<PAGE>

                                                                    EXHIBIT 4.26





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                  FORM OF AMENDED AND RESTATED TRUST AGREEMENT

                             RADIO ONE TRUST [____]

                      Dated as of ____________ ___, ______


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                        Page
                                                                                                                        ----
<S>                                                                                                                     <C>
ARTICLE I
   INTERPRETATION AND DEFINITIONS .................................................................................       1
   SECTION 1.1     Definitions ....................................................................................       1

ARTICLE II
   TRUST INDENTURE ACT ............................................................................................       6
   SECTION 2.1     Trust Indenture Act; Application ...............................................................       6
   SECTION 2.2     Lists of Holders of Securities .................................................................       7
   SECTION 2.3     Reports by the Property Trustee ................................................................       7
   SECTION 2.4     Periodic Reports to Property Trustee ...........................................................       7
   SECTION 2.5     Evidence of Compliance with Conditions Precedent ...............................................       7
   SECTION 2.6     Events of Default; Waiver ......................................................................       7
   SECTION 2.7     Event of Default; Notice .......................................................................       8

ARTICLE III
   ORGANIZATION ...................................................................................................       9
   SECTION 3.1     Name ...........................................................................................       9
   SECTION 3.2     Office .........................................................................................       9
   SECTION 3.3     Purpose ........................................................................................       9
   SECTION 3.4     Authority ......................................................................................       9
   SECTION 3.5     Title to Property of the Trust .................................................................       9
   SECTION 3.6     Powers and Duties of the Administrative Trustees ...............................................      10
   SECTION 3.7     Prohibition of Actions by the Trust and the Trustees ...........................................      12
   SECTION 3.8     Powers and Duties of the Property Trustee ......................................................      12
   SECTION 3.9     Certain Duties and Responsibilities of the Property Trustee ....................................      14
   SECTION 3.10    Certain Rights of Property Trustee .............................................................      15
   SECTION 3.11    Delaware Trustee ...............................................................................      17
   SECTION 3.12    Execution of Documents .........................................................................      17
   SECTION 3.13    Not Responsible for Recitals or Issuance of Securities .........................................      17
   SECTION 3.14    Duration of Trust ..............................................................................      17
   SECTION 3.15    Mergers ........................................................................................      17

ARTICLE IV
   SPONSOR ........................................................................................................      19
   SECTION 4.1     Sponsor's Purchase of Common Securities ........................................................      19
   SECTION 4.2     Responsibilities of the Sponsor ................................................................      19
   SECTION 4.3     Right to Proceed ...............................................................................      20

ARTICLE V
   TRUSTEES .......................................................................................................      20
   SECTION 5.1     Number of Trustees; Appointment of Co-Trustee ..................................................      20
   SECTION 5.2     Delaware Trustee ...............................................................................      20
   SECTION 5.3     Property Trustee; Eligibility ..................................................................      20
   SECTION 5.4     Certain Qualifications of Administrative Trustees and Delaware Trustee Generally ...............      21
   SECTION 5.5     Administrative Trustees ........................................................................      21
   SECTION 5.6     Delaware Trustee ...............................................................................      22
   SECTION 5.7     Appointment, Removal and Resignation of Trustees ...............................................      22
   SECTION 5.8     Vacancies among Trustees .......................................................................      23
   SECTION 5.9     Effect of Vacancies ............................................................................      23
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                                     <C>
   SECTION 5.10    Meetings .......................................................................................      23
   SECTION 5.11    Delegation of Power ............................................................................      24
   SECTION 5.12    Merger, Conversion, Consolidation or Succession to Business ....................................      24
   SECTION 5.13    Compensation ...................................................................................      24

ARTICLE VI
   DISTRIBUTIONS ..................................................................................................      25
   SECTION 6.1     Distributions ..................................................................................      25

ARTICLE VII
   ISSUANCE OF SECURITIES .........................................................................................      25
   SECTION 7.1     General Provisions Regarding Securities ........................................................      25
   SECTION 7.2     Execution and Authentication ...................................................................      25
   SECTION 7.3     Form and Dating ................................................................................      26
   SECTION 7.4     Registrar and Paying Agent .....................................................................      27
   SECTION 7.5     Paying Agent to Hold Money in Trust ............................................................      27
   SECTION 7.6     Replacement Securities .........................................................................      27
   SECTION 7.7     Outstanding Preferred Securities ...............................................................      27
   SECTION 7.8     Preferred Securities in Treasury ...............................................................      28
   SECTION 7.9     Temporary Securities ...........................................................................      28
   SECTION 7.10    Cancellation ...................................................................................      28
   SECTION 7.11    CUSIP Numbers ..................................................................................      28

ARTICLE VIII
   DISSOLUTION OF TRUST ...........................................................................................      29
   SECTION 8.1     Dissolution of Trust ...........................................................................      29

ARTICLE IX
   TRANSFER OF INTERESTS ..........................................................................................      29
   SECTION 9.1     Transfer of Securities .........................................................................      29
   SECTION 9.2     Transfer Procedures and Restrictions ...........................................................      30
   SECTION 9.3     Deemed Security Holders ........................................................................      32
   SECTION 9.4     Book Entry Interests ...........................................................................      32
   SECTION 9.5     Notices to Clearing Agency .....................................................................      32
   SECTION 9.6     Appointment of Successor Clearing Agency .......................................................      32

ARTICLE X
   LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS ...........................................      33
   SECTION 10.1    Liability ......................................................................................      33
   SECTION 10.2    Exculpation ....................................................................................      33
   SECTION 10.3    Fiduciary Duty .................................................................................      33
   SECTION 10.4    Indemnification ................................................................................      34
   SECTION 10.5    Outside Businesses .............................................................................      36

ARTICLE XI
   ACCOUNTING .....................................................................................................      36
   SECTION 11.1    Fiscal Year ....................................................................................      36
   SECTION 11.2    Certain Accounting Matters .....................................................................      36
   SECTION 11.3    Banking ........................................................................................      37
   SECTION 11.4    Withholding ....................................................................................      37

ARTICLE XII
   AMENDMENTS AND MEETINGS ........................................................................................      37
   SECTION 12.1    Amendments .....................................................................................      37
</TABLE>

                                      -ii-

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<TABLE>
<S>                                                                                       <C>
   SECTION 12.2  Meetings of the Holders of Securities; Action by Written Consent ......  39

ARTICLE XIII
   REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE ............................  40
   SECTION 13.1  Representations and Warranties of Property Trustee ....................  40
   SECTION 13.2  Representations and Warranties of Delaware Trustee ....................  40

ARTICLE XIV
   MISCELLANEOUS .......................................................................  41
   SECTION 14.1  Notices ...............................................................  41
   SECTION 14.2  Governing Law .........................................................  42
   SECTION 14.3  Intention of the Parties ..............................................  42
   SECTION 14.4  Headings ..............................................................  42
   SECTION 14.5  Successors and Assigns ................................................  42
   SECTION 14.6  Partial Enforceability ................................................  42
   SECTION 14.7  Counterparts ..........................................................  42
</TABLE>



Term of Preferred Securities and Common Securities
EXHIBIT A-1   Form of Preferred Security Certificate
EXHIBIT A-2   Form of Common Security Certificate
EXHIBIT B     Specimen Debenture*
EXHIBIT C     Underwriting Agreement*

*  To be attached at the time of execution of the Amended and Restated Trust
   Agreement

                                      iii

<PAGE>

                             CROSS-REFERENCE TABLE*

          Section of
          Trust Indenture Act                                Section of
          of 1939, as amended                                Agreement
          -------------------                                ---------

                310(a) ...................................   5.3(a)
                310(b) ...................................   5.3(c)
                310(c) ...................................   Inapplicable
                311(a) and (b) ...........................   5.3(c)
                311(c) ...................................   Inapplicable
                312(a) ...................................   2.2(a)
                312(b) ...................................   2.2(b)
                313 ......................................   2.3
                314(a) ...................................   2.4
                314(b) ...................................   Inapplicable
                314(c) ...................................   2.5
                314(d) ...................................   Inapplicable
                314(e) ...................................   1.1, 2.5
                314(f) ...................................   Inapplicable
                315(a) ...................................   3.9(b)
                315(b) ...................................   2.7(a)
                315(c) ...................................   3.9(a)
                315(d) ...................................   3.9(b)
                316(a) and (b) ...........................   2.6 and Annex I
                316(c) ...................................   3.6(f)
                317(a) ...................................   3.8(h)
                317(b) ...................................   3.8(i)

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

                                       iv

<PAGE>

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT
                                       OF
                             RADIO ONE TRUST [____]

     AMENDED AND RESTATED TRUST AGREEMENT (the "Agreement") dated and effective
as of ____________ ___, ______ by the Trustees (as defined herein), the Sponsor
(as defined herein) and by the holders, from time to time, of undivided
beneficial interests in the assets of the Trust (as defined herein) to be issued
pursuant to this Agreement;

     WHEREAS, certain of the Trustees and the Sponsor established Radio One
Trust [____] (the "Trust"), a trust created under the Business Trust Act (as
defined herein) pursuant to a Trust Agreement dated as of January ___, 2002 (the
"Original Trust Agreement"), and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on January ___, 2002, for the sole purpose of
issuing and selling certain securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds thereof in
certain Debentures of the Debenture Issuer (each as hereinafter defined) and
engaging in only those activities necessary, advisable or incidental thereto;

     WHEREAS, the parties hereto desire to amend and restate each and every term
and provision of the Original Trust Agreement; and

     NOW, THEREFORE, it being the intention of the parties hereto that the Trust
continue as a business trust under the Business Trust Act, that the Original
Trust Agreement be amended and restated in its entirety as provided herein and
that this Agreement constitute the governing instrument of such business trust,
the Trustees declare that all assets contributed to the Trust will be held in
trust for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Agreement and, in consideration of
the mutual covenants contained herein and other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

     SECTION 1.1    Definitions.

     Unless the context otherwise requires:

          (a) capitalized terms used in this Agreement but not defined in the
     preamble above or elsewhere herein have the respective meanings assigned to
     them in this Section 1.1;

          (b) a term defined anywhere in this Agreement has the same meaning
     throughout;

          (c) all references to "the Agreement" or "this Agreement" are to this
     Agreement and each Annex and Exhibit hereto, as modified, supplemented or
     amended from time to time;

          (d) all references in this Agreement to Articles and Sections and
     Annexes and Exhibits are to Articles and Sections of and Annexes and
     Exhibits to this Agreement unless otherwise specified;

          (e) a term defined in the Trust Indenture Act (as defined herein) has
     the same meaning when used in this Agreement unless otherwise defined in
     this Agreement or unless the context otherwise requires; and

          (f) a reference to the singular includes the plural and vice versa.

     "Administrative Trustee" has the meaning set forth in Section 5.1.

<PAGE>

     "Affiliate" has the same meaning as given to that term in Rule 405 under
the Securities Act or any successor rule thereunder.

     "Agent" means any Paying Agent or Registrar.

     "Agreement" means this Amended and Restated Trust Agreement, dated as of
____________ ___, ______, including Annex I and all the exhibits hereto.

     "Authorized Officer" of a Person means any other Person that is authorized
to legally bind such former Person.

     "Book Entry Interest" means a beneficial interest in a Global Preferred
Security Certificate registered in the name of a Clearing Agency or its nominee,
ownership and transfers of which shall be maintained and made through book
entries by a Clearing Agency as described in Section 9.4.

     "Business Day" means any day other than a Saturday, Sunday or other day on
which banking institutions in Wilmington, Delaware are authorized or required by
law, regulation or executive order to close.

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

     "Clearing Agency" means an organization registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act that is acting as depositary for the
Preferred Securities and in whose name or in the name of a nominee of that
organization shall be registered a global certificate and which shall undertake
to effect book-entry transfers and pledges of the Preferred Securities.

     "Closing Time" means the Closing Time as defined in the Underwriting
Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation.

     "Commission" means the United States Securities and Exchange Commission as
from time to time constituted, or if at any time after the execution of this
Agreement such Commission is not existing and performing the duties now assigned
to it under applicable federal securities laws, then the body performing such
duties at such time.

     "Common Securities" has the meaning specified in Section 7.1(a).

     "Common Securities Guarantee" means the Common Securities Guarantee
Agreement, dated as of ____________ ___, ______ of the Sponsor in respect of the
Common Securities.

     "Company Indemnified Person" means (a) any Administrative Trustee; (b) any
Affiliate of any Administrative Trustee; (c) any officers, directors,
shareholders, members, partners, employees, representatives or agents of any
Administrative Trustee or any Affiliate of any Administrative Trustee; or (d)
any officer, employee or agent of the Trust or its Affiliates; provided that the
term "Company Indemnified Person" shall not include any Fiduciary Indemnified
Person.

     "Corporate Trust Office" means the office of the Property Trustee for the
conduct of corporate trust business at which matters related to this Agreement
shall, at any particular time, be principally administered, which office at the
date of execution of this Agreement is located at Rodney Square North, 1100
North Market Street, Wilmington, DE 19890-0001, Attention: Corporate Trust
Administration.

