Supplemental Indenture, dated as of
         ,     , by and between the Depositor and the Indenture Trustee.

"Trust" means the Delaware business trust continued hereby and identified on
the cover page to this Trust Agreement.

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

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

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

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

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

                                       8
<PAGE>

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

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

                                   ARTICLE II

                           Establishment of the Trust

Section 2.01 Name. The Trust continued hereby shall be known as "Duke Capital
Financing Trust [   ]," in which name the Trustees may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued. The Administrative Trustees may change the name of
the Trust from time to time following written notice to the Holders.

Section 2.02 Offices of the Trustees; Principal Place of Business. The address
of the Property Trustee is The Chase Manhattan Bank, 450 West 33rd Street, New
York, New York 10001, or at such other address in New York as the Property
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal place of business of the Delaware Trustee is 1201
Market Street, Wilmington, Delaware 19801, or at such other address in Delaware
as the Delaware Trustee may designate by notice to the Depositor. The address
of the Administrative Trustees is c/o Duke Capital Corporation, 526 South
Church Street, Charlotte, North Carolina 28202, Attention: Corporate Secretary.
The principal place of business of the Trust is c/o Duke Capital Corporation,
526 South Church Street, Charlotte, North Carolina 28202. The Depositor may
change the principal place of business of the Trust at any time by giving
notice thereof to the Trustees.

Section 2.03 Initial Contribution of Trust Property; Organizational
Expenses. The Delaware Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

Section 2.04 Issuance of the Preferred Securities. Contemporaneously with the
execution and delivery of this Trust Agreement, the Administrative Trustees, on
behalf of the Trust, shall execute and deliver to the underwriters named in the
Underwriting Agreement Preferred Securities Certificates, registered in the
name of the nominee of the initial Clearing Agency, in an aggregate amount of
           Preferred Securities having an aggregate Liquidation Amount of
$           (the "Preferred Securities") against receipt of the aggregate
purchase price of such Preferred Securities of $          , which amount the
Administrative Trustees shall promptly deliver to the Property Trustee.

Section 2.05 Subscription and Purchase of Junior Subordinated Notes; Issuance
of the Common Securities. Contemporaneously with the execution and delivery of
this Trust Agreement, the Administrative Trustees, on behalf of the Trust,
shall execute and deliver to the Depositor Common Securities Certificates,
registered in the name of the Depositor, in an aggregate amount of

                                       9
<PAGE>

Common Securities having an aggregate Liquidation Amount of $          ,
against payment by the Depositor of such amount. Contemporaneously therewith,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Junior Subordinated Notes, registered in the name
of the Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $           and, in satisfaction of the
purchase price for such Junior Subordinated Notes, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $          .

Section 2.06 Declaration of Trust. The exclusive purposes and functions of the
Trust are (i) to issue and sell the Trust Securities and use the proceeds from
such sale to acquire the Junior Subordinated Notes, and (ii) to engage in only
those other activities necessary, incidental, appropriate or convenient
thereto. The Depositor hereby appoints each of the Bank, the Delaware Bank,
Robert T. Lucas III, and S.L. Love as trustees of the Trust, to have all the
rights, powers and duties to the extent set forth herein. The Property Trustee
hereby declares that it will hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Trust and the
Securityholders. The Trustees shall have all rights, powers and duties set
forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Property Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees
for the sole and limited purpose of fulfilling the requirements of (S)3807 of
the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the
Original Trust Agreement, has filed the Certificate of Trust of the Trust with
the office of the Secretary of State of the State of Delaware, a copy of which
is attached hereto as Exhibit A, and such filing is hereby confirmed and
ratified.

Section 2.07 Authorization to Enter into Certain Transactions. The Trustees
shall conduct the affairs of the Trust in accordance with the terms of this
Trust Agreement. Subject to the limitations set forth in paragraph (C) of this
Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee) or implied, otherwise granted to
the Trustees under this Trust Agreement, and to perform all acts in furtherance
thereof, including, without limitation, the following:

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

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

    (ii) to give the Depositor and the Property Trustee prompt written
    notice of the occurrence of any Special Event (as defined in the
    Supplemental Indenture) and to take any ministerial actions in
    connection therewith; provided that the Administrative Trustees shall
    consult

                                       10
<PAGE>

    with the Depositor and the Property Trustee before taking or refraining
    to take any ministerial action in relation to a Special Event;

    (iii) to establish a record date with respect to all actions to be
    taken hereunder that require a record date be established, including
    for the purposes of (S)316(c) of the Trust Indenture Act and with
    respect to Distributions, voting rights, redemptions, and exchanges,
    and to issue relevant notices to Holders of the Trust Securities as to
    such actions and applicable record dates;

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

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

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

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

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

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

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

    (xi) to issue and sell the Trust Securities;

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

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

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

                                       11
<PAGE>

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

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

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

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

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

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

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

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

    (iii) subject to the terms hereof, exercise all of the rights, powers
    and privileges of a holder of the Junior Subordinated Notes under the
    Subordinated Indenture and, if an Event of Default occurs and is
    continuing, enforce for the benefit of, and subject to the rights of,
    the Holders of the Trust Securities, its rights as holder of the Junior
    Subordinated Notes under the Subordinated Indenture;

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

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

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

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

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

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


                                       12
<PAGE>

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

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

    (xii) as provided in this Trust Agreement, the winding-up of the
    affairs of and termination of the Trust and the preparation, execution
    and filing of the certificate of cancellation with the Secretary of
    State of Delaware; and

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

  (C) So long as this Trust Agreement remains in effect, the Trust (or the
  Trustees acting on behalf of the Trust) shall not undertake any business,
  activity or transaction except as expressly provided herein or contemplated
  hereby. In particular, the Trustees shall not (i) acquire any investments
  or engage in any activities not authorized by this Trust Agreement, (ii)
  sell, assign, transfer, exchange, pledge, set-off or otherwise dispose of
  any of the Trust Property or interests therein, including to
  Securityholders, except as expressly provided herein, (iii) take any action
  that would cause the Trust to fail or cease to qualify as a grantor trust
  for United States federal income tax purposes, (iv) incur any indebtedness
  for borrowed money, (v) take or consent to any action that would result in
  the placement of a Lien on any of the Trust Property, (vi) issue any
  securities other than the Trust Securities, or (vii) have any power to, or
  agree to any action by the Depositor that would, vary the investment
  (within the meaning of Treasury Regulation Section 301.7701-4(c)) of the
  Trust or of the Securityholders. The Trustees shall defend all claims and
  demands of all Persons at any time claiming any Lien on any of the Trust
  Property adverse to the interest of the Trust or the Securityholders in
  their capacity as Securityholders.

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

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

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

    (iii) to prepare for filing by the Trust an application to the New York
    Stock Exchange or any other national stock exchange or the NASDAQ
    National Market for listing upon notice of issuance of any Preferred
    Securities;


                                       13
<PAGE>

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

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

    (vi) to negotiate the terms of the Certificate Depository Agreement
    relating to the Preferred Securities and to execute, deliver and
    perform the Certificate Depository Agreement on behalf of the Trust;
    and

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

  (E) Notwithstanding anything herein to the contrary, the Administrative
  Trustees are authorized and directed to conduct the affairs of the Trust
  and to operate the Trust so that the Trust will not be deemed to be an
  "investment company" required to be registered under the Investment Company
  Act, or taxed as other than a grantor trust for United States federal
  income tax purposes and so that the Junior Subordinated Notes will be
  treated as indebtedness of the Depositor for United States federal income
  tax purposes. In this connection, the Depositor and the Administrative
  Trustees are authorized to take any action, not inconsistent with
  applicable law, the Certificate of Trust or this Trust Agreement, that each
  of the Depositor and the Administrative Trustees determines in its
  discretion to be necessary or desirable for such purposes, as long as such
  action does not materially and adversely affect the interests of the
  Holders of the Preferred Securities.

Section 2.08 Assets of Trust. The assets of the Trust shall consist of the
Trust Property.

Section 2.09 Title to Trust Property. Legal title to all Trust Property shall
be vested at all times in the Property Trustee (in its capacity as such) and
shall be held and administered by the Property Trustee for the benefit of the
Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Junior Subordinated
Notes shall vest automatically in each Person who may thereafter be appointed
as Property Trustee in accordance with the terms hereof. Such vesting and
cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered.

Section 2.10 Mergers and Consolidations of the Trust. The Trust may not
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other entity, except as described below. The Trust may at the
request of the Corporation, with the consent of the Administrative Trustees and
without the consent of the Holders of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state; provided that (i) such successor entity either (x)
expressly assumes all of the obligations of the Trust with respect to the Trust
Securities or (y) substitutes for the Preferred Securities and the Common
Securities other securities having substantially the same terms as the Trust
Securities (herein referred to as the "Successor Securities") so long as the
Successor Securities rank the same as the Trust Securities rank in priority
with respect to Distributions and payments upon liquidation, redemption and
otherwise, (ii) the Corporation expressly appoints a trustee of such successor
entity possessing the

                                       14
<PAGE>

same powers and duties as the Property Trustee as the holder of legal title to
the Junior Subordinated Notes, (iii) the Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, (iv) such
merger, consolidation, amalgamation or replacement does not cause the Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization, (v) such consolidation,
amalgamation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust 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
consolidation, amalgamation, merger or replacement, the Corporation and the
Property Trustee have received an Opinion of Counsel experienced in such
matters to the effect that (A) such consolidation, amalgamation, merger or
replacement does not adversely affect the rights, preferences and privileges of
the Holders of the Trust Securities (including any Successor Securities) in any
material respect, and (B) following such consolidation, amalgamation, merger or
replacement, neither the Trust nor such successor entity will be required to
register as an investment company under the Investment Company Act, and (viii)
the Corporation 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 Trust Securities, consolidate, amalgamate, merge
with or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger or replacement 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 III

                                Payment Account

Section 3.01 Payment Account.

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

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


                                       15
<PAGE>

                                   ARTICLE IV

                           Distributions; Redemption

Section 4.01 Distributions.

(a) Distributions on the Trust Securities shall be cumulative and accrue from
the Issue Date and, except in the event that the Depositor exercises its right
to extend the interest payment period for the Junior Subordinated Notes
pursuant to Section 104 of the Supplemental Indenture, shall be payable
quarterly in arrears on March 31, June 30, September 30 and December 31 of each
year, commencing on            ,     . If any date on which Distributions are
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding day which is
a Business Day (and without any interest or other payment in respect of any
such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Distribution shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date (each such date, a "Distribution Date").

(b) Distributions payable on the Trust Securities shall be fixed at a rate of
  % per annum of the Liquidation Amount of the Trust Securities. The amount of
Distributions payable for any full quarterly period shall be computed on the
basis of twelve 30-day months and a 360-day year. If the interest payment
period for the Junior Subordinated Notes is extended pursuant to Section 104 of
the Supplemental Indenture (an "Extension Period"), then the rate per annum at
which Distributions on the Trust Securities accumulate shall be increased by an
amount such that the aggregate amount of Distributions that accumulate on all
Trust Securities during any such Extension Period is equal to the aggregate
amount of interest (including interest payable on unpaid interest at the
percentage rate per annum set forth above, compounded quarterly, to the extent
permitted by applicable law) that accrues during any such Extension Period on
the Junior Subordinated Notes. The payment of such deferred interest, together
with interest thereon, will be distributed, if funds are legally available
therefor, to the Holders of the Trust Securities (as they appear on the books
and records of the Trust on the record date (as specified in Section 4.01(d))
next following the termination of such Extension Period) as received at the end
of any Extension Period. The amount of Distributions payable for any period
shall include the Additional Amounts, if any.

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

(d) Distributions (including Additional Amounts, if any) on the Trust
Securities on each Distribution Date shall be payable to the Holders thereof as
they appear on the Security Register for the Trust Securities on the relevant
record date, which shall be the close of business on the fifteenth calendar day
prior to the relevant Distribution Date.

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


                                       16
<PAGE>

Section 4.02 Redemption.

(a) On each Redemption Date with respect to the Junior Subordinated Notes, the
Trust will be required to redeem a Like Amount of Trust Securities at the
Redemption Price.

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

  (i) the Redemption Date;

  (ii) the Redemption Price;

  (iii) the CUSIP number;

  (iv) if less than all the Outstanding Trust Securities are to be redeemed,
  the total Liquidation Amount of the 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 the Distributions
  thereon will cease to accrue on and after such date.

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

(d) If the Property Trustee gives a notice of redemption in respect of any
Preferred Securities, then, by 2:00 P.M. New York City time, on the Redemption
Date, subject to Section 4.02(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. If the Preferred Securities are not in book-entry
only form, the Property Trustee, subject to Section 4.02(c), shall irrevocably
deposit with the Paying Agent funds sufficient to pay the applicable Redemption
Price and will give the Paying Agent irrevocable instructions to pay the
Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable
on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Security 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, 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 shall be made on the next succeeding day
which is a Business Day (and without any interest or other payment in respect
of any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Redemption Price shall be made on the
immediately preceding Business Day, in each case, with

                                       17
<PAGE>

the same force and effect as if made on such date. In the event that payment of
the Redemption Price in respect of Trust Securities is improperly withheld or
refused and not paid either by the Trust or by the Depositor pursuant to the
Guarantee, Distributions on such Trust Securities will continue to accrue at
the then applicable rate, from such Redemption Date originally established by
the Trust for such Preferred Securities to the date such Redemption Price is
actually paid.

(e) Payment of the Redemption Price on the Trust Securities shall be made to
the recordholders thereof as they appear on the Security Register for the Trust
Securities on the relevant record date, which shall be the close of business on
the fifteenth calendar day prior to the Redemption Date.