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

                                      -2-

<PAGE>

     "Debenture Issuer" means Radio One, Inc., a Delaware corporation, or any
successor entity resulting from any consolidation, amalgamation, merger or other
business combination, in its capacity as issuer of the Debentures under the
Indenture.

     "Debentures" means the _____% Junior Subordinated Deferrable Interest
Debentures due ________ of the Debenture Issuer issued pursuant to the
Indenture.

     "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.

     "Default" means an event, act or condition that with notice of lapse of
time, or both, would constitute an Event of Default.

     "Definitive Preferred Securities" has the meaning set forth in Section 7.3.

     "Delaware Trustee" has the meaning set forth in Section 5.1.

     "Direct Action" has the meaning set forth in Section 3.8(e).

     "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 6.1.

     "DTC" means The Depository Trust Corporation, the initial Clearing Agency.

     "Event of Default" means, with respect to the Securities, an Event of
Default (as defined in the Indenture) that has occurred and is continuing in
respect of the Debentures.

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

     "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).

     "Fiscal Year" has the meaning set forth in Section 11.1.

     "Global Preferred Security" has the meaning set forth in Section 7.3.

     "Holder" means a Person in whose name a Security or Successor Security is
registered, such Person being a beneficial owner within the meaning of the
Business Trust Act.

     "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

     "Indenture" means the Junior Subordinated Debentures Indenture dated as of
____________ ___, ______, between the Debenture Issuer and the Debenture Trustee
relating to the Debenture Issuer's junior subordinated debentures as amended or
supplemented from time to time.

     "Investment Company" means an investment company as defined in the
Investment Company Act.

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

     "Investment Company Event" means that the Administrative Trustees and the
Debenture Issuer have received an Opinion of Counsel experienced in such matters
to the effect that, as a result of the occurrence of a change in law or
regulation or a change in interpretation or application of law or regulation by
any legislative body, court, governmental agency or regulatory authority, there
is more than an insubstantial risk that the Trust is or will be considered an

                                       -3-

<PAGE>

"investment company" under the Investment Company Act that is required to be
registered under this law, which change becomes effective on or after the date
of this Agreement.

     "Legal Action" has the meaning set forth in Section 3.6(h).

     "Like Amount" has the meaning set forth in Section 3 of Annex I hereto.

     "Liquidation Amount" has the meaning set forth in Section 2 of Annex I
hereto.

     "List of Holders" has the meaning set forth in Section 2.2(a).

     "Majority in Liquidation Amount" means, with respect to the Securities,
except as provided in the terms of the Preferred Securities or by the Trust
Indenture Act, Holders of outstanding Securities voting together as a single
class or, as the context may require, Holders of outstanding Preferred
Securities or Holders of outstanding Common Securities voting separately as a
class, who are the record owners of more than 50% of the aggregate Liquidation
Amount (including the amount that would be paid on redemption, liquidation or
otherwise, plus accumulated and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the Chief Financial Officer, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary. Any Officers' Certificate delivered by the
Trust shall be signed by at least one Administrative Trustee. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Agreement shall include:

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

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

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

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

     "Option Closing Date" means the date of closing of any sale of Option
Preferred Securities (as defined in the Underwriting Agreement) or, if such term
is not defined in the Underwriting Agreement, the date of closing of any sale of
securities to the underwriters named in such Underwriting Agreement solely to
cover over-allotments.

     "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of the Sponsor, and who shall be reasonably acceptable to the Property
Trustee, provided, that the General Counsel or Assistant General Counsel of the
Sponsor shall be deemed to be reasonably acceptable to the Property Trustee.

     "Participants" has the meaning specified in Section 7.3.

     "Paying Agent" has the meaning specified in Section 7.4.

     "Payment Amount" has the meaning specified in Section 6.1.

                                       -4-

<PAGE>

     "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

     "Preferred Securities" has the meaning specified in Section 7.1(a).

     "Preferred Securities Guarantee" means the Preferred Securities Guarantee
Agreement dated as of ____________ ___, ______ of the Sponsor in respect of the
Preferred Securities.

     "Preferred Security Beneficial Owner" means, with respect to a Book Entry
Interest, a Person who is the beneficial owner of such Book Entry Interest, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).

     "Property Trustee" has the meaning set forth in Section 5.3(a).

     "Property Trustee Account" has the meaning set forth in Section 3.8(c).

     "Quorum" means a majority of the Administrative Trustees or, if there are
only two Administrative Trustees, both of them.

     "Registrar" has the meaning set forth in Section 7.4.

     "Related Party" means, with respect to the Sponsor, any direct or indirect
wholly owned subsidiary of the Sponsor or any other Person that owns, directly
or indirectly, 100% of the outstanding voting securities of the Sponsor.

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

     "Securities" or "Trust Securities" means the Common Securities and the
Preferred Securities.

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

     "Securities Guarantees" means the Common Securities Guarantee and the
Preferred Securities Guarantee.

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

     "Sponsor" means Radio One, Inc., a Delaware corporation, or any successor
entity resulting from any merger, consolidation, amalgamation or other business
combination or conversion, in its capacity as sponsor of the Trust.

     "Successor Delaware Trustee" has the meaning set forth in Section
5.7(b)(ii).

     "Successor Entity" has the meaning set forth in Section 3.15(b)(i).

     "Successor Property Trustee" has the meaning set forth in Section
3.8(f)(ii).

     "Successor Securities" has the meaning set forth in Section 3.15(b)(i)(B).

     "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

                                       -5-

<PAGE>

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

     "10% in Liquidation Amount" means, with respect to the Securities, except
as provided in the terms of the Preferred Securities or by the Trust Indenture
Act, Holders of outstanding Securities voting together as a single class or, as
the context may require, Holders of outstanding Preferred Securities or Holders
of outstanding Common Securities voting separately as a class, who are the
record owners of 10% or more of the aggregate Liquidation Amount (including the
amount that would be paid on redemption, liquidation or otherwise, plus
accumulated and unpaid Distributions to the date upon which the voting
percentages are determined) of all outstanding Securities of the relevant class.

     "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

     "Trustee" or "Trustees" means each Person who has signed this Agreement as
a trustee, so long as such Person shall continue as Trustee of the Trust in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.

     "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended
from time to time, or any successor legislation.

     "Underwriting Agreement" means the Underwriting Agreement for the offering
and sale of Preferred Securities.

                                   ARTICLE II
                               TRUST INDENTURE ACT

     SECTION 2.1      Trust Indenture Act; Application.

         (a) This Agreement is subject to the provisions of the Trust Indenture
Act that are required to be part of this Agreement in order for this Agreement
to be qualified under the Trust Indenture Act 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 and to the extent that any provision of this Agreement limits,
qualifies or conflicts with the duties imposed by ss.ss. 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

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


                                       -6-

<PAGE>


     SECTION 2.2      Lists of Holders of Securities.

         (a) Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide the Property Trustee, unless the Property Trustee is
Registrar for the Securities, (i) within 7 Business Days prior to payment of
Distributions, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Holders of the Securities ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 14 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

         (b) The Property Trustee shall comply with its obligations under (S)(S)
311(a), 311(b) and 312(b) of the Trust Indenture Act.

     SECTION 2.3      Reports by the Property Trustee.

     Within 60 days after September 1 of each year, commencing September 1,
____, the Property Trustee shall provide to the Holders of the Preferred
Securities such reports as are required by (S) 313 of the Trust Indenture Act,
if any, in the form and in the manner provided by (S) 313 of the Trust Indenture
Act. The Property Trustee shall also comply with the requirements of (S) 313(d)
of the Trust Indenture Act.

     SECTION 2.4      Periodic Reports to Property Trustee.

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

     SECTION 2.5      Evidence of Compliance with Conditions Precedent.

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

     SECTION 2.6      Events of Default; Waiver.

         (a) The Holders of a Majority in Liquidation Amount of Preferred
Securities may, by vote, on behalf of the Holders of all of the Preferred
Securities, waive any past Event of Default in respect of the Preferred
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

             (i)  is not waivable under the Indenture, the Event of Default
     under the Agreement shall also not be waivable; or

             (ii) requires the consent or vote of greater than a majority in
     aggregate principal amount of the holders of the Debentures (a "Super
     Majority") to be waived under the Indenture, the Event of Default under the
     Agreement may only be waived by the vote of the Holders of at least the
     proportion in aggregate Liquidation Amount of the Preferred Securities that
     the relevant Super Majority represents of the aggregate principal amount of
     the Debentures outstanding.

                                       -7-

<PAGE>

The foregoing provisions of this Section 2.6(a) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Agreement and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Agreement, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the Preferred
Securities or impair any right consequent thereon. Any waiver by the Holders of
the Preferred Securities of an Event of Default with respect to the Preferred
Securities shall also be deemed to constitute a waiver by the Holders of the
Common Securities of any such Event of Default with respect to the Common
Securities for all purposes of this Agreement without any further act, vote, or
consent of the Holders of the Common Securities.

         (b) The Holders of a Majority in Liquidation Amount of the Common
Securities may, by vote, on behalf of the Holders of all of the Common
Securities, waive any past Event of Default with respect to the Common
Securities and its consequences, provided that, if the underlying Event of
Default under the Indenture:

             (i)  is not waivable under the Indenture (except where the Holders
     of the Common Securities are deemed to have waived such Event of Default
     under the Agreement as provided below in this Section 2.6(b)), the Event of
     Default under the Agreement shall also not be waivable; or

             (ii) requires the consent or vote of a Super Majority to be waived,
     except where the Holders of the Common Securities are deemed to have waived
     such Event of Default under the Agreement as provided below in this Section
     2.6(b), the Event of Default under the Agreement may only be waived by the
     vote of the Holders of at least the proportion in aggregate Liquidation
     Amount of the Common Securities that the relevant Super Majority represents
     of the aggregate principal amount of the Debentures outstanding;

provided further, each Holder of Common Securities will be deemed to have waived
any such Event of Default and all Events of Default with respect to the Common
Securities and its consequences until all Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the Preferred Securities and only the Holders of the Preferred Securities will
have the right to direct the Property Trustee in accordance with the terms of
the Securities. The foregoing provisions of this Section 2.6(b) shall be in lieu
of (S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such
(S)(S) 316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act are hereby
expressly excluded from this Agreement and the Securities, as permitted by the
Trust Indenture Act. Subject to the foregoing provisions of this Section 2.6(b),
upon such waiver, any such default shall cease to exist and any Event of Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Agreement, but no such waiver shall extend
to any subsequent or other default or Event of Default with respect to the
Common Securities or impair any right consequent thereon.

         (c) A waiver of an Event of Default under the Indenture by the Property
Trustee, at the direction of the Holders of the Preferred Securities,
constitutes a waiver of the corresponding Event of Default under this Agreement.
The foregoing provisions of this Section 2.6(c) shall be in lieu of (S)
316(a)(1)(B) of the Trust Indenture Act and such (S) 316(a)(1)(B) of the Trust
Indenture Act is hereby expressly excluded from this Agreement and the
Securities, as permitted by the Trust Indenture Act.

     SECTION 2.7      Event of Default; Notice.

         (a) The Property Trustee shall, within 90 days after the occurrence of
any default with respect to the Securities, transmit by mail, first class
postage prepaid, to the Holders of the Securities and to the Sponsor, notices of
all such defaults actually known to a Responsible Officer of the Property
Trustee, unless such defaults have been cured before the giving of such notice
(the term "defaults" for the purposes of this Section 2.7(a) being hereby
defined to be a Default as defined in the Indenture, not including any periods
of grace provided for therein and irrespective of the giving of any notice
provided therein); provided that, except for a default in the payment of
principal of (or premium, if any) or interest on any of the Debentures, the
Property Trustee shall be protected in withholding such notice if and so long as
a committee of Responsible Officers of the Property Trustee in good faith
determines that the withholding of such notice is in the interests of the
Holders of the Securities.

                                       -8-

<PAGE>

         (b) The Property Trustee shall not be deemed to have actual knowledge
of any default except:

             (i)  a default under Sections 6.01(a) and 6.01(b) of the Indenture;
     or

             (ii) any default as to which the Property Trustee shall have
     received written notice or of which a Responsible Officer of the Property
     Trustee charged with the administration of the Agreement shall have actual
     knowledge.

         (c) Within ten Business Days after the occurrence of any Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit notice of such Event of Default to the Holders
of the Preferred Securities, the Administrative Trustees and the Sponsor, unless
such Event of Default shall have been cured, waived or otherwise eliminated. The
Sponsor and the Administrative Trustees shall file annually with the Property
Trustee a certification as to whether or not they are in compliance with all the
conditions and covenants applicable to them under this Agreement.

                                   ARTICLE III
                                  ORGANIZATION

     SECTION 3.1      Name.

     The Trust continued hereby is named "Radio One Trust [___]" as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Delaware Trustee, the Property Trustee and the Holders of
Securities.  The Trust's activities may be conducted under the name of the Trust
or any other name deemed advisable by the Administrative Trustees.

     SECTION 3.2      Office.

     The address of the principal office of the Trust is c/o Radio One, Inc.,
5900 Princess Garden Parkway, 7th Floor, Lanham, MD 20706. On ten Business Days'
prior written notice to the Delaware Trustee, the Property Trustee and the
Holders of Securities, the Administrative Trustees may designate another
principal office.