(f) If less than all the Outstanding Trust Securities are to be redeemed on a
Redemption Date, then the aggregate Liquidation Amount of Trust Securities to
be redeemed shall be allocated 3% to the Common Securities and 97% to the
Preferred Securities, with such adjustments that each amount so allocated shall
be divisible by $  . The particular Preferred Securities to be redeemed shall
be selected not more than 60 days prior to the Redemption Date by the Property
Trustee from the Outstanding Preferred Securities not previously called for
redemption, by such method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $   or integral multiples thereof) of the Liquidation Amount of
Preferred Securities of a denomination larger than $  ; provided, however, that
before undertaking redemption of the Preferred Securities on other than a pro
rata basis, the Property Trustee shall have received an Opinion of Counsel that
the status of the Trust as a grantor trust for United States federal income tax
purposes would not be adversely affected. The Property Trustee shall promptly
notify the 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 which has been
or is to be redeemed.

(g) Subject to the foregoing provisions of Section 4.02 and to applicable law
(including, without limitation, United States federal securities laws), the
Corporation or its Affiliates may, at any time and from time to time, purchase
outstanding Preferred Securities by tender, in the open market or by private
agreement.

Section 4.03 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
pro rata based on the Liquidation Amount of the Trust Securities; provided,
however, that if on any Distribution Date or Redemption Date an Indenture 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

                                       18
<PAGE>

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.

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

Section 4.04 Payment Procedures. Payments in respect of the Preferred
Securities shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register or, if the
Preferred Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency, which shall credit the relevant Persons' accounts
at such Clearing Agency on the applicable distribution dates. Payments in
respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Common
Securities.

Section 4.05 Tax Returns and Reports. The Administrative Trustee(s) shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust.

The Administrative Trustee(s) shall provide or cause to be provided on a timely
basis to each Holder any Internal Revenue Service form required to be so
provided in respect of the Trust Securities.

                                   ARTICLE V

                         Trust Securities Certificates

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

Section 5.02 The Trust Securities Certificates. Each of the Preferred and
Common Securities Certificates shall be issued in minimum denominations of $
and integral multiples in excess thereof. The Trust Securities Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of at
least one Administrative Trustee. Trust Securities Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such Trust Securities
Certificates or did not hold such offices at the date of authentication and
delivery of such Trust

                                       19
<PAGE>

Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

Section 5.03 Authentication of Trust Securities Certificates. On the Issue
Date, the Administrative Trustees shall cause Trust Securities Certificates, in
an aggregate Liquidation Amount as provided in Sections 2.04 and 2.05, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor signed by its Chairman of the Board, its
President or any Vice President, without further corporate action by the
Depositor, in authorized denominations. No Trust Securities Certificate shall
entitle its Holder to any benefit under this Trust Agreement, or shall be valid
for any purpose, unless there shall appear on such Trust Securities Certificate
a certificate of authentication substantially in the form set forth in Exhibit
E or Exhibit C, as applicable, executed by at least one Administrative Trustee
by manual signature; such authentication shall constitute conclusive evidence
that such Trust Securities Certificate shall have been duly authenticated and
delivered hereunder. All Trust Securities Certificates shall be dated the date
of their authentication.

Section 5.04 Registration of Transfer and Exchange of Preferred Securities
Certificates. The Security Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 5.08, a Security Register in
which, subject to such reasonable regulations as it may prescribe, the Security
Registrar shall provide for the registration of Preferred Securities
Certificates and the Common Securities Certificates (subject to Section 5.10 in
the case of the Common Securities Certificates) and registration of transfers
and exchanges of Preferred Securities Certificates as herein provided. The
Property Trustee shall be the initial Security Registrar.

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

Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Administrative Trustees and
the Security Registrar duly executed by the Holder or such Holder's 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 Security Registrar in accordance with its customary
practice.

No service charge shall be made for any registration of transfer or exchange of
Preferred Securities Certificates, but the Security Registrar or the
Administrative Trustees may require payment of a sum

                                       20
<PAGE>

sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Preferred Securities Certificates.

Section 5.05 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Security Registrar, or if the Security 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 Security
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees or any one of them on behalf of the
Trust shall execute and authenticate and make available for delivery, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Securities Certificate, a new Trust Securities Certificate of like class, tenor
and denomination. In connection with the issuance of any new Trust Securities
Certificate under this Section, the Administrative Trustees or the Security
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section shall constitute
conclusive evidence of an ownership interest in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

Section 5.06 Persons Deemed Securityholders. Prior to due presentation of a
Trust Securities Certificate for registration of transfer, the Trustees or the
Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving Distributions
(subject to Section 4.01(d)) and for all other purposes whatsoever, and neither
the Trustees nor the Security Registrar shall be bound by any notice to the
contrary.

Section 5.07 Access to List of Securityholders' Names and Addresses. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than June 1 and
December 1 in each year and (ii) the Depositor or the Property Trustee, as the
case may be, within 30 days after receipt by any Administrative Trustee of a
request therefor from the Depositor or the Property Trustee, as the case may
be, in writing, a list, in such form as the Depositor or the Property Trustee,
as the case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If
three or more Securityholders or one or more Holders of Trust Securities
Certificates evidencing not less than 25% of the outstanding Liquidation Amount
apply in writing to the Administrative Trustees, and such application states
that the applicants desire to communicate with other Securityholders with
respect to their rights under this Trust Agreement or under the Trust
Securities Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Administrative
Trustees shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Securityholders. Each Holder, by receiving and holding a Trust
Securities Certificate, shall be deemed to have agreed not to hold either the
Depositor or the Administrative Trustees

                                       21
<PAGE>

accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

Section 5.08 Maintenance of Office or Agency. The Administrative Trustees shall
maintain in the Borough of Manhattan, New York, an office or offices or agency
or agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate The Chase Manhattan Bank, 450 West
33rd Street, New York, New York 10001 as the principal agency for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Security Register or any such office or agency.

Section 5.09 Appointment of Paying Agent. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Property Trustee and the Administrative Trustees. Any Paying Agent shall
have the revocable power to withdraw funds from the Payment Account for the
purpose of making the Distributions and payments provided hereby. The
Administrative Trustees may revoke such power and remove the Paying Agent if
such Trustees determine in their sole discretion that the Paying Agent shall
have failed to perform its obligations under this Trust Agreement in any
material respect. The Paying Agent shall initially be the Property Trustee, and
it may choose any co-paying agent that is acceptable to the Administrative
Trustees and the Depositor. Any Person acting as Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the
Administrative Trustees and the Depositor. In the event that a Paying Agent
shall resign or be removed, the Administrative Trustees shall appoint a
successor that is acceptable to the Depositor to act as Paying Agent (which
shall be a bank or trust company). The Administrative Trustees shall cause such
successor Paying Agent or any additional Paying Agent appointed by the
Administrative Trustees to execute and deliver to the Trustees an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Trustees that as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the
Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall
apply to the Property Trustee also in its role as Paying Agent, for so long as
the Property Trustee shall act as Paying Agent and, to the extent applicable,
to any other paying agent appointed hereunder. Any reference in this Agreement
to the Paying Agent shall include any co-paying agent unless the context
requires otherwise.

Section 5.10 Ownership of Common Securities by Depositor. On the Issue Date,
the Depositor shall acquire, and thereafter retain, beneficial and record
ownership of the Common Securities. Any attempted transfer of the Common
Securities, except for transfers by operation of law or to an Affiliate of the
Depositor or a permitted successor under Section 801 of the Subordinated
Indenture, shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor and its permitted transferees to
contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS
PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN."

                                       22
<PAGE>

Section 5.11 Book-Entry Preferred Securities Certificates; Common Securities
Certificate.

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

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

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

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

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

  (v) whenever this Trust Agreement requires or permits actions to be taken
  based upon instructions or directions of Holders of Trust Securities
  Certificates evidencing a specified percentage of the aggregate Liquidation
  Amount, the Clearing Agency shall be deemed to represent such percentage
  only to the extent that it has received instructions to such effect from
  Owners and/or Clearing Agency Participants owning or representing,
  respectively, such required percentage of the beneficial interest in the
  applicable class of Trust Securities Certificates and has delivered such
  instructions to the Trustees.

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

Section 5.12 Notices to Clearing Agency. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Preferred Securities Certificates shall have been issued to
Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

                                       23
<PAGE>

Section 5.13 Definitive Preferred Securities Certificates. If (i) the Depositor
advises the Trustees in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the
Preferred Securities Certificates, and the Depositor is unable to locate a
qualified successor within 90 days of receipt by the Depositor of such written
advice, or (ii) the Depositor at its option advises the Trustees in writing
that it elects to terminate the book-entry system through the Clearing Agency,
then the Administrative Trustees shall notify the Clearing Agency and Holders
of the Preferred Securities. Upon surrender to the Administrative Trustees of
the typewritten Preferred Securities Certificate or Certificates representing
the Book-Entry Preferred Securities Certificates by the Clearing Agency,
accompanied by registration instructions, the Administrative Trustees or any
one of them shall execute and authenticate the Definitive Preferred Securities
Certificates in accordance with the instructions of the Clearing Agency.
Neither the Security Registrar nor the Trustees shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Preferred Securities Certificates, the Trustees shall recognize the Holders of
the Definitive Preferred Securities Certificates as Securityholders. The
Definitive Preferred Securities Certificates shall be printed, lithographed or
engraved or may be produced in any other manner as is reasonably acceptable to
the Administrative Trustees, as evidenced by the execution thereof by the
Administrative Trustees or any one of them.

Section 5.14 Rights of Securityholders. The legal title to the Trust Property
is vested exclusively in the Property Trustee (in its capacity as such) in
accordance with Section 2.09, and the Securityholders shall not have any right
or title therein other than the undivided beneficial ownership interest in the
assets of the Trust conferred by their Trust Securities, and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below. The Trust Securities shall be personal
property giving only the rights specifically set forth therein and in this
Trust Agreement. The Trust Securities shall have no preemptive or other similar
rights and when issued and delivered to Securityholders against payment of the
purchase price therefor will be fully paid and nonassessable by the Trust.
Except as otherwise provided in the Expense Agreement and Section 10.01 hereof
with respect to the Depositor, the Holders of the Trust Securities shall be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware.

                                   ARTICLE VI

                   Acts of Securityholders; Meetings; Voting

Section 6.01 Limitations on Voting Rights.

(a) Except as provided in this Section, in Section 8.10 or Section 10.03 of
this Trust Agreement, in the Subordinated Indenture, and as otherwise required
by law, no Holder of Preferred Securities shall have any right to vote or in
any manner otherwise control the administration, operation and management of
the Trust or the obligations of the parties hereto, nor shall anything herein
set forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.


                                       24
<PAGE>

(b) So long as any Junior Subordinated Notes 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 Indenture Trustee, or exercising any
trust or power conferred on the Indenture Trustee with respect to such Junior
Subordinated Notes, (ii) consent to waive any past default which is waivable
under Section 513 of the Subordinated Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Junior
Subordinated Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Subordinated Indenture or the Junior
Subordinated Notes, where such consent shall be required, or to any other
action, as holder of the Junior Subordinated Notes, under the Subordinated
Indenture, without, in each case, obtaining the prior approval of the Holders
of at least 66 2/3% in Liquidation Amount of the Outstanding Preferred
Securities; provided, however, that where a consent under the Subordinated
Indenture would require the consent of each holder of Junior Subordinated Notes
affected thereby, no such consent shall be given by the Trustees 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 pursuant to 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
Indenture Trustee with respect to the Junior Subordinated Notes.

(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 the powers, preferences or special rights of the Preferred Securities,
whether by way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than pursuant to the
terms of this Trust Agreement, then the Holders of Outstanding Preferred
Securities as a class will be entitled to vote on such amendment or proposal
and such amendment or proposal shall not be effective except with the approval
of the Holders of at least 66 2/3% in Liquidation Amount of the Outstanding
Preferred Securities.

Section 6.02 Notice of Meetings. Notice of all meetings of the Preferred
Securityholders, stating the time, place and purpose of the meeting, shall be
given by the Administrative Trustees pursuant to Section 10.08 to each
Preferred Securityholder of record, at his registered address, at least 15 days
and not more than 90 days before the meeting. At any such meeting, any business
properly before the meeting may be so considered whether or not stated in the
notice of the meeting. Any adjourned meeting may be held as adjourned without
further notice. Any and all notice to which any Preferred Securityholder
hereunder may be entitled and any and all communications shall be deemed duly
served or given if mailed, postage prepaid, addressed to any Preferred
Securityholders of record at his last known address as recorded on the Security
Register.

Section 6.03 Meetings of Preferred Securityholders. No annual meeting of
Securityholders is required to be held. The Administrative Trustees, however,
shall call a meeting of Securityholders to vote on any matter upon the written
request of the Preferred Securityholders of record of 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 Preferred Securities (based
upon their Liquidation Amount), present in person or by proxy, shall constitute
a quorum at any meeting of Securityholders.

                                       25
<PAGE>

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

Section 6.04 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 6.05 Proxies, etc. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as
the Administrative Trustees may direct, for verification prior to the time at
which such vote shall be taken. Pursuant to a resolution of the Property
Trustee, proxies may be solicited in the name of the Property Trustee or one or
more officers of the Property Trustee. Only Securityholders of record shall be
entitled to vote. When Trust Securities are held jointly by several Persons,
any one of them may vote at any meeting in person or by proxy in respect of
such Trust Securities, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Trust Securities. A proxy purporting to be executed by or on
behalf of a Securityholder shall be deemed valid unless challenged at or prior
to its exercise, and the burden of proving invalidity shall rest on the
challenger. No proxy shall be valid more than three years after its date of
execution.

Section 6.06 Securityholder Action by Written Consent. Any action which may be
taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least 66 2/3% of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

Section 6.07 Record Date for Voting and Other Purposes. For the purposes of
determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided
for in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of any
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 6.08 Acts of Securityholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Trust Agreement to be given, made or taken by Securityholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Securityholders in person or by an agent appointed in
writing; and, except as otherwise expressly provided herein, such action shall
become effective when such instrument or instruments are delivered to the
Administrative Trustees. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Securityholders signing such instrument or instruments. Proof of
execution of

                                       26
<PAGE>

any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section
8.01) conclusive in favor of the Trustees, if made in the manner provided in
this Section.