     SECTION 3.3      Purpose.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Securities, (b) use the proceeds from the sale of the Securities to acquire the
Debentures in an aggregate principal amount equal to the aggregate Liquidation
Amount of such Securities, and (c) except as otherwise limited herein, to engage
in only those other activities necessary, advisable or incidental thereto,
including without limitation, those activities specified in Sections 3.6, 3.8,
3.9, 3.10, 3.11 and/or 3.12.

     SECTION 3.4      Authority.

     Subject to the limitations provided in this Agreement and to the specific
duties of the Property Trustee, the Administrative Trustees shall have exclusive
and complete authority to carry out the purposes of the Trust. An action taken
by one or more of the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Agreement.

     SECTION 3.5      Title to Property of the Trust.

     Except as provided in Section 3.8 with respect to the Debentures and the
Property Trustee Account or as otherwise provided in this Agreement, legal title
to all assets of the Trust shall be vested in the Trust. The Holders shall not
have legal title to any part of the assets of the Trust, but shall have an
undivided beneficial interest in the assets of the Trust.

                                       -9-

<PAGE>

     SECTION 3.6      Powers and Duties of the Administrative Trustees.

     The Administrative Trustees shall have the exclusive power, duty and
authority, and are hereby authorized and directed, to cause the Trust to engage
in the following activities:

         (a) to execute, deliver, issue and sell the Preferred Securities and
     the Common Securities in accordance with this Agreement; provided, however,
     that (i) the Trust may issue no more than one series of Preferred
     Securities and no more than one series of Common Securities, (ii) there
     shall be no interests in the Trust other than the Securities, and (iii) the
     issuance of Securities shall be limited to a simultaneous issuance of both
     Preferred Securities and Common Securities at the Closing Time and the
     Option Closing Date, if any;

         (b) in connection with the issue and sale of the Preferred Securities
     to:

             (i)   execute and file any documents prepared by the Sponsor, or
     take any acts as determined by the Sponsor to be necessary in order to
     qualify or register all or part of the Preferred Securities in any State in
     which the Sponsor has determined to qualify or register such Preferred
     Securities for sale;

             (ii)  at the direction of the Sponsor, execute and file an
     application, prepared by the Sponsor, to the New York Stock Exchange or any
     other national stock exchange or the Nasdaq National Market for listing or
     quotation of the Preferred Securities;

             (iii) execute and deliver letters, documents, or instruments with
     DTC and other Clearing Agencies relating to the Preferred Securities;

             (iv)  if required, execute and file with the Commission a
         registration statement on Form 8-A, including any amendments thereto,
         prepared by the Sponsor, relating to the registration of the Preferred
         Securities under Section 12(b) or 12(g) of the Exchange Act, as the
         case may be; and

             (v)   execute and file any agreement, certificate or other document
     which such Administrative Trustee deems necessary or appropriate in
     connection with the issuance and sale of the Preferred Securities;

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

         (d) to cause the Trust to enter into and to execute and deliver on
     behalf of the Trust such agreements and arrangements as may be necessary or
     desirable in connection with the sale of Preferred Securities to the
     underwriters thereof and the consummation thereof, and to take all action,
     and exercise all discretion, as may be necessary or desirable in connection
     with the consummation thereof;

         (e) to give the Sponsor and the Property Trustee prompt written notice
     of the occurrence of a Special Event;

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

         (g) to take all actions and perform such duties as may be required of
     the Administrative Trustees pursuant to this Agreement, including but not
     limited to the terms of the Securities;

         (h) 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 3.8(e), the Property Trustee
     has the exclusive power to bring such Legal Action;

                                      -10-

<PAGE>

         (i) 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;

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

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

         (l) to incur expenses that are necessary or incidental to carry out any
     of the purposes of the Trust;

         (m) to act as, or appoint another Person to act as, Registrar for the
     Securities or to appoint a Paying Agent for the Securities as provided in
     Section 7.4 except for such time as such power to appoint a Paying Agent is
     vested in the Property Trustee;

         (n) to give prompt written notice to the Property Trustee and to
     Holders of the Securities of any notice received from the Debenture Issuer
     of its election to defer payments of interest on the Debentures by
     extending the interest payment period under the Indenture;

         (o) 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 Preferred Securities or to enable the Trust to effect the purposes for
     which the Trust was created;

         (p) to take any action (provided that such action does not materially
     adversely affect the interests of Holders), not inconsistent with this
     Agreement or with applicable law, that the Administrative Trustees
     determine in their discretion to be necessary or desirable in carrying out
     the activities of the Trust as set out in this Section 3.6, including, but
     not limited to:

             (i)   causing the Trust not to be deemed to be an Investment
         Company required to be registered under the Investment Company Act;

             (ii)  causing the Trust to be classified for United States Federal
         income tax purposes as a grantor trust; and

             (iii) cooperating with the Debenture Issuer to ensure that the
         Debentures will be treated as indebtedness of the Debenture Issuer for
         United States Federal income tax purposes;

         (q) 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; and

         (r) to execute and deliver and record, file or register, as applicable,
     all documents, certificates, agreements or instruments, perform all duties
     and powers, and do all things for and on behalf of the Trust in all matters
     necessary, advisable or incidental to the foregoing.

     The Administrative Trustees must exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall not take
any action that is inconsistent with the purposes and functions of the Trust set
forth in Section 3.3.

     Subject to this Section 3.6, the Administrative Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.

     Any expenses incurred by the Administrative Trustees pursuant to this
Section 3.6 shall be reimbursed by the Sponsor.

                                      -11-

<PAGE>

     SECTION 3.7      Prohibition of Actions by the Trust and the Trustees.

         (a) The Trust and the Trustees (including the Property Trustee and the
Delaware Trustee) shall not, and the Administrative Trustees shall cause the
Trust not to, engage in any activity other than as required or authorized by
this Agreement. In particular, the Trust shall not:

             (i)    invest any proceeds received by the Trust from holding the
     Debentures, but shall distribute all such proceeds to Holders of Securities
     pursuant to the terms of this Agreement and of the Securities;

             (ii)   acquire any assets other than as expressly provided herein;

             (iii)  possess Trust property for other than a Trust purpose or
     execute any mortgage in respect of, or pledge, any Trust property;

             (iv)   make any loans or incur any indebtedness;

             (v)    possess any power or otherwise act in such a way as to vary
     the Trust assets or the terms of the Securities in any way whatsoever;

             (vi)   issue any securities or other evidences of beneficial
     ownership of, or beneficial interest in, the Trust other than the
     Securities;

             (vii)  so long as any Debentures are held by the Property Trustee,
     the Trustees shall not (A) direct the time, method and place of conducting
     any proceeding with respect to any remedy available to the Debenture
     Trustee, or exercise any trust or power conferred upon the Debenture
     Trustee with respect to the Debentures, (B) waive any past default that is
     waivable under the Indenture, (C) exercise any right to rescind or annul a
     declaration of acceleration of the maturity of the principal of the
     Debentures, or (D) consent to any amendment, modification or termination of
     the Indenture or the Debentures where such consent shall be required,
     without, in each case, obtaining (1) the prior approval of the Holders of a
     Majority in Liquidation Amount of all outstanding Securities; provided,
     however, that where a consent under the Indenture would require the consent
     of each holder of Debentures affected thereby, no such consent shall be
     given by the Property Trustee without the prior approval of each Holder of
     Securities and (2) an Opinion of Counsel delivered to the Trust from tax
     counsel experienced in such matters to the effect that the Trust will not
     be classified as an association taxable as a corporation for United States
     Federal income tax purposes on account of such action;

             (viii) revoke any action previously authorized or approved by a
     vote of the Holders of Preferred Securities except by subsequent vote of
     such Holders;

             (ix)   revoke any action previously authorized or approved by a
     vote of the Holders of Common Securities except by subsequent vote of such
     Holders; or

             (x)    undertake (or permit to be undertaken) any activity that
     would cause the Trust not to be classified for United States Federal income
     tax purposes as a grantor trust.

     SECTION 3.8      Powers and Duties of the Property Trustee.

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the Trust
and the Holders of the Securities. The right, title and interest of the Property
Trustee to the Debentures shall vest automatically in each Person who may
hereafter be appointed as Property Trustee in accordance with Section 5.7. Such
vesting and cessation of title shall be effective whether or not conveyancing
documents with regard to the Debentures have been executed and delivered.

         (b) The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrative Trustees or to the Delaware
Trustee (if the Property Trustee does not also act as Delaware Trustee).

                                      -12-

<PAGE>

         (c) The Property Trustee shall:

             (i)   establish and maintain a segregated non-interest bearing
     trust account (the "Property Trustee Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Holders of the
     Securities and, upon the receipt of payments of funds made in respect of
     the Debentures held by the Property Trustee, deposit such funds into the
     Property Trustee Account and make payments or cause the Paying Agent to
     make payments to the Holders of the Preferred Securities and Holders of the
     Common Securities from the Property Trustee Account in accordance with
     Section 6.1. Funds in the Property Trustee Account shall be held uninvested
     until disbursed in accordance with this Agreement. The Property Trustee
     Account shall be an account that is maintained with a banking institution
     the rating on whose long-term unsecured indebtedness is at least equal to
     the rating assigned to the Preferred Securities by a "nationally recognized
     statistical rating organization", as that term is defined for purposes of
     Rule 436(g)(2) under the Securities Act, which as of the date hereof is
     rated BB by Standard & Poor's Ratings Services and Ba2 by Moody's Investors
     Service, Inc. If the ratings specified above are changed, the Sponsor shall
     inform the Property Trustee of any new ratings assigned to the Preferred
     Securities;

             (ii)  engage in such ministerial activities as shall be necessary
     or appropriate to effect the redemption of the Preferred Securities and the
     Common Securities to the extent the Debentures are redeemed or mature;

             (iii) upon written notice of distribution issued by the
     Administrative Trustees in accordance with the terms of the Securities,
     engage in such ministerial activities as shall be necessary or appropriate
     to effect the distribution of the Debentures to Holders of Securities upon
     the occurrence of certain events; and

             (iv)  take such ministerial action as may be requested by the
     Administrative Trustees in connection with the winding up of the affairs of
     or liquidation of the Trust in accordance with this Agreement and the
     preparation, execution and filing of a certificate of cancellation or other
     appropriate certificates with the Secretary of State of the State of
     Delaware and other appropriate governmental authorities.

         (d) The Property Trustee shall take all actions and perform such duties
as may be specifically required of the Property Trustee pursuant to the terms of
this Agreement and the Securities.

         (e) Subject to Section 3.9, the Property Trustee shall take any Legal
Action which arises out of or in connection with an Event of Default of which a
Responsible Officer of the Property Trustee has actual knowledge or the Property
Trustee's duties and obligations under this Agreement or the Trust Indenture Act
and, if the Property Trustee shall have failed to take such Legal Action, the
Holders of the Preferred Securities in at least an aggregate Liquidation Amount
equal to the specified percentage of Holders of Debentures entitled to take such
Legal Action may, to the fullest extent permitted by law, take such Legal Action
without first proceeding against the Property Trustee or the Trust; provided,
however, that if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Debenture Issuer to pay the
principal of or premium, if any, or interest on the Debentures on the date such
principal, premium, if any, or interest is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of Preferred Securities may
directly institute a proceeding for enforcement of payment to such Holder of the
principal of or premium, if any, or interest on the Debentures having a
principal amount equal to the aggregate Liquidation Amount of the Preferred
Securities of such Holder on or after the respective due date specified in the
Debentures (a "Direct Action"). Except as provided in the preceding sentence,
the Holders of Preferred Securities will not be able to exercise directly any
other remedy available to the holders of the Debentures.

         (f) The Property Trustee shall continue to serve as a Trustee until
either:

             (i)   the Trust has been completely liquidated and the proceeds of
     the liquidation distributed to the Holders of Securities pursuant to the
     terms of the Securities and this Agreement; or

             (ii)  a successor Property Trustee has been appointed and has
     accepted that appointment in accordance with Section 5.7 (a "Successor
     Property Trustee").

                                      -13-

<PAGE>

         (g) The Property Trustee shall have the legal power to exercise all of
the rights, powers and privileges of a holder of Debentures under the Indenture
and, if an Event of Default actually known to a Responsible Officer of the
Property Trustee occurs and is continuing, the Property Trustee shall, for the
benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to the terms of the
Securities and this Agreement.

         (h) The Property Trustee shall be authorized to undertake any actions
set forth in (S) 317(a) of the Trust Indenture Act.

         (i) For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all Securities and any such Paying Agent
shall comply with (S) 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed with or without cause by the Property Trustee at any
time the Property Trustee remains as Paying Agent and a successor Paying Agent
or additional Paying Agents may be (but are not required to be) appointed at any
time by the Property Trustee while the Property Trustee is acting as Paying
Agent.

         (j) Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrative
Trustees set forth in Section 3.6.

     Notwithstanding anything expressed or implied to the contrary in this
Agreement or any Annex or Exhibit hereto, the Property Trustee must exercise the
powers set forth in this Section 3.8 in a manner that is consistent with the
purposes and functions of the Trust set out in Section 3.3.