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

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

Section 6.09 Inspection of Records. Upon reasonable notice to the Trustees, the
records of the Trust shall be open to inspection by Securityholders during
normal business hours for any purpose reasonably related to such
Securityholder's interest as a Securityholder.

                                  ARTICLE VII

  Representations and Warranties of the Property Trustee and Delaware Trustee

Section 7.01 Representations and Warranties of the Property Trustee and
Delaware Trustee. The Bank, the Delaware Bank, the Property Trustee and the
Delaware Trustee, each on behalf of and as to itself, hereby represents and
warrants for the benefit of the Depositor and the Securityholders that:

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

                                       27
<PAGE>

  association duly organized, validly existing and in good standing under the
  laws of the United States of America;

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

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

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

  (e) neither the authorization, execution or delivery by the Bank or the
  Delaware Bank of this Trust Agreement, nor the consummation of any of the
  transactions by the Bank, the Property Trustee, the Delaware Bank or the
  Delaware Trustee (as appropriate in context) contemplated herein or
  therein, nor the issuance of the Trust Securities Certificates pursuant to
  this Trust Agreement require 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
  or New York law governing the banking or trust powers of the Bank or the
  Delaware Bank.

Section 7.02 Representations and Warranties of Depositor.

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

  (a) the Trust Securities Certificates being issued at the Closing Date 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 the date of
  issuance, 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.


                                       28
<PAGE>

                                  ARTICLE VIII

                                  The Trustees

Section 8.01 Certain Duties and Responsibilities.

(a) The rights, duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and the Delaware Business Trust Act (except
that the immunities and standard of care of the Property Trustee shall be
governed by New York law) and, in the case of the Property Trustee, the Trust
Indenture Act. Notwithstanding the foregoing, no provision of this Trust
Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
them. Whether or not therein expressly so provided, every provision of this
Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section.

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

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

Section 8.03 Certain Rights of Property Trustee. Subject to the provisions of
Section 8.01 and except as provided by law:

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

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

                                       29
<PAGE>

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

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

  (iv) 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;

  (v) the Property Trustee shall not be bound to make any investigation into
  the facts or matters stated in any resolution, certificate, statement,
  instrument, opinion, report, notice, request, consent, order, approval,
  bond or other document, unless requested in writing to do so by one or more
  Securityholders; and

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

Section 8.04 Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Section 2.05.

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

Section 8.05 May Hold Securities. Except as provided in the definition of the
term "Outstanding" in Article I, any Trustee or any other agent of the Trustees
or the Trust, in its

                                       30
<PAGE>

individual or any other capacity, may become the owner or pledgee of Trust
Securities and may otherwise deal with the Trust with the same rights it would
have if it were not a Trustee or such other agent.

Section 8.06 Compensation; Fees; Indemnity.

The Depositor agrees:

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

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

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

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

Section 8.07 Trustees Required; Eligibility.

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

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

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


                                       31
<PAGE>

Section 8.08 Conflicting Interests.

If the Property Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Property Trustee shall either eliminate
such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Trust Agreement.
To the extent permitted by the Trust Indenture Act, the Property Trustee shall
not be deemed to have a conflicting interest by virtue of being trustee under
the Guarantee, the Guarantee Agreements dated as of June 1, 1998, September 15,
1998 and August 18, 1999, between the Depositor, as guarantor, and The Chase
Manhattan Bank, as trustee, and the Amended and Restated Trust Agreements dated
as of June 1, 1998, September 15, 1998 and August 18, 1999, among the
Depositor, as depositor, Chase Manhattan Bank USA, National Association, as
Delaware trustee, Robert T. Lucas III and S.L. Love, as administrative
trustees, and The Chase Manhattan Bank, as property trustee.

Section 8.09 Co-Property Trustees and Separate Trustee.

At any time or times, for the purpose of meeting the legal requirements of the
Trust Indenture Act or of any jurisdiction in which any part of the Trust
Property may at the time be located, the Holder of the Common Securities and
the Property Trustee shall have power to appoint, and upon the written request
of the Property Trustee, the Depositor shall for such purpose join with the
Property Trustee in the execution, delivery and performance of all instruments
and agreements necessary or proper to appoint, one or more Persons approved by
the Property Trustee either to act as co-property trustee, jointly with the
Property Trustee, of all or any part of such Trust Property, or to act as
separate trustee of any such Trust Property, in either case with such powers as
may be provided in the instrument of appointment, and to vest in such Person or
Persons in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Agreement. If
the Depositor does not join in such appointment within 15 days after the
receipt by it of a request so to do, or in case an Indenture Event of Default
has occurred and is continuing, the Property Trustee alone shall have power to
make such appointment. Any co-property trustee or separate trustee appointed
pursuant to this Section shall satisfy the requirements of Section 8.07.

Should any written instrument from the Depositor be required by any co-property
trustee or separate trustee so appointed for more fully confirming to such co-
property 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-property trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

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

  (ii) The rights, powers, duties, and obligations hereby conferred or
  imposed upon the Property Trustee in respect of any property covered by
  such appointment shall be conferred or imposed upon and exercised or
  performed by the Property Trustee or by the Property Trustee and such co-
  property trustee or separate trustee jointly, as shall be provided in the
  instrument appointing such co-property trustee or separate trustee, except
  to the extent that under any law of any

                                       32
<PAGE>

  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-property trustee or separate trustee.

  (iii) The Property Trustee at any time, by an instrument in writing
  executed by it, with the written concurrence of the Depositor, may accept
  the resignation of or remove any co-property trustee or separate trustee
  appointed under this Section, and, in case an Indenture Event of Default
  has occurred and is continuing, the Property Trustee shall have power to
  accept the resignation of, or remove, any such co-property 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-property trustee or separate trustee so resigned or
  removed may be appointed in the manner provided in this Section.

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

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

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

Section 8.10 Resignation and Removal; Appointment of Successor.

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

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

Unless an Indenture Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by Act of the Holder of the Common
Securities. If an Indenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to the Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Holder of the Common Securities at any time. In no event will
the Holders of the Preferred Securities have a right to vote to appoint, remove
or replace the Administrative Trustees.

If any Trustee shall resign, be removed or become incapable of continuing to
act as Trustee, or if a vacancy shall occur in the office of any Trustee for
any reason, at a time when no Indenture Event of Default shall have occurred
and be continuing, the Holder of the Common Securities, by Act of the

                                       33
<PAGE>

Holder of the Common Securities, shall promptly appoint a successor Trustee or
successor Trustees, 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, or a vacancy
shall occur in the office of any such Trustee for any reason, at a time when an
Indenture Event of Default shall have occurred and be continuing, the Holders
of Preferred Securities, by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities then Outstanding, shall promptly appoint a
successor Relevant Trustee or Relevant Trustees and such successor Relevant
Trustee or Relevant Trustees 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, or a vacancy shall occur in the
office of any such Trustee for any reason, at a time when an Indenture Event of
Default shall have occurred and be continuing, the Holder of the Common
Securities, by Act of the Holder of the Common Securities, shall promptly
appoint a successor Administrative Trustee or Administrative Trustees and such
successor Administrative Trustee or Administrative Trustees shall comply with
the applicable requirements of Section 8.11. If no successor Relevant Trustee
shall have been so appointed in accordance with this Section 8.10 and accepted
appointment in the manner required by Section 8.11, any Holder who has been a
Holder of Trust Securities for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Relevant Trustee.