     SECTION 3.9    Certain Duties and Responsibilities of the Property Trustee.

         (a) The Property Trustee, before the occurrence of any Event of Default
and after the curing or waiving of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Agreement and in the Securities and no implied covenants or obligations
shall be read into this Agreement against the Property Trustee. In case an Event
of Default has occurred (that has not been cured or waived pursuant to Section
2.6) of which a Responsible Officer of the Property Trustee has actual
knowledge, the Property Trustee shall exercise such of the rights and powers
vested in it by this Agreement, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his or her own affairs.

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

             (i) prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

                 (A) the duties and obligations of the Property Trustee shall
         be determined solely by the express provisions of this Agreement and in
         the Securities and the Property Trustee shall not be liable except for
         the performance of such duties and obligations as are specifically set
         forth in this Agreement and in the Securities, and no implied covenants
         or obligations shall be read into this Agreement against the Property
         Trustee; and

                 (B) in the absence of bad faith on the part of the Property
         Trustee, the Property Trustee may conclusively rely, as to the truth of
         the statements and the correctness of the opinions expressed therein,
         upon any certificates or opinions furnished to the Property Trustee and
         conforming to the requirements of this Agreement; provided, however,
         that in the case of any such certificates or opinions that by any
         provision hereof are specifically required to be furnished to the
         Property Trustee, the Property Trustee shall be under a duty to examine
         the same to determine whether or not they conform to the requirements
         of this Agreement (but shall not be required to confirm or investigate
         the accuracy of mathematical calculations or other facts stated
         therein);

                                      -14-

<PAGE>

             (ii)   the Property Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

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

             (iv)   no provision of this Agreement shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Agreement or indemnity
     reasonably satisfactory to the Property Trustee against such risk or
     liability is not reasonably assured to it;

             (v)    the Property Trustee's sole duty with respect to the
     custody, safekeeping and physical preservation of the Debentures and the
     Property Trustee Account shall be to deal with such property in a similar
     manner as the Property Trustee deals with similar property for its own
     account, subject to the protections and limitations on liability afforded
     to the Property Trustee under this Agreement and the Trust Indenture Act;

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

             (vii)  the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Sponsor. Money held by the Property Trustee need not be segregated from
     other funds held by it except in relation to the Property Trustee Account
     maintained by the Property Trustee pursuant to Section 3.8(c)(i) and except
     to the extent otherwise required by law; and

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

     SECTION 3.10     Certain Rights of Property Trustee.

         (a) Subject to the provisions of Section 3.9:


             (i)   the Property Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document believed by it to be genuine and to
     have been signed, sent or presented by the proper party or parties;

             (ii)  any direction or act of the Sponsor or the Administrative
     Trustees contemplated by this Agreement may be sufficiently evidenced by an
     Officers' Certificate;

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

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

                                      -15-

<PAGE>

          (v)    the Property Trustee may consult with counsel or other experts
     of its selection and the advice or opinion of such counsel and experts with
     respect to legal matters or advice within the scope of such experts' area
     of expertise 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 accordance with such advice or opinion, such counsel may be
     counsel to the Sponsor or any of its Affiliates, and may include any of its
     employees; and the Property Trustee shall have the right at any time to
     seek instructions concerning the administration of this Agreement from any
     court of competent jurisdiction;

          (vi)   the Property Trustee shall be under no obligation to exercise
     any of the rights or powers vested in it by this Agreement at the request
     or direction of any Holder, unless such Holder shall have provided to the
     Property Trustee security and indemnity, reasonably satisfactory to the
     Property Trustee, against the costs, expenses (including reasonable
     attorneys' fees and expenses and the expenses of the Property Trustee's
     agents, nominees or custodians) and liabilities that might be incurred by
     it in complying with such request or direction, including such reasonable
     advances as may be requested by the Property Trustee in respect of the
     time, method or place of conducting any proceeding for any remedy available
     to the Property Trustee or the exercise of any trust or power conferred on
     the Property Trustee under this Agreement;

          (vii)  the Property Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit;

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

          (ix)   any action taken by the Property Trustee or its agents
     hereunder shall bind the Trust and the Holders of the Securities, and the
     signature of the Property Trustee or its agents alone shall be sufficient
     and effective to perform any such action and no third party shall be
     required to inquire as to the authority of the Property Trustee to so act
     or as to its compliance with any of the terms and provisions of this
     Agreement, both of which shall be conclusively evidenced by the Property
     Trustee's or its agent's taking such action;

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

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

          (xii)  the Property Trustee shall not be liable for any action taken,
     suffered, or omitted to be taken by it in good faith, without negligence,
     and reasonably believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Agreement.

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

                                      -16-

<PAGE>

     (c) It is expressly understood and agreed by the parties hereto that in
fulfilling its obligations as Property Trustee hereunder on behalf of the Trust,
(i) any agreements or instruments executed or delivered by Wilmington Trust
Company are executed and delivered not in its individual capacity but solely as
Property Trustee under this 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 Wilmington Trust Company in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances (except with respect to funds delivered to it relating to payments
in respect of the Securities) shall Wilmington Trust Company 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
Agreement except if such breach or failure is due to any negligence, bad faith
or willful misconduct of the Property Trustee.

     SECTION 3.11   Delaware Trustee.

     (a) Notwithstanding any other provision of this Agreement other than
Section 5.2, 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 Agreement
(except as required under the Business Trust Act). Except as set forth in
Section 5.2, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of (S)3807 of the 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 or delivered by Wilmington Trust
Company are executed and delivered not in its individual capacity but solely as
Delaware Trustee under this 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 Wilmington Trust Company in its individual capacity but is made
and intended for the purpose of binding only the Trust, and (iii) under no
circumstances shall Wilmington Trust Company 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 Agreement
except if such breach or failure is due to any gross negligence, bad faith or
willful misconduct of the Delaware Trustee.

     SECTION 3.12   Execution of Documents.

     Except as otherwise required by the Business Trust Act or applicable law,
each Administrative Trustee, individually, is authorized to execute and deliver
on behalf of the Trust any documents, agreements, instruments or certificates
that the Administrative Trustees have the power and authority to execute and
deliver pursuant to this Agreement.

     SECTION 3.13   Not Responsible for Recitals or Issuance of Securities.

     The recitals contained in this Agreement and the Securities shall be taken
as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. The Trustees make no representations as to
the value or condition of the property of the Trust or any part thereof. The
Trustees make no representations as to the validity or sufficiency of this
Agreement or the Securities.

     SECTION 3.14   Duration of Trust.

     The Trust, unless earlier dissolved pursuant to the provisions of Article
VIII hereof, shall dissolve on ______________________.

     SECTION 3.15   Mergers.

     (a) The Trust may not merge with or into, convert to, consolidate,
amalgamate, or be replaced by, or convey, transfer or lease its properties and
assets as an entirety or substantially as an entirety to any Person, except as
described

                                      -17-

<PAGE>

in Section 3.15(b) and (c) and except with respect to the distribution
of all Debentures to Holders of Securities pursuant to Section 8.1(a)(iii).

       (b) The Trust may, at the request of the Sponsor, with the consent of the
Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees and without the consent of the Holders of the
Securities, the Delaware Trustee or the Property Trustee, merge with or into,
convert to, consolidate, amalgamate, or be replaced by, or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to, a trust organized as such under the laws of any State; provided that:

           (i)    such successor entity (the "Successor Entity") either:

                  (A) expressly assumes all of the obligations of the Trust
       under the Securities; or

                  (B) substitutes for the Securities other securities having
       substantially the same terms as the Securities (the "Successor
       Securities") so long as the Successor Securities rank the same as the
       Securities rank with respect to Distributions and payments upon
       liquidation, redemption and otherwise;

           (ii)   the Sponsor expressly appoints a trustee of the Successor
     Entity that possesses the same powers and duties as the Property Trustee
     with respect to the Debentures;

           (iii)  the Successor Securities (excluding any securities substituted
     for any Common Securities) are listed, quoted or included for trading, or
     any Successor Securities will be listed, quoted or included for trading,
     upon notification of issuance, on any national securities exchange or with
     any other organization on which the Preferred Securities are then listed,
     quoted or included;

           (iv)   such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not cause the Preferred
     Securities (including any Successor Securities) or the Debentures to be
     downgraded or placed under surveillance or review by any nationally
     recognized statistical rating organization that publishes a rating on the
     Preferred Securities or the Debentures;

           (v)    such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not adversely affect the
     rights, preferences and privileges of the Holders of the Securities
     (including the holders of any Successor Securities) in any material respect
     (other than with respect to any dilution of the interests of such Holders
     or holders, as the case may be, in the Successor Entity);

           (vi)   the Successor Entity has a purpose substantially identical to
     that of the Trust;

           (vii)  prior to such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     opinion of a nationally recognized independent counsel to the Trust
     experienced in such matters to the effect that:

                  (A) such merger, conversion, consolidation, amalgamation,
       replacement, conveyance, transfer or lease does not adversely affect the
       rights, preferences and privileges of the Holders of the Securities
       (including the holders of any Successor Securities) in any material
       respect (other than with respect to any dilution of the interests of such
       Holders or holders, as the case may be, in the Successor Entity); and

                  (B) following such merger, conversion, consolidation,
       amalgamation, replacement, conveyance, transfer or lease, neither the
       Trust nor the Successor Entity, if any, will be required to register as
       an Investment Company; and

           (viii) the Sponsor or any permitted successor or assignee owns all of
     the common securities of the Successor Entity and guarantees the
     obligations of the Successor Entity under the Successor Securities at least
     to the extent provided by the Preferred Securities Guarantee and the Common
     Securities Guarantee.

                                      -18-

<PAGE>

     (c) Notwithstanding Section 3.15(b), the Trust shall not, except with the
consent of Holders of 100% in Liquidation Amount of the Securities, merge with
or into, convert to, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or substantially as
an entirety to, any other Person or permit any other Person to merge with or
into, consolidate, amalgamate, or replace it if such merger, conversion,
consolidation, amalgamation, replacement, conveyance, transfer or lease would
cause the Trust or the Successor Entity, if any, not to be classified as a
grantor trust for United States Federal income tax purposes.

                                   ARTICLE IV
                                     SPONSOR

     SECTION 4.1    Sponsor's Purchase of Common Securities.

     At the Closing Time and on any Option Closing Date, the Sponsor will
purchase all of the Common Securities then issued by the Trust, in an amount
equal to at least 3% of the total capital of the Trust, at the same time as the
Preferred Securities are issued and sold. The aggregate Liquidation Amount of
Common Securities at any time shall not be less than 3% of the total capital of
the Trust.

     For so long as the Preferred Securities remain outstanding, the Sponsor
covenants (i) to maintain, directly or indirectly, 100% ownership of the Common
Securities; provided, however, that any permitted successor of the Sponsor under
the Indenture may succeed to the Sponsor's interest in the Common Securities,
(ii) to use its best efforts to cause the Trust (a) to remain a statutory
business trust, except in connection with a distribution of Debentures to the
Holders of Securities in liquidation of the Trust, the redemption of all the
Securities, or certain mergers, consolidations or amalgamations, each as
permitted by this Agreement, and not to voluntarily dissolve, wind up, liquidate
or be terminated, except as permitted by this Agreement, and (b) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes, (iii) to use its best efforts to ensure that the Trust shall not
be an Investment Company for purposes of the Investment Company Act, (iv) to use
its best efforts to cause each Holder of Securities to be treated as owning an
undivided beneficial interest in the Debentures and (v) to take no action which
would cause the dissolution, liquidation or winding up of the Trust, except as
otherwise provided in this Agreement.

     SECTION 4.2    Responsibilities of the Sponsor.

     In connection with the issuance and sale of the Preferred Securities, the
Sponsor shall have the right and responsibility to engage in the following
activities:

          (a) to prepare for filing by the Trust, execute and file with the
     Commission the registration statement on Form S-3 pertaining to the
     Preferred Securities, including any amendments thereto and to register the
     Preferred Securities Guarantee related thereto;

          (b) to determine the jurisdictions 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 the
     Trust, and advise the Trust of actions it must take, and prepare for
     execution and filing any documents to be executed and filed by the Trust,
     as the Sponsor deems necessary or advisable in order to comply with the
     applicable laws of any such jurisdictions;

          (c) if deemed necessary or advisable by the Sponsor, 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 or
     quotation of the Preferred Securities;

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

          (e) to negotiate the terms of, execute, enter into and deliver the
     Underwriting Agreement providing for the sale of the Preferred Securities.

                                      -19-

<PAGE>

     SECTION 4.3    Right to Proceed.

     The Sponsor acknowledges the rights of the Holders of Preferred Securities
to bring one or more Direct Actions under the circumstances specified in this
Agreement.

                                    ARTICLE V
                                    TRUSTEES

     SECTION 5.1    Number of Trustees; Appointment of Co-Trustee.

     The number of Trustees initially shall be five (5), and:

          (a) at any time before the issuance of any Securities, the Sponsor
     may, by written instrument, increase or decrease the number of Trustees;
     and

          (b) after the issuance of any Securities, the number of Trustees may
     be increased or decreased by vote of the Holders of a Majority in
     Liquidation Amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities;

provided, however, that, the number of Trustees shall in no event be less than
two (2); provided further that (1) one Trustee shall be a Person meeting the
requirements of Section 5.2 (the "Delaware Trustee"); (2) there shall be at
least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor (an "Administrative Trustee"); and (3) one Trustee shall be the Property
Trustee for so long as this Agreement is required to qualify as an indenture
under the Trust Indenture Act, and such Trustee may also serve as Delaware
Trustee if it meets the applicable requirements. Notwithstanding the above,
unless an Event of Default shall have occurred and be continuing, at any time or
times, for the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the Trust's property may at the
time be located, the Holders of a Majority in Liquidation Amount of the Common
Securities acting as a class at a meeting of the Holders of the Common
Securities, and the Administrative Trustees shall have power to appoint one or
more Persons either to act as a co-trustee, jointly with the Property Trustee,
of all or any part of the Trust's property, or to act as separate trustee of any
such property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in such
capacity any property, title, right or power deemed necessary or desirable,
subject to the provisions of this Agreement. In case an Event of Default has
occurred and is continuing, the Property Trustee alone shall have power to make
any such appointment of a co-trustee.

     SECTION 5.2    Delaware Trustee.

     For so long as required by the Business Trust Act, the Delaware Trustee
shall be:

          (a) a natural person who is a resident of the State of Delaware; or

          (b) if not a natural person, an entity which has its principal place
     of business in the State of Delaware, and otherwise meets the requirements
     of applicable law, provided, however, if the Property Trustee has its
     principal place of business in the State of Delaware and otherwise meets
     the requirements of applicable law, then the Property Trustee shall also be
     the Delaware Trustee and Section 3.11 shall have no application.

     SECTION 5.3    Property Trustee; Eligibility.

          (a) There shall at all times be one Trustee (the "Property Trustee")
     which shall act as Property Trustee and which shall:

              (i) not be an Affiliate of the Sponsor; and

                                      -20-

<PAGE>

          (ii) be a corporation organized and doing business under the laws of
     the United States of America or any State or Territory thereof or of the
     District of Columbia, or a corporation or Person permitted by the
     Commission to act as an indenture trustee under the Trust Indenture Act,
     authorized under such laws to exercise corporate trust powers, having a
     combined capital and surplus of at least $50,000,000, and subject to
     supervision or examination by federal, state, territorial or District of
     Columbia authority. If such corporation publishes reports of condition at
     least annually, pursuant to law or to the requirements of the supervising
     or examining authority referred to above, then for the purposes of this
     Section 5.3(a)(ii), the combined capital and surplus of such corporation
     shall be deemed to be its combined capital and surplus as set forth in its
     most recent report of condition so published.

     (b) If at any time the Property Trustee shall cease to be eligible to so
act under Section 5.3(a), the Property Trustee shall immediately resign in the
manner and with the effect set forth in Section 5.7(c).

     (c) If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of (S) 310(b) of the Trust Indenture Act, the Property
Trustee and the Holder of the Common Securities (as if it were the obligor
referred to in (S) 310(b) of the Trust Indenture Act) shall in all respects
comply with the provisions of (S) 310(b) of the Trust Indenture Act.

     (d) The Preferred Securities Guarantee shall be deemed to be specifically
described in this Agreement for purposes of clause (i) of the first provision
contained in Section 310(b) of the Trust Indenture Act.

     (e) The initial Property Trustee shall be:

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention:  Corporate Trust Administration
                  Telephone:  (302) 636-6000
                  Telecopier: (302) 636-4148

     SECTION 5.4  Certain Qualifications of Administrative Trustees and Delaware
Trustee Generally.

     Each Administrative Trustee and the Delaware Trustee (unless the Property
Trustee also acts as Delaware 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
Authorized Officers.

     SECTION 5.5  Administrative Trustees.

     The initial Administrative Trustees shall be:

                  Alfred C. Liggins, III
                  Scott R. Royster
                  Linda J. Eckard Vilardo
                  c/o Radio One, Inc.
                  5900 Princess Garden Parkway, 7th Floor
                  Lanham, MD  20706
                  Attention:  Linda J. Eckard Vilardo
                  Telephone:  (301) 429-2646
                  Telecopier: (301) 306-9638

     (a) Except as expressly set forth in this Agreement and except if a meeting
of the Administrative Trustees is called with respect to any matter over which
the Administrative Trustees have power to act, any power of the Administrative
Trustees may be exercised by, or with the consent of, any one such
Administrative Trustee.

                                      -21-

<PAGE>

       (b) Unless otherwise determined by the Administrative Trustees, and
except as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee acting alone is authorized to execute on behalf of the
Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6.

     SECTION 5.6    Delaware Trustee.

     The initial Delaware Trustee shall be:

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention: Corporate Trust Administration
                  Telephone:  (302) 636-6000
                  Telecopier: (302) 636-4148

     SECTION 5.7    Appointment, Removal and Resignation of Trustees.

     (a) Subject to Section 5.7(b), Trustees may be appointed or removed without
cause at any time:

         (i) until the issuance of any Securities, by written instrument
executed by the Sponsor;

         (ii) unless an Event of Default shall have occurred and be continuing
after the issuance of any Securities, by vote of the Holders of a Majority in
Liquidation Amount of the Common Securities voting as a class at a meeting of
the Holders of the Common Securities; and

         (iii) if an Event of Default shall have occurred and be continuing
after the issuance of the Securities, with respect to the Property Trustee or
the Delaware Trustee, by vote of Holders of a Majority in Liquidation Amount of
the Preferred Securities voting as a class at a meeting of Holders of the
Preferred Securities (it being understood that in no event will the Holders of
the Preferred Securities have the right to vote, appoint, remove or replace the
Administrative Trustees, which voting rights are exclusively vested in the
Holder of the Common Securities).

     (b) The Trustee that acts as:

         (i) Property Trustee shall not be removed in accordance with Section
5.7(a) until a Successor Property Trustee has been appointed and has accepted
such appointment by written instrument executed by such Successor Property
Trustee and delivered to the Administrative Trustees and the Sponsor; and

         (ii) the Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 5.7(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the removed Delaware Trustee, the Property Trustee (if the
removed Delaware Trustee is not also the Property Trustee), the Administrative
Trustees and the Sponsor.

         (c) A Trustee appointed to office shall hold office until his successor
shall have been appointed or until his death, removal or resignation. Any
Trustee may resign from office (without need for prior or subsequent accounting)
by an instrument in writing signed by the Trustee and delivered to the other
Trustees, the Sponsor and the Trust, which resignation shall take effect upon
such delivery or upon such later date as is specified therein; provided,
however, that:

         (i) No such resignation of the Trustee that acts as the Property
Trustee shall be effective:

             (A) until a Successor Property Trustee has been appointed and has
     accepted such appointment by instrument executed by such Successor Property
     Trustee and delivered to the Trust, the Sponsor, the Delaware

                                      -22-

<PAGE>

     Trustee (if the resigning Property Trustee is not also the Delaware
    Trustee) and the resigning Property Trustee; or

           (B) until the assets of the Trust have been completely liquidated and
   the proceeds thereof distributed to the Holders of the Securities; and

        (ii) no such resignation of the Trustee that acts as the Delaware
Trustee shall be effective until a Successor Delaware Trustee has been appointed
and has accepted such appointment by instrument executed by such Successor
Delaware Trustee and delivered to the Trust, the Property Trustee (if the
resigning Delaware Trustee is not also the Property Trustee), the Sponsor and
the resigning Delaware Trustee.

     (d) The Holders of the Common Securities or, if an Event of Default shall
have occurred and be continuing after the issuance of the Securities, the
Holders of the Preferred Securities shall use their best efforts to promptly
appoint a Successor Delaware Trustee or Successor Property Trustee, as the case
may be, if the Property Trustee or the Delaware Trustee delivers an instrument
of resignation in accordance with this Section 5.7.

     (e) If no Successor Property Trustee or Successor Delaware Trustee shall
have been appointed and accepted appointment as provided in this Section 5.7
within 60 days after delivery of an instrument of resignation or removal, the
Property Trustee or Delaware Trustee resigning or being removed, as applicable,
may petition any court of competent jurisdiction for appointment of a Successor
Property Trustee or Successor Delaware Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper and prescribe, appoint a
Successor Property Trustee or Successor Delaware Trustee, as the case may be.

     (f) No Property Trustee or Delaware Trustee shall be liable for the acts or
omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

     SECTION 5.8    Vacancies among Trustees.

     If a Trustee ceases to hold office for any reason and the number of
Trustees is not reduced pursuant to Section 5.1, or if the number of Trustees is
increased pursuant to Section 5.1, a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Administrative Trustees or, if
there are more than two, a majority of the Administrative Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.7.

     SECTION 5.9    Effect of Vacancies.

     To the fullest extent permitted by law, the death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or
annul the Trust or to terminate this Agreement. 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 5.7, the
Administrative Trustees in office, regardless of their number, shall have all
the powers granted to the Administrative Trustees and shall discharge all the
duties imposed upon the Administrative Trustees by this Agreement.

     SECTION 5.10     Meetings.

     If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held at a time and place fixed by resolution of the Administrative Trustees.
Notice of any in-person meetings of the Administrative Trustees shall be hand
delivered or otherwise delivered in writing (including by facsimile or
electronic mail, with a hard copy by overnight courier) not less than 24 hours
before such meeting. Notice of any telephonic meetings of the Administrative
Trustees or any committee thereof shall be hand delivered or otherwise delivered
in writing (including by facsimile or electronic mail, with a hard copy by
overnight courier) not less than 24 hours before a meeting. Notices shall
contain a brief statement of the time, place and anticipated purposes of the
meeting. The presence (whether in person, by telephone or by video transmission)
of an Administrative Trustee at a meeting shall

                                      -23-

<PAGE>

constitute a waiver of notice of such meeting except where an Administrative
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Agreement, any action of
the Administrative Trustees may be taken at a meeting by vote of a majority of
the Administrative Trustees present (whether in person, by telephone or by video
transmission) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Administrative Trustees. In the event there is only one Administrative Trustee,
any and all action of such Administrative Trustee shall be evidenced by a
written consent of such Administrative Trustee.

     SECTION 5.11   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
3.6, including any registration statement or amendment thereto filed with the
Commission; and

         (b) The Administrative Trustees shall have power to delegate from time
to time to such of their number or to officers of the Trust 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 this Agreement.

     SECTION 5.12   Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee or the Delaware Trustee or any
Administrative Trustee that is not a natural person, as the case may be, may be
merged, converted or consolidated; and any Person resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto; provided, however, such successor shall notify the Sponsor and
the Trust promptly of its succession.

     SECTION 5.13   Compensation.

     The Sponsor agrees:

         (a) to pay to the Property Trustee and the Delaware Trustee from time
     to time such compensation as shall be agreed in writing between the Company
     and the Property Trustee and the Delaware Trustee, respectively, for all
     services rendered by them hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust); and

         (b) to reimburse the Property Trustee and the Delaware Trustee upon
     their request for reasonable expenses, disbursements and advances incurred
     or made by the Property Trustee or the Delaware Trustee, respectively, in
     accordance with any provision of this Agreement (including the reasonable
     compensation and the expenses and advances of its agents and counsel),
     except any such expense or advance as may be attributable to their gross
     negligence (or, in the case of the Property Trustee, negligence), willful
     misconduct or bad faith.

                                   ARTICLE VI
                                  DISTRIBUTIONS

     SECTION 6.1    Distributions.


     Holders shall receive Distributions in accordance with the applicable terms
of the relevant Holder's Securities. Distributions shall be made on the
Preferred Securities and the Common Securities in accordance with the respective
terms and preferences set forth herein and in Annex I. If and to the extent that
the Debenture Issuer makes a payment

                                      -24-

<PAGE>

of interest (including any compounded interest and additional interest), premium
and/or principal on the Debentures held by the Property Trustee (the amount of
any such payment being a "Payment Amount"), the Property Trustee shall and is
directed, to the extent funds are available for that purpose, to make a
distribution (a "Distribution") of the Payment Amount to Holders.

                                   ARTICLE VII
                             ISSUANCE OF SECURITIES

     SECTION 7.1    General Provisions Regarding Securities.

         (a) The Administrative Trustees shall on behalf of the Trust issue one
class of preferred securities representing undivided beneficial interests in the
assets of the Trust having such terms as are set forth in Annex I (the
"Preferred Securities") and one class of common securities representing
undivided beneficial interests in the assets of the Trust having such terms as
are set forth in Annex I (the "Common Securities"). The Trust shall issue no
securities or other interests in the assets of the Trust other than the
Preferred Securities and the Common Securities.

         (b) The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

         (c) Upon issuance of the Securities as provided in this Agreement, the
Securities so issued shall be validly issued, fully paid and non-assessable.

         (d) Every Person, by virtue of having become a Holder or a Preferred
Security Beneficial Owner in accordance with the terms of this Agreement, shall
be deemed to have expressly assented and agreed to the terms of, and shall be
bound by, this Agreement.

     SECTION 7.2      Execution and Authentication.