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

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

Section 8.11 Acceptance of Appointment by Successor. In case of the appointment
hereunder of a successor Relevant Trustee, every such successor Relevant
Trustee so appointed shall execute, acknowledge and deliver to the Trust and to
the retiring Relevant Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Relevant Trustee shall
become effective and such successor Relevant Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee; but, on the request of the Depositor
or the successor Relevant Trustee, such retiring Relevant Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Relevant Trustee all the rights, powers and trusts of the retiring
Relevant Trustee and shall duly assign, transfer and deliver to such successor
Relevant Trustee all property and money held by such retiring Relevant Trustee
hereunder.


                                       34
<PAGE>

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

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

Section 8.12 Merger, Conversion, Consolidation or Succession to Business. Any
Person into which the Property Trustee, Delaware Trustee or any Administrative
Trustee which is not a natural person may be merged or converted or with which
it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of such
Relevant Trustee, shall be the successor of such Relevant Trustee hereunder,
provided such Person shall be otherwise qualified and eligible, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.

Section 8.13 Preferential Collection of Claims Against Depositor or Trust. If
and when the Property Trustee shall be or become a creditor of the Depositor or
the Trust (or any other obligor upon the Junior Subordinated Notes or the Trust
Securities), the Property Trustee shall be subject to the provisions of the
Trust Indenture Act regarding the collection of claims against the Depositor or
Trust (or any such other obligor). For purposes of Section 311(b)(4) and (6) of
the Trust Indenture Act:

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

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

Section 8.14 Reports by the Property Trustee.

(a) Within 60 days after October 1 of each year commencing with October 1,
    , if required by Section 313(a) of the Trust Indenture Act, the Property
Trustee shall transmit a brief report dated as of such October 1 with respect
to any of the events specified in such Section 313(a) that may have occurred
since the later of the date of this Trust Agreement or the preceding October 1.

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


                                       35
<PAGE>

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

Section 8.15 Reports to the Property Trustee. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and, within 120 days after the end of each
fiscal year of the Depositor, the compliance certificate required by Section
314(a)(4) of the Trust Indenture Act in the form and in the manner required by
Section 314 of the Trust Indenture Act.

Section 8.16 Evidence of Compliance with Conditions Precedent. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with any conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given pursuant to Section 314(c)(1) of
the Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture
Act.

Section 8.17 Number of Trustees.

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

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

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

Section 8.18 Delegation of Power.

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

(b) The Administrative Trustees shall have power to delegate from time to time
to such of their number the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Administrative
Trustees or otherwise as the Administrative Trustees may deem expedient, to the
extent such delegation is not prohibited by applicable law or contrary to the
provisions of the Trust, as set forth herein.


                                       36
<PAGE>

Section 8.19 Enforcement of Rights of Property Trustee by Securityholders. If
an Indenture Event of Default occurs and is continuing, then (i) the Holders of
Preferred Securities will rely on the enforcement by the Property Trustee of
its rights against the Corporation as the holder of the Junior Subordinated
Notes and (ii) the Holders of a majority in aggregate Liquidation Amount of the
Preferred Securities will have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the Property Trustee
or to direct the exercise of any trust or power conferred upon the Property
Trustee under this Trust Agreement, including the right to direct the Property
Trustee to exercise the remedies available to it as a holder of the Junior
Subordinated Notes, provided that such direction shall not be in conflict with
any rule of law or with this Trust Agreement, and could not involve the
Property Trustee in personal liability in circumstances where reasonable
indemnity would not be adequate. If the Property Trustee fails to enforce its
rights under the Junior Subordinated Notes, a Holder of Preferred Securities
may, to the extent permitted by applicable law, institute a legal proceeding
against the Corporation to enforce its rights under this Trust Agreement
without first instituting any legal proceeding against the Property Trustee or
any other Person, including the Trust; it being understood and intended that no
one or more of such Holders shall have any right in any manner whatsoever by
virtue of, or by availing of, any provision of this Trust Agreement to affect,
disturb or prejudice the rights of any other of such Holders or to obtain or to
seek to obtain priority or preference over any other of such Holders or to
enforce any right under this Trust Agreement, except in the manner herein
provided and for the equal and ratable benefit of all such Holders.
Notwithstanding the foregoing, a Holder of Preferred Securities may institute a
legal proceeding directly against the Corporation without first instituting a
legal proceeding against or requesting or directing that action be taken by the
Property Trustee or any other Person, for enforcement of payment to such Holder
of principal of or interest on the Junior Subordinated Notes having a principal
amount equal to the aggregate stated Liquidation Amount of the Preferred
Securities of such Holder on or after the due dates therefor specified or
provided for in the Junior Subordinated Notes. The Corporation shall be
subrogated to all rights of the Holders of Preferred Securities in respect of
any amounts paid to such Holders by the Corporation pursuant to this Section.

Section 8.20 Delaware Trustee.

(a) Notwithstanding any other provision of this Trust Agreement, the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities, of the Administrative
Trustees or the Property Trustee described in this Trust Agreement. The
Delaware Trustee shall be a trustee for the sole and limited purpose of
fulfilling the requirements of (S)3807 of the Delaware Business Trust Act.

(b) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Delaware Trustee hereunder on behalf of the Trust
(i) any agreements or instruments executed and delivered by Chase Manhattan
Bank USA, National Association are executed and delivered not in its individual
capacity but solely as Delaware Trustee under this Trust Agreement in the
exercise of the powers and authority conferred and vested in it, (ii) each of
the representations, undertakings and agreements herein made on the part of the
Trust is made and intended not as representations, warranties, covenants,
undertakings and agreements by Chase Manhattan Bank USA, National Association
in its individual capacity but is made and intended for the purpose of binding
only the

                                       37
<PAGE>

Trust, and (iii) under no circumstances shall Chase Manhattan Bank USA,
National Association in its individual capacity be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Trust under this Trust Agreement, except if such breach or
failure is due to any gross negligence or willful misconduct of Chase Manhattan
Bank USA, National Association as the Delaware Trustee.

                                   ARTICLE IX

                          Termination and Liquidation

Section 9.01 Termination Upon Expiration Date. The Trust shall automatically
terminate on            ,      (the "Expiration Date") or earlier pursuant to
Section 9.02.

Section 9.02 Early Termination. Upon the first to occur of any of the following
events (such first occurrence, an "Early Termination Event"), the Trust shall
be dissolved and terminated in accordance with the terms hereof:

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

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

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

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

Section 9.04 Liquidation.

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

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

                                       38
<PAGE>

  (i) state the Liquidation Date;

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

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

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

(d) After the Liquidation Date, (i) the Trust Securities will no longer be
deemed to be Outstanding, (ii) certificates representing a Like Amount of
Junior Subordinated Notes will be issued to Holders of Trust Securities
Certificates, upon surrender of such certificates to the Administrative
Trustees or their agent for exchange, (iii) any Trust Securities Certificates
not so surrendered for exchange will be deemed to represent a Like Amount of
Junior Subordinated Notes, accruing interest at the rate provided for in the
Junior Subordinated Notes 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 Junior Subordinated Notes)
and (iv) all rights of Securityholders holding Trust Securities will cease,
except the right of such Securityholders to receive Junior Subordinated Notes
upon surrender of Trust Securities Certificates.