         (a) The Securities shall be signed on behalf of the Trust by an
Administrative Trustee. In case any Administrative Trustee of the Trust who
shall have signed any of the Securities shall cease to be such Administrative
Trustee before the Securities so signed shall be delivered by the Trust, such
Securities nevertheless may be delivered as though the Person who signed such
Securities had not ceased to be such Administrative Trustee; and any Securities
may be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be the Administrative Trustees of the Trust,
although at the date of the execution and delivery of this Agreement any such
person was not an Administrative Trustee.

         (b) One Administrative Trustee shall sign the Preferred Securities for
the Trust by manual or facsimile signature.

     A Preferred Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee. The signature
shall be conclusive evidence that the Preferred Security has been authenticated
under this Agreement. A Common Security shall be valid upon execution by an
Administrative Trustee without any act of the Property Trustee.

     Upon a written order of the Trust signed by one Administrative Trustee, the
Property Trustee shall authenticate the Preferred Securities for original issue.

     The aggregate number of Preferred Securities outstanding at any time shall
not exceed the number set forth in the terms in Annex I hereto except as
provided in Section 7.6.

     The Property Trustee may appoint an authenticating agent acceptable to the
Trust to authenticate Preferred Securities. An authenticating agent may
authenticate Preferred Securities whenever the Property Trustee may do so. Each
reference in this Agreement to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as the
Property Trustee hereunder with respect to the Sponsor or an Affiliate.

                                      -25-

<PAGE>

     SECTION 7.3    Form and Dating.

     The Preferred Securities and the Property Trustee's certificate of
authentication shall be substantially in the form of Exhibit A-1 and the Common
Securities shall be substantially in the form of Exhibit A-2, each of which is
hereby incorporated in and expressly made a part of this Agreement. The
Securities may be in definitive or global form and may be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to an Administrative Trustee, as evidenced by the execution thereof. The
Securities may have letters, CUSIP or other numbers, notations or other marks of
identification or designation and such legends or endorsements required by law,
stock exchange or quotation system rule, agreements to which the Trust is
subject, if any, or usage (provided that any such notation, legend or
endorsement is in a form acceptable to the Trust). An Administrative Trustee, at
the direction of the Sponsor, shall furnish any such legend not contained in
Exhibits A-1 or A-2 to the Property Trustee in writing. Each Preferred Security
shall be dated the date of its authentication. The terms and provisions of the
Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Agreement and to the extent
applicable, the Property Trustee and the Sponsor, by their execution and
delivery of this Agreement, expressly agree to such terms and provisions and to
be bound thereby.

     The following four paragraphs shall apply only to any Global Preferred
Securities.

         The Preferred Securities shall be issued in the form of one or more
     permanent global Securities in definitive, fully registered form without
     Distribution coupons with the appropriate global legends set forth in
     Exhibit A-1 hereto (a "Global Preferred Security"), which shall be
     deposited on behalf of the purchasers of the Preferred Securities
     represented thereby with the Property Trustee, as custodian for the
     Clearing Agency, and registered in the name of the Clearing Agency or a
     nominee of the Clearing Agency, duly executed by an Administrative Trustee
     on behalf of the Trust and authenticated by the Property Trustee as
     hereinafter provided. The number of Preferred Securities represented by the
     Global Preferred Security may from time to time be increased or decreased
     by adjustments made on the records of the Property Trustee and the Clearing
     Agency or its nominee as hereinafter provided. The Holder of a Global
     Preferred Security may grant proxies and otherwise authorize any Person,
     including Participants (as defined below) and Persons that may hold
     interests through Participants, to take any action which such Holder is
     entitled to take under this Agreement or the Securities.

         An Administrative Trustee shall execute and the Property Trustee shall,
     in accordance with this Section 7.3, authenticate and make available for
     delivery initially one or more Global Preferred Securities that (i) shall
     be registered in the name of Cede & Co. or other nominee of such Clearing
     Agency and (ii) shall be delivered by the Property Trustee to such Clearing
     Agency or pursuant to such Clearing Agency's written instructions or held
     by the Property Trustee as custodian for the Clearing Agency.

         Members of, or participants in, the Clearing Agency ("Participants")
     shall have no rights under this Agreement with respect to any Global
     Preferred Security held on their behalf by the Clearing Agency or by the
     Property Trustee as the custodian of the Clearing Agency or under such
     Global Preferred Security, and the Clearing Agency may be treated by the
     Trust, the Property Trustee and any agent of the Trust or the Property
     Trustee as the absolute owner of such Global Preferred Security for all
     purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
     prevent the Trust, the Property Trustee or any agent of the Trust or the
     Property Trustee from giving effect to any written certification, proxy or
     other authorization furnished by the Clearing Agency or impair, as between
     the Clearing Agency and its Participants, the operation of customary
     practices of such Clearing Agency governing the exercise of the rights of a
     holder of a beneficial interest in any Global Preferred Security.

         Except as provided in Section 9.2, owners of beneficial interests in a
     Global Preferred Security will not be entitled to receive physical delivery
     of Preferred Securities in definitive form ("Definitive Preferred
     Securities").

                                      -26-

<PAGE>

     SECTION 7.4      Registrar and Paying Agent.

     The Trust shall maintain in Wilmington, Delaware, (i) an office or agency
where Preferred Securities may be presented for registration of transfer
("Registrar") and (ii) an office or agency where Preferred Securities may be
presented for payment ("Paying Agent"). The Registrar shall keep a register of
the Preferred Securities and of their transfer. The Trust may appoint the
Registrar and the Paying Agent and may appoint one or more co-registrars and one
or more additional paying agents in such other locations as it shall determine.
The term "Registrar" includes any additional registrar and the term "Paying
Agent" includes any additional paying agent. The Administrative Trustees may
change any Registrar or Paying Agent without prior notice to any Holder. The
Administrative Trustees shall notify the Property Trustee of the name and
address of any Agent not a party to this Agreement. If the Trust fails to
appoint or maintain another entity as Registrar or Paying Agent, the Property
Trustee shall act as such, and as Paying Agent the Property Trustee shall have
the rights set forth in Section 3.8(i). The Trust or any of its Affiliates may
act as Registrar or Paying Agent. The Trust shall act as Registrar and Paying
Agent for the Common Securities.

     Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
prior written notice to the Property Trustee, the Administrative Trustees and
the Sponsor. In the event that the Property Trustee shall no longer be the
Paying Agent, the Trust shall appoint a successor Paying Agent (which shall be a
bank or trust company acceptable to the Sponsor) to act as Paying Agent.

     The Trust and the Administrative Trustees initially appoint the Property
Trustee as Registrar and Paying Agent for the Preferred Securities.

     SECTION 7.5      Paying Agent to Hold Money in Trust.

     The Trust shall require each Paying Agent other than the Property Trustee
to agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Property Trustee all money held by the Paying Agent for the
payment of liquidation amounts or Distributions on the Securities and will
notify the Property Trustee if there are insufficient funds for such purpose.
While any such insufficiency continues, the Property Trustee may require a
Paying Agent to pay all money held by it to the Property Trustee. The Trust at
any time may require a Paying Agent to pay all money held by it to the Property
Trustee and to account for any money disbursed by it. Upon payment over to the
Property Trustee, the Paying Agent (if other than the Trust or an Affiliate of
the Trust) shall have no further liability for the money. If the Trust or the
Sponsor or an Affiliate of the Trust or the Sponsor acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent.

     SECTION 7.6      Replacement Securities.

     If a Holder of a Security claims that a Security owned by it has been lost,
destroyed or wrongfully taken or if such Security is mutilated and is
surrendered to the Trust or, in the case of the Preferred Securities, to the
Property Trustee, an Administrative Trustee shall execute and the Property
Trustee shall authenticate and make available for delivery a replacement
Security if the Property Trustee's and the Trust's requirements, as the case may
be, are met. An indemnity bond must be provided by the Holder which, in the
judgment of the Property Trustee, is sufficient to protect the Trustees, the
Sponsor or any authenticating agent from any loss which any of them may suffer
if a Security is replaced. The Trust may charge such Holder for its expenses in
replacing a Security.

     Every replacement Security is an additional beneficial interest in the
Trust.

     SECTION 7.7      Outstanding Preferred Securities.

     The Preferred Securities outstanding at any time are all the Preferred
Securities authenticated by the Property Trustee except for those cancelled by
it, those delivered to it for cancellation, and those described in this Section
as not outstanding.

     If a Preferred Security is replaced, paid or purchased pursuant to Section
7.6 hereof, it ceases to be outstanding unless the Property Trustee receives
proof satisfactory to it that the replaced, paid or purchased Preferred Security
is held by a bona fide purchaser.

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<PAGE>

     If Preferred Securities are considered paid in accordance with the terms of
this Agreement, they cease to be outstanding and Distributions thereon shall
cease to accumulate.

     A Preferred Security does not cease to be outstanding because the Trust,
the Sponsor or an Affiliate of the Sponsor holds such Preferred Security.

     SECTION 7.8      Preferred Securities in Treasury.

     In determining whether the Holders of the required amount of Preferred
Securities have concurred in any direction, waiver or consent, Preferred
Securities owned by the Trust, the Sponsor or an Affiliate of the Sponsor, as
the case may be, shall be disregarded and deemed not to be outstanding, except
that for the purposes of determining whether the Property Trustee shall be fully
protected in relying on any such direction, waiver or consent, only Preferred
Securities which a Responsible Officer of the Property Trustee actually knows
are so owned shall be so disregarded.

     SECTION 7.9      Temporary Securities.

     Until Definitive Securities are ready for delivery, the Administrative
Trustees may prepare and, in the case of the Preferred Securities, the Property
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of Definitive Securities but may have variations that
the Trust considers appropriate for temporary Securities. Without unreasonable
delay, the Administrative Trustees shall prepare and, in the case of the
Preferred Securities, the Property Trustee shall authenticate Definitive
Securities in exchange for temporary Securities.

     SECTION 7.10     Cancellation.

     The Trust at any time may deliver Preferred Securities to the Property
Trustee for cancellation. The Registrar and Paying Agent shall forward to the
Property Trustee any Preferred Securities surrendered to them for registration
of transfer, redemption, exchange or payment. The Property Trustee shall
promptly cancel all Preferred Securities surrendered for registration of
transfer, redemption, exchange, payment, replacement or cancellation and shall
dispose of cancelled Preferred Securities in accordance with its procedures for
the disposition of cancelled Preferred Securities in effect as of the date of
such disposition, provided that the Property Trustee shall not be obligated to
destroy Preferred Securities, and the Property Trustee shall deliver a
certificate of disposition to the Sponsor. The Trust may not issue new Preferred
Securities to replace Preferred Securities that it has paid or redeemed or that
have been delivered to the Property Trustee for cancellation or that any Holder
has exchanged.

     SECTION 7.11     CUSIP Numbers.

     The Trust, in issuing the Preferred Securities, may use "CUSIP" numbers (if
then generally in use), and, if so, the Property Trustee shall use "CUSIP"
numbers in notices of redemption as a convenience to Holders of Preferred
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Preferred
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Preferred
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Sponsor will promptly notify the Property Trustee
of any change in the CUSIP numbers.

                                  ARTICLE VIII
                              DISSOLUTION OF TRUST

     SECTION 8.1      Dissolution of Trust.

         (a) The Trust shall automatically dissolve and be wound up upon the
first to occur of the following events:

             (i) the bankruptcy of the Sponsor;

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<PAGE>


              (ii)  (A) the filing of a certificate of dissolution or
     liquidation or its equivalent with respect to the Sponsor or (B) the
     revocation of the Sponsor's charter and the expiration of 90 days after the
     date of revocation without a reinstatement thereof;

              (iii) the distribution of a Like Amount of the Debentures to the
     Holders of the Securities, provided that the Property Trustee has received
     written notice from the Sponsor directing the Property Trustee to dissolve
     the Trust (which direction is optional and, except as otherwise expressly
     provided herein, within the discretion of the Sponsor), and provided,
     further, that such dissolution is conditioned on the receipt by the
     Administrative Trustees' receipt of an opinion of an independent tax
     counsel experienced in such matters (a "No Recognition Opinion") to the
     effect that the Holders of the Securities will not recognize any gain or
     loss for United States Federal income tax purposes as a result of the
     dissolution of the Trust and the distribution of the Debentures;

              (iv)  the entry of a decree of judicial dissolution of the Trust
     by a court of competent jurisdiction;

              (v)   the redemption of all of the Securities and the payment to
     the Holders of any and all amounts necessary therefor, all in accordance
     with the terms of the Securities; or

              (vi)  the dissolution of the Trust as provided in Section 3.14.

         (b)  As soon as is practicable upon completion of winding up of the
Trust following the occurrence of an event referred to in Section 8.1(a), an
Administrative Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware in accordance
with the Business Trust Act.

         (c)  The provisions of Section 3.9 and Article X shall survive the
termination of the Trust.

                                   ARTICLE IX
                              TRANSFER OF INTERESTS

     SECTION 9.1      Transfer of Securities.

         (a)  Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Agreement and in the
terms of the Securities. To the fullest extent permitted by law, any transfer or
purported transfer of any Security not made in accordance with this Agreement
shall be null and void.