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

Section 9.05 Bankruptcy. If an Early Termination Event specified in clause (i)
of Section 9.02 has occurred, the Trust shall be liquidated. The Property
Trustee shall distribute the Junior Subordinated Notes to the Securityholders
as provided in Section 9.04, unless such distribution is determined by the
Administrative Trustees not to be practical, in which event the Holders will be
entitled to receive out of the assets of the Trust available for distribution
to Securityholders, after satisfaction of liabilities to creditors, an amount
equal to the Liquidation Amount per Trust Security plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If such Liquidation Distribution can be paid only
in part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be
paid on a pro rata basis (based upon Liquidation Amounts). The Holder of the
Common Securities will be entitled to receive Liquidation Distributions upon
any such dissolution, winding-up

                                       39
<PAGE>

or termination pro rata (determined as aforesaid) with Holders of Preferred
Securities, except that, if an Indenture Event of Default has occurred and is
continuing, the Preferred Securities shall have a priority over the Common
Securities.

                                   ARTICLE X

                            Miscellaneous Provisions

Section 10.01 Guarantee by the Depositor. Subject to the terms and conditions
hereof, the Depositor irrevocably and unconditionally guarantees to each person
or entity to whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries") the full payment, when and as due, of any and all Obligations
(as hereinafter defined) to such Beneficiaries. As used herein, "Obligations"
means any indebtedness, expenses or liabilities of the Trust, other than
obligations of the Trust to pay to Holders of any Preferred Securities or other
similar interests in the Trust the amounts due such Holders pursuant to the
terms of the Preferred Securities or such other similar interests, as the case
may be. Such guarantee is intended to be for the benefit of, and to be
enforceable by, all such Beneficiaries, whether or not such Beneficiaries have
received notice hereof.

Section 10.02 Limitation of Rights of Securityholders. The death or incapacity
of any Person having an interest, beneficial or otherwise, in a Trust Security
shall not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such Person or any Securityholder for such Person,
to claim an accounting, take any action or bring any proceeding in and for a
partition or winding-up of the arrangements contemplated hereby, nor otherwise
affect the rights, obligations and liabilities of the parties hereto or any of
them.

Section 10.03 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, provided,
however, that any such amendment shall not adversely affect in any material
respect the interests of any Securityholder, (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 not be classified as other than a grantor trust
for United States federal income tax purposes at any time that any Trust
Securities are outstanding; provided, however, that, in the case of clause (i),
any amendments of this Trust Agreement shall become effective when notice
thereof is given to the Securityholders or (iii) to provide the Property
Trustee with the authority to execute on behalf of the Administrative Trustees
Definitive Preferred Securities Certificates.

(b) Except as provided in Section 10.03(c) hereof, any provision in this Trust
Agreement may be amended by the Trust or the Trustees with (i) the consent of
Securityholders representing not less than 66 2/3% (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

                                       40
<PAGE>

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 (such consent
being obtained in accordance with Section 6.03 or 6.06 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution (or payment upon redemption) on the Trust Securities or otherwise
adversely affect the amount of any Distribution (or payment upon redemption)
required to be made in respect of the Trust Securities as of a specified date,
(ii) restrict the right of a Securityholder to institute suit for the
enforcement of any such payment on or after such date, (iii) change the purpose
of the Trust, (iv) authorize the issuance of any additional beneficial
interests in the Trust, or (v) change the consent required pursuant to this
Section 10.03.

(d) Notwithstanding any other provisions of this Trust Agreement, the Trustees
shall not enter into or consent to any amendment to this Trust Agreement which
would cause the Trust to fail or cease to qualify for the exemption from status
of an "investment company" under the Investment Company Act of 1940, as
amended, afforded by Rule 3a-5 thereunder.

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

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

Section 10.04 Separability. In case any provision in this Trust Agreement or in
the Trust Securities Certificates shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

Section 10.05 Governing Law. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE;
PROVIDED THAT THE IMMUNITIES AND STANDARD OF CARE OF THE PROPERTY TRUSTEE SHALL
BE GOVERNED BY NEW YORK LAW.

Section 10.06 Notice of Deferral of Distribution. In the event that the
Depositor exercises its right to extend an interest payment period in respect
of the Junior Subordinated Notes pursuant to Section 104 of the Supplemental
Indenture and notice of such extension has been provided by the Depositor to
the Property Trustee, the Property Trustee shall give written notice of such
extension and of the deferral of the related Distribution on the Trust
Securities, by first-class mail, postage prepaid, mailed not later than ten
days prior to the Distribution Date upon which such Distribution

                                       41
<PAGE>

would otherwise be payable, to each Holder of Preferred Securities at such
Holder's address appearing in the Security Register.

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

Section 10.08 Notice and Demand. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the
United States mail, hand delivery or facsimile transmission, in each case,
addressed, (i) in the case of a Preferred Securityholder, to such Preferred
Securityholder as such Securityholder's name and address appear on the Security
Register and (ii) in the case of the Common Securityholder or the Depositor, to
Duke Capital Corporation, 526 South Church Street, Charlotte, North Carolina
28202, Attention: Treasurer, Facsimile No. (704) 382-4964, with a copy to
Corporate Secretary, Facsimile No. (704) 382-8137. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.

Any notice, demand or other communication which by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Trust
or the Trustees shall be given in writing addressed (until another address is
published by the Trust) as follows: (i) with respect to the Property Trustee
and the Delaware Trustee, The Chase Manhattan Bank, 450 West 33rd Street, New
York, New York 10001, Attention: Institutional Trust Services; Chase Manhattan
Bank USA, National Association, 1201 Market Street, Wilmington, Delaware 19801,
Attention: Institutional Trust Services, as the case may be; and (ii) with
respect to the Administrative Trustees, to them at the address above for
notices to the Depositor, marked Attention: Administrative Trustees of Duke
Capital Financing Trust [ ] c/o Corporate Secretary. Such notice, demand or
other communication to or upon the Trust or the Trustees shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the applicable Trustee.

Section 10.09 Agreement Not to Petition. Each of the Trustees and the Depositor
agrees for the benefit of the Securityholders that, until at least one year and
one day after the Trust has been terminated in accordance with Article IX, it
shall not file, or join in the filing of, a petition against the Trust under
any bankruptcy, reorganization, arrangement, insolvency, liquidation or other
similar law (including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that it shall file an answer with
the bankruptcy court or otherwise properly contest the filing of such petition
by the Depositor against the Trust or the commencement of such action and raise
the defense that the Depositor has agreed in writing not to take such action
and should be stopped and precluded therefrom and such other defenses, if any,
as counsel for the Trustees or the Trust may assert. The provisions of this
Section 10.09 shall survive the termination of this Trust Agreement.


                                       42
<PAGE>

Section 10.10 Conflict with Trust Indenture Act.