         (b)  Subject to this Article IX, Preferred Securities shall be freely
transferable.

         (c)  To the fullest extent permitted by law, the Sponsor may not
transfer the Common Securities except for any transfer (whether voluntarily or
by operation of law) permitted under Article 5 of the Indenture.

         (d)  The Administrative Trustees shall provide for the registration of
Securities and of the transfer of Securities, which will be effected without
charge but only upon payment (with such indemnity as the Administrative Trustees
may require) in respect of any tax or other governmental charges that may be
imposed in relation to it. Upon surrender for registration of transfer of any
Securities, the Administrative Trustees shall cause one or more new Securities
to be issued in the name of the designated transferee or transferees. Every
Security surrendered for registration of transfer or exchange shall be
accompanied by a written instrument of transfer in form satisfactory to the
Administrative Trustees duly executed by the Holder or such Holder's attorney
duly authorized in writing. Each Security surrendered for registration of
transfer shall be canceled by the Administrative Trustees. A transferee of a
Security shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Agreement.

     SECTION 9.2      Transfer Procedures and Restrictions

         (a)  Transfer and Exchange of Definitive Preferred Securities. When
Definitive Preferred Securities are presented to the Registrar:


                                       29

<PAGE>

              (i)  to register the transfer of such Definitive Preferred
     Securities; or

              (ii) to exchange such Definitive Preferred Securities which became
     mutilated, destroyed, defaced, stolen or lost, for an equal liquidation
     amount of Definitive Preferred Securities, the Registrar shall register the
     transfer or make the exchange as requested if its reasonable requirements
     for such transaction are met; provided, however, that the Definitive
     Preferred Securities surrendered for transfer or exchange shall be duly
     endorsed or accompanied by a written instrument of transfer in form
     reasonably satisfactory to the Property Trustee and the Registrar, duly
     executed by the Holder thereof or his attorney duly authorized in writing.

         (b)  Transfer of a Definitive Preferred Security for a Beneficial

Interest in a Global Preferred Security. Upon receipt by the Property Trustee of
a Definitive Preferred Security, duly endorsed or accompanied by appropriate
instruments of transfer, in form satisfactory to the Property Trustee, together
with written instructions directing the Property Trustee to make, or to direct
the Clearing Agency to make, an adjustment on its books and records with respect
to the Global Preferred Security to reflect an increase in the Liquidation
Amount of the Preferred Securities represented by such Global Preferred
Security, then the Property Trustee shall cancel such Definitive Preferred
Security and cause, or direct the Clearing Agency to cause, the aggregate
Liquidation Amount of Preferred Securities represented by the appropriate Global
Preferred Security to be increased accordingly. If no Global Preferred
Securities are then outstanding, an Administrative Trustee shall execute on
behalf of the Trust and the Property Trustee shall authenticate, upon written
order of any Administrative Trustee, a Global Preferred Security representing an
appropriate Liquidation Amount of Preferred Securities.

         (c)  Transfer and Exchange of Global Preferred Securities. Subject to
Section 9.2(d), the transfer and exchange of Global Preferred Securities or
beneficial interests therein shall be effected through the Clearing Agency in
accordance with this Agreement and the procedures of the Clearing Agency
therefor.

         (d)  Transfer of a Beneficial Interest in a Global Preferred Security
for a Definitive Preferred Security.

              (i)  A Global Preferred Security deposited with the Clearing
Agency or with the Property Trustee as custodian for the Clearing Agency
pursuant to Section 7.3 shall be transferred to the beneficial owners thereof in
the form of Definitive Preferred Securities only if such transfer complies with
Section 9.2(c) and (1) the Clearing Agency notifies the Trust that it is
unwilling or unable to continue as Clearing Agency for such Global Preferred
Security or if at any time such Clearing Agency ceases to be a "clearing agency"
registered under the Exchange Act and, in each case, a clearing agency is not
appointed by the Sponsor within 90 days of receipt of such notice or of becoming
aware of such condition, (2) a Default or an Event of Default has occurred and
is continuing or (3) the Trust at its sole discretion elects to cause the
issuance of Definitive Preferred Securities.

              (ii) Any Global Preferred Security that is transferable to the
beneficial owners thereof in the form of Definitive Preferred Securities
pursuant to this Section 9.2(d) shall be surrendered by the Clearing Agency to
the Property Trustee located in Wilmington, Delaware, to be so transferred, in
whole or from time to time in part, without charge, and the Property Trustee
shall authenticate and make available for delivery, upon such transfer of each
portion of such Global Preferred Security, an equal aggregate Liquidation Amount
of Securities of authorized denominations in the form of Definitive Preferred
Securities. Any portion of a Global Preferred Security transferred pursuant to
this Section shall be registered in such names as the Clearing Agency shall
direct.

     In the event of the occurrence of any of the events specified in clause (i)
above, the Administrative Trustees will promptly make available to the Property
Trustee a reasonable supply of Definitive Preferred Securities in fully
registered form without Distribution coupons.

         (e)  Restrictions on Transfer and Exchange of Global Preferred
Securities. Notwithstanding any other provisions of this Agreement (other than
the provisions set forth in subsection (d) of this Section 9.2), a Global
Preferred Security may not be transferred as a whole except by the Clearing
Agency to a nominee of the Clearing Agency or another nominee of the Clearing
Agency or by the Clearing Agency or any such nominee to a successor Clearing
Agency or a nominee of such successor Clearing Agency.


                                       30

<PAGE>

         (f)  Cancellation or Adjustment of Global Preferred Security. At such
time as all beneficial interests in a Global Preferred Security have either been
exchanged for Definitive Preferred Securities to the extent permitted by this
Agreement or redeemed, repurchased or canceled in accordance with the terms of
this Agreement, such Global Preferred Security shall be returned to the Clearing
Agency for cancellation or retained and canceled by the Property Trustee. At any
time prior to such cancellation, if any beneficial interest in a Global
Preferred Security is exchanged for Definitive Preferred Securities, Preferred
Securities represented by such Global Preferred Security shall be reduced and an
adjustment shall be made on the books and records of the Property Trustee (if it
is then the custodian for such Global Preferred Security) with respect to such
Global Preferred Security, by the Property Trustee or the Securities Custodian,
to reflect such reduction.

         (g)  Obligations with Respect to Transfers and Exchanges of Preferred
Securities.

              (i)   To permit registrations of transfers and exchanges, an
Administrative Trustee shall execute and the Property Trustee shall authenticate
Definitive Preferred Securities and Global Preferred Securities at the
Registrar's request in accordance with the terms of this Agreement.

              (ii)  Registrations of transfers or exchanges will be effected
without charge, but only upon payment (with such indemnity as the Trust or the
Sponsor may require) in respect of any tax or other governmental charge that may
be imposed in relation to it.

              (iii) The Registrar shall not be required to register the transfer
of or exchange of: (a) Preferred Securities during a period beginning at the
opening of business 15 days before the day of mailing of a notice of redemption
or any notice of selection of Preferred Securities for redemption and ending at
the close of business on the day of such mailing; or (b) any Preferred Security
so selected for redemption in whole or in part, except the unredeemed portion of
any Preferred Security being redeemed in part.

              (iv)  All Preferred Securities issued upon any registration of
transfer or exchange pursuant to the terms of this Agreement shall evidence the
same security and shall be entitled to the same benefits under this Agreement as
the Preferred Securities surrendered upon such registration of transfer or
exchange.

         (h)  No Obligation of the Property Trustee.

              (i)   The Property Trustee shall have no responsibility or
obligation to any beneficial owner of a Global Preferred Security, a Participant
in the Clearing Agency or other Person with respect to the accuracy of the
records of the Clearing Agency or its nominee or of any Participant thereof,
with respect to any ownership interest in the Preferred Securities or with
respect to the delivery to any Participant, beneficial owner or other Person
(other than the Clearing Agency) of any notice (including any notice of
redemption) or the payment of any amount, under or with respect to such
Preferred Securities. All notices and communications to be given to the Holders
and all payments to be made to Holders under the Preferred Securities shall be
given or made only to or upon the order of the Holders (which shall be the
Clearing Agency or its nominee in the case of a Global Preferred Security). The
rights of beneficial owners in any Global Preferred Security shall be exercised
only through the Clearing Agency subject to the applicable rules and procedures
of the Clearing Agency. The Property Trustee may conclusively rely and shall be
fully protected in relying upon information furnished by the Clearing Agency or
any agent thereof with respect to its Participants and any beneficial owners.

              (ii)  The Property Trustee and Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Agreement or under applicable law with respect to
any transfer of any interest in any Preferred Security (including any transfers
between or among Clearing Agency Participants or beneficial owners in any Global
Preferred Security) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if
and when expressly required by, the terms of this Agreement, and to examine the
same to determine substantial compliance as to form with the express
requirements hereof.


                                       31

<PAGE>

     SECTION 9.3  Deemed Security Holders.

     The Trust, the Trustees, the Registrar and the Paying Agent may treat the
Person in whose name any Security shall be registered on the books and records
of the Trust as the sole owner and Holder of such Security for purposes of
receiving Distributions and for all other purposes whatsoever and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Security on the part of any Person other than such Holder, regardless of
any notice to the contrary.

     SECTION 9.4  Book Entry Interests.

     Global Preferred Securities shall initially be registered on the books and
records of the Trust in the name of Cede & Co., the nominee of the Clearing
Agency, and no Preferred Security Beneficial Owner will receive a definitive
Preferred Security Certificate representing such Preferred Security Beneficial
Owner's interests in such Global Preferred Securities, except as provided in
Section 9.2. Unless and until Definitive Preferred Securities have been issued
to the Preferred Security Beneficial Owners pursuant to Section 9.2:

         (a)  the provisions of this Section 9.4 shall be in full force and
     effect;

         (b)  the Trust and the Trustees shall be entitled to deal with the
     Clearing Agency for all purposes of this Agreement (including the payment
     of Distributions on the Global Preferred Securities and receiving
     approvals, votes or consents hereunder) as the Holder of the Preferred
     Securities and the sole holder of the Global Certificates and shall have no
     obligation to the Preferred Security Beneficial Owners;

         (c)  to the extent that the provisions of this Section 9.4 conflict
     with any other provisions of this Agreement, the provisions of this Section
     9.4 shall control; and

         (d)  the rights of the Preferred Security Beneficial Owners shall be
     exercised only through the Clearing Agency and shall be limited to those
     established by law and agreements between such Preferred Security
     Beneficial Owners and the Clearing Agency and/or the Participants,
     including receiving and transmitting payments of Distributions on the
     Global Certificates to such Participants. DTC will make book entry
     transfers among the Participants.

     SECTION 9.5  Notices to Clearing Agency.

     Whenever a notice or other communication to the Preferred Security Holders
is required to be given by a Trustee under this Agreement, such Trustee shall
give all such notices and communications specified herein to be given to the
Holders of Global Preferred Securities to the Clearing Agency and shall have no
notice obligations to the Preferred Security Beneficial Owners.

     SECTION 9.6  Appointment of Successor Clearing Agency.

     If any Clearing Agency elects to discontinue its services as securities
depositary with respect to the Preferred Securities, the Administrative Trustees
may, in their sole discretion, appoint a successor Clearing Agency with respect
to the Preferred Securities.

                                    ARTICLE X
      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

     SECTION 10.1  Liability.

         (a)  Except as expressly set forth in this Agreement, the Securities
Guarantees and the terms of the Securities, the Sponsor shall not be:

              (i) personally liable for the return of any portion of the capital
     contributions (or any return thereon) of the Holders of the Securities
     which shall be made solely from assets of the Trust; and

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<PAGE>

              (ii)  required to pay to the Trust or to any Holder of Securities
     (in its capacity as Holder) any deficit upon dissolution of the Trust or
     otherwise.

         (b)  The Sponsor shall be liable for all of the debts and obligations
of the Trust (other than with respect to the Securities) to the extent not
satisfied out of the Trust's assets.

         (c)  Pursuant to ss. 3803(a) of the Business Trust Act, the Holders of
the Preferred 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.

     SECTION 10.2   Exculpation.

         (a)  No Indemnified Person shall be liable, responsible or accountable
in damages or otherwise to the Trust or any Covered Person for any loss, damage
or claim incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith on behalf of the Trust and in a manner such
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Indemnified Person by this Agreement or by law, except that
this provision shall not be deemed to modify Section 3.9(b).

         (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

     SECTION 10.3   Fiduciary Duty.

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

         (b)  Unless otherwise expressly provided herein:

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

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

         (c)  Whenever in this Agreement an Indemnified Person is permitted or
required to make a decision:

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<PAGE>


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

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

     SECTION 10.4   Indemnification.

         (a)  (i)   The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Trust) by reason of the fact that he is or was a
Company Indemnified Person against expenses (including reasonable attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Company Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Trust, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

              (ii)  The Sponsor shall indemnify, to the full extent permitted by
law, any Company Indemnified Person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the Trust to procure a judgment in its favor by reason of the fact that
he is or was a Company Indemnified Person against expenses (including reasonable
attorneys' fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Company
Indemnified Person shall have been adjudged to be liable to the Trust unless and
only to the extent that the Court of Chancery of Delaware or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such Company Indemnified Person is fairly and reasonably entitled to indemnity
for such expenses which such Court of Chancery or such other court shall deem
proper.

              (iii) To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

              (iv)  Any indemnification under paragraphs (i) and (ii) of this
Section 10.4(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made (1) by the Administrative Trustees by a majority
vote of a Quorum consisting of such Administrative Trustees who were not parties
to such action, suit or proceeding, (2) if such a Quorum is not obtainable, or,
even if obtainable, if a Quorum of disinterested Administrative Trustees so
directs, by independent legal counsel in a written opinion, or (3) by the Common
Security Holder of the Trust.

              (v)   Expenses (including reasonable attorneys' fees and expenses)
incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a) shall be paid by the Sponsor in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Company Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Sponsor as authorized in this

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<PAGE>

Section 10.4(a). Notwithstanding the foregoing, no advance shall be made by the
Sponsor if a determination is reasonably and promptly made (1) by the
Administrative Trustees by a majority vote of a Quorum of disinterested
Administrative Trustees, (2) if such a Quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion or (3) by the Common Security
Holder of the Trust, that, based upon the facts known to the Administrative
Trustees, counsel or the Common Security Holder at the time such determination
is made, such Company Indemnified Person acted in bad faith or in a manner that
such Person did not believe to be in or not opposed to the best interests of the
Trust, or, with respect to any criminal proceeding, that such Company
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful. In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or its Common or Preferred Security Holders.

          (vi)   The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Preferred Security
Holders of the Trust or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a
contract between the Sponsor and each Company Indemnified Person who serves in
such capacity at any time while this Section 10.4(a) is in effect. Any repeal or
modification of this Section 10.4(a) shall not affect any rights or obligations
then existing.

          (vii)  The Sponsor or the Trust may purchase and maintain insurance on
behalf of any Person who is or was a Company Indemnified Person against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Sponsor would have the
power to indemnify him against such liability under the provisions of this
Section 10.4(a).

          (viii) For purposes of this Section 10.4(a), references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
10.4(a) with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.

          (ix)   The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when
authorized or ratified, continue as to a Person who has ceased to be a Company
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (b)  To the fullest extent permitted by law, the Sponsor agrees to
indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv) being referred to as a
"Fiduciary Indemnified Person") for, and to hold each Fiduciary Indemnified
Person harmless against, any and all loss, liability, damage, claim or expense
including taxes (other than taxes based on the income of such Fiduciary
Indemnified Person) incurred without gross negligence (or, in the case of the
Property Trustee, negligence), willful misconduct or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or investigating
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. With respect to the Property Trustee, this
provision shall not be deemed to modify Section 3.9(b) or the Trust Indenture
Act. The obligation to indemnify as set forth in this Section 10.4(b) shall
survive the resignation or removal of the Property Trustee or the Delaware
Trustee and the satisfaction and discharge of this Agreement.

     SECTION 10.5   Outside Businesses.

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<PAGE>

     Any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee (subject to Section 5.3(c)) may engage in or possess an interest in
other business ventures of any nature or description, independently or with
others, similar or dissimilar to the business of the Trust, and the Trust and
the Holders of Securities shall have no rights by virtue of this Agreement in
and to such independent ventures or the income or profits derived therefrom, and
the pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor,
the Delaware Trustee, or the Property Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such opportunity
is of a character that, if presented to the Trust, could be taken by the Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Property
Trustee shall have the right to take for its own account (individually or as a
partner or fiduciary) or to recommend to others any such particular investment
or other opportunity. Any Covered Person, the Delaware Trustee and the Property
Trustee may engage or be interested in any financial or other transaction with
the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,
trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Sponsor or its Affiliates.

                                   ARTICLE XI
                                   ACCOUNTING

     SECTION 11.1   Fiscal Year.

     The fiscal year ("Fiscal Year") of the Trust shall be the calendar year, or
such other year as is required by the Code.

     SECTION 11.2   Certain Accounting Matters.

     (a) At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept, full books of account, records and
supporting documents, which shall reflect in reasonable detail, each transaction
of the Trust. The books of account shall be maintained on the accrual method of
accounting, in accordance with generally accepted accounting principles,
consistently applied. The Trust shall use the accrual method of accounting for
United States Federal income tax purposes. The books of account and the records
of the Trust shall be examined by and reported upon as of the end of each Fiscal
Year of the Trust by a firm of independent certified public accountants selected
by the Administrative Trustees.

     (b) The Administrative Trustees shall cause to be prepared and delivered to
each of the Holders of Securities, within 90 days after the end of each Fiscal
Year of the Trust, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss.

     (c) The Administrative Trustees shall cause to be duly prepared and
delivered to each of the Holders of Securities, any annual United States Federal
income tax information statement, required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. Notwithstanding any right under the Code
to deliver any such statement at a later date, the Administrative Trustees shall
endeavor to deliver all such information statements within 30 days after the end
of each Fiscal Year of the Trust.

     (d) The Administrative Trustees shall cause to be duly prepared and filed
with the appropriate taxing authority, an annual United States Federal income
tax return, on a Form 1041 or such other form required by United States Federal
income tax law, and any other annual income tax returns required to be filed by
the Administrative Trustees on behalf of the Trust with any state or local
taxing authority.

     SECTION 11.3   Banking.

     The Trust shall maintain one or more bank accounts in the name and for the
sole benefit of the Trust; provided, however, that all payments of funds in
respect of the Debentures held by the Property Trustee shall be made directly to
the Property Trustee Account and no other funds of the Trust shall be deposited
in the Property Trustee Account. The sole signatories for such accounts shall be
designated by the Administrative Trustees; provided, however, that the Property
Trustee shall designate the signatories for the Property Trustee Account.

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<PAGE>

     SECTION 11.4     Withholding.

     The Trust and the Administrative Trustees shall comply with all withholding
requirements under United States Federal, state and local law. The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to each
Holder, and any representations and forms as shall reasonably be requested by
the Administrative Trustees to assist them in determining the extent of, and in
fulfilling, the Trust's withholding obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to Distributions or allocations to any Holder, the amount withheld
shall be deemed to be a Distribution in the amount of the withholding to the
Holder. In the event of any claim of excess withholding, Holders shall be
limited to an action against the applicable jurisdiction. If the amount required
to be withheld was not withheld from actual Distributions made, the Trust may
reduce subsequent Distributions by the amount of such withholding.

                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

     SECTION 12.1   Amendments.

         (a)  Except as otherwise provided in this Agreement or by any
applicable terms of the Securities (including as set forth in Section 7 of Annex
I hereto), this Agreement may only be amended by a written instrument approved
and executed by:

              (i)   the Sponsor and the Administrative Trustees (or, if there
     are more than two Administrative Trustees, a majority of the Administrative
     Trustees);

              (ii)  if the amendment affects the rights, powers, duties,
     obligations or immunities of the Property Trustee, the Property Trustee;
     and

              (iii) if the amendment affects the rights, powers, duties,
     obligations or immunities of the Delaware Trustee, the Delaware Trustee.

         (b)  No amendment shall be made, and any such purported amendment shall
     be void and ineffective:

              (i)   unless, in the case of any proposed amendment, the Property
     Trustee shall have first received an Officers' Certificate from each of the
     Trust and the Sponsor that such amendment is permitted by, and conforms to,
     the terms of this Agreement (including the terms of the Securities);

              (ii)  unless, in the case of any proposed amendment which affects
     the rights, powers, duties, obligations or immunities of the Property
     Trustee, the Property Trustee shall have first received:

                    (A) an Officers' Certificate from each of the Trust and the
         Sponsor that such amendment is permitted by, and conforms to, the terms
         of this Agreement (including the terms of the Securities); and

                    (B) an Opinion of Counsel that such amendment is permitted
         by, and conforms to, the terms of this Agreement (including the terms
         the Securities) and that all conditions precedent to the execution and
         of delivery of such amendment have been satisfied; and

              (iii) to the extent the result of such amendment would:

                    (A) cause the Trust to fail to be classified for purposes of
         United States Federal income taxation as a grantor trust;


                                      -37-

<PAGE>

                  (B) reduce or otherwise adversely affect the powers of the
         Property Trustee in contravention of the Trust Indenture Act; or

                  (C) cause the Trust to be deemed to be an Investment Company
         required to be registered under the Investment Company Act.

     (c) At such time after the Trust has issued any Securities that remain
outstanding, any amendment that would adversely affect the rights, privileges or
preferences of any Holder of the Securities may be effected only with such
additional requirements as may be set forth in the terms of such Securities;
provided, however, that, without the consent of each Holder of the Securities,
this Agreement may not be amended to (i) change the Distribution rate (or manner
of calculation of the Distribution rate), amount, timing or currency or
otherwise adversely affect the method of any required payment, (ii) change the
purposes of the Trust, (iii) authorize the issuance of any additional beneficial
interests in the Trust, (iv) change the redemption provisions, (v) change the
conditions precedent for the Sponsor to elect to dissolve the Trust and
distribute the Debentures to the Holders of the Securities, (vi) change the
Liquidation Distribution or other provisions relating to the distribution of
amounts payable upon the dissolution and liquidation of the Trust, (vii) affect
the limited liability of any Holder of the Securities or (viii) restrict the
right of a Holder of the Securities to institute suit for the enforcement of any
required payment on or after the due date therefor (or in the case of
redemption, on the Redemption Date).

     (d) Section 9.1(c) and this Section 12.1 shall not be amended without the
consent of all of the Holders of the Securities.

     (e) Article IV shall not be amended without the consent of the Holders of a
Majority in Liquidation Amount of the Common Securities.

     (f) The rights of the Holders of the Common Securities under Article V to
increase or decrease the number of, and to appoint and remove, Trustees shall
not be amended without the consent of the Holders of a Majority in Liquidation
Amount of the Common Securities.

     (g) Notwithstanding Section 12.1(c), this Agreement may be amended by the
Sponsor and the Trustees without the consent of the Holders of the Securities
to:

         (i)  cure any ambiguity, correct or supplement any provision in
     this Agreement that may be inconsistent with any other provision of this
     Agreement or make any other provisions with respect to matters or questions
     arising under this Agreement not inconsistent with any other provisions of
     this Agreement;

         (ii) modify, eliminate or add to any provisions of this Agreement
     to such extent as shall be necessary to ensure that the Trust will be
     classified for United States Federal income tax purposes as a grantor trust
     at all times that any Securities are outstanding or to ensure that the
     Trust will not be required to register as an Investment Company under the
     Investment Company Act;

provided, however, that, in each case, such action shall not adversely affect in
any material respect the interests of the Holders of the Securities, and any
such amendments of this Agreement shall become effective when notice thereof is
given to the Holders of the Securities.

     SECTION 12.2 Meetings of the Holders of Securities; Action by Written
Consent.

     (a) Meetings of the Holders of any class of Securities may be called at any
time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Agreement, the terms of
the Securities or the rules of any stock exchange or quotation system or market
on which the Preferred Securities are listed or admitted for trading. The
Administrative Trustees shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in Liquidation Amount of the
Securities of such class. Such direction shall be given by delivering to the
Administrative Trustees one or more notices in a writing stating that the
signing Holders of Securities wish to call a

                                      -38-

<PAGE>

meeting and indicating the general or specific purpose for which the meeting is
to be called. Any Holders of Securities calling a meeting shall specify in
writing the security certificates held by the Holders of Securities exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.

     (b) Whenever a vote, consent or approval of the Holders of Securities is
permitted or required under this Agreement or the rules of any stock exchange or
quotation system or market on which the Preferred Securities are listed or
admitted for trading, such vote, consent or approval may be given at a meeting
of the Holders of Securities. Any action that may be taken at a meeting of the
Holders of Securities may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by the Holders of Securities owning
not less than the minimum amount of Securities in Liquidation Amount that would
be necessary to authorize or take such action at a meeting at which all Holders
of Securities having a right to vote thereon were present and voting. Prompt
notice of the taking of action without a meeting shall be given to the Holders
of Securities entitled to vote who have not consented in writing.

     (c) Except to the extent otherwise provided in the terms of the Securities,
the following provisions shall apply to meetings of Holders of Securities:

              (i)   notice of any such meeting shall be given to all the Holders
     of Securities having a right to vote thereat at least seven days and not
     more than 60 days before the date of such meeting. The Administrative
     Trustees may specify that any written ballot submitted to the Security
     Holders for the purpose of taking any action without a meeting shall be
     returned to the Trust within the time specified by the Administrative
     Trustees;

              (ii)  each Holder of a Security may authorize any Person to act
     for it by proxy on all matters in which a Holder of Securities is entitled
     to participate, including waiving notice of any meeting, or voting or
     participating at a meeting. No proxy shall be valid after the expiration of
     eleven months from the date thereof unless otherwise provided in the proxy.
     Every proxy shall be revocable at the pleasure of the Holder of Securities
     executing it. Except as otherwise provided herein, all matters relating to
     the giving, voting or validity of proxies shall be governed by the General
     Corporation Law of the State of Delaware relating to proxies, and judicial
     interpretations thereunder, as if the Trust