(a) This Trust Agreement is subject to the provisions of the Trust Indenture
Act that are required 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.

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

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

Section 10.11 Successors. This Trust Agreement shall be binding upon and shall
inure to the benefit of any successor to both the Trust and the Trustees,
including any successor by operation of law.

                                       43
<PAGE>

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

                                          Duke Capital Corporation

                                          By: _________________________________

                                          Title: ______________________________

                                          The Chase Manhattan Bank,
                                           as Property Trustee

                                          By: _________________________________

                                          Title: ______________________________

                                          Chase Manhattan Bank USA, National
                                           Association,
                                           as Delaware Trustee

                                          By: _________________________________

                                          Title: ______________________________

                                          _____________________________________
                                          Robert T. Lucas III,
                                           as Administrative Trustee

                                          _____________________________________
                                          S. L. Love,
                                           as Administrative Trustee

                                       44
<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                       DUKE CAPITAL FINANCING TRUST [  ]

THIS Certificate of Trust of Duke Capital Financing Trust [  ] (the "Trust"),
dated as of   ,   , is being duly executed and filed by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12
Del. C. (S)3801, et seq.).

1. Name. The name of the business trust formed hereby is Duke Capital Financing
Trust [  ].

2. Delaware Trustee. The name and business address of the trustee of the Trust
with a principal place of business in the State of Delaware are Chase Manhattan
Bank USA, National Association, 1201 Market Street, Wilmington, Delaware 19801.

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

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
executed this Certificate of Trust as of the date first-above written.

                                          CHASE MANHATTAN BANK USA, NATIONAL
                                           ASSOCIATION, not in its individual
                                           capacity but solely as trustee of
                                           the Trust


                                          By: _________________________________
                                            Name:
                                            Title:

                                      A-1
<PAGE>

                                                                       EXHIBIT B

                                   (RESERVED)
<PAGE>

                                                                      EXHIBIT C

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

          Certificate Number                 Number of Common Securities
                  C-

                   Certificate Evidencing Common Securities
                                      of
                       Duke Capital Financing Trust [  ]

                               Common Securities

                 (Liquidation Amount $   per Common Security)

Duke Capital Financing Trust [  ], a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that          (the
"Holder") is the registered owner of             (   ) common securities of
the Trust representing undivided beneficial interests in the assets of the
Trust and designated the Common Securities (Liquidation Amount $   per Common
Security) (the "Common Securities"). In accordance with Section 5.10 of the
Trust Agreement (as defined below) the Common Securities are not transferable,
except by operation of law or to an Affiliate of the Holder or a permitted
successor under Section 801 of the Subordinated Indenture, dated as of April
1, 1998, between the Holder and The Chase Manhattan Bank, as trustee, and any
attempted transfer hereof shall be void. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities are set forth in, and this certificate and the Common Securities
represented hereby are issued and shall in all respects be subject to the
terms and provisions of, the Amended and Restated Trust Agreement of the Trust
dated as of           ,   , as the same may be amended from time to time (the
"Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at
its principal place of business or registered office.

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

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

                                          Duke Capital Financing Trust [  ]

                                          By: _________________________________
                                             Robert T. Lucas III,
                                               as Administrative Trustee

                                          By: _________________________________
                                             S.L. Love,
                                               as Administrative Trustee
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

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

                                          _____________________________________
                                           as Administrative Trustee

                                      C-2
<PAGE>

                                                                       EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made as of
  ,    between Duke Capital Corporation, a Delaware corporation (the
"Corporation"), and Duke Capital Financing Trust [  ], a Delaware business
trust (the "Trust").

WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Series      % Junior Subordinated Notes due     ,
   (the "Junior Subordinated Notes") from the Corporation and to issue and sell
Duke Capital Financing Trust [  ]   % Trust Preferred Securities (the
"Preferred Securities") with such powers, preferences and special rights and
restrictions as are set forth in the Amended and Restated Trust Agreement of
the Trust dated as of     ,    as the same may be amended from time to time
(the "Trust Agreement"); and

WHEREAS, the Corporation is the issuer of the Junior Subordinated Notes.

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

                                   ARTICLE I

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

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

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

                                      D-1
<PAGE>

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

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

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

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

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

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

                                   ARTICLE II

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

Section 2.02. 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 2.03. Notices. Any notice, request or other communication required or
permitted to be given hereunder shall be given in writing by delivering the
same against receipt therefor by facsimile transmission (confirmed by mail), or
by registered or certified mail, addressed as follows (and if so given, shall
be deemed given when mailed), to wit:

  Duke Capital Financing Trust [  ]
  c/o The Chase Manhattan Bank
  450 West 33rd Street
  New York, New York 10001
  Facsimile No.: (212) 946-8159
  Attention: Capital Markets
             Fiduciary Services

                                      D-2
<PAGE>

  Duke Capital Corporation
  526 South Church Street
  Charlotte, North Carolina 28202
  Facsimile No.: (704) 382-8137
  Attention: Corporate Secretary

Section 2.04. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

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

                                          Duke Capital Corporation


                                          By: _________________________________
                                            Name:
                                            Title:

                                          Duke Capital Financing Trust [  ]


                                          By: _________________________________
                                            Robert T. Lucas III,
                                             as Administrative Trustee


                                          By: _________________________________
                                            S.L. Love,
                                             as Administrative Trustee

                                      D-3
<PAGE>

                                                                       EXHIBIT E

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

           Certificate Number                Number of Preferred Securities
                 P-                               CUSIP No.

                  Certificate Evidencing Preferred Securities
                                       of
                       Duke Capital Financing Trust [  ]

                           % Trust Preferred Securities

                (Liquidation Amount $   per Preferred Security)

Duke Capital Financing Trust [  ], a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that       (the
"Holder") is the registered owner of        (    ) Preferred Securities of the
Trust representing undivided beneficial interests in the assets of the Trust
and designated the Duke Capital Financing Trust [  ]   % Trust 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 5.04 of the Trust Agreement (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of   ,   , as the same may be amended
from time to time (the "Trust Agreement"), including the designation of the
terms of Preferred Securities as set forth therein. The holder of this
certificate is entitled to the benefits of a guarantee by Duke Capital
Corporation, a Delaware corporation (the "Corporation"), pursuant to a
Guarantee Agreement between the Corporation and The Chase Manhattan Bank, as
guarantee trustee, dated as of   ,   , as the same may be amended from time to
time (the "Guarantee"), to the extent provided therein. The Trust will furnish
a copy of the Trust Agreement and the Guarantee to the holder of this
certificate without charge upon written request to the Trust at its principal
place of business or registered office.

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


                                      E-1
<PAGE>

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

                                          Duke Capital Financing Trust [  ]

                                          By: _________________________________
                                            Robert T. Lucas III,
                                             as Administrative Trustee

                                          By: _________________________________
                                            S.L. Love,
                                             as Administrative Trustee

                                      E-2
<PAGE>

                         CERTIFICATE OF AUTHENTICATION

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

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

                                      E-3
<PAGE>

                                   ASSIGNMENT

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

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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints

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

Date:

Signature:

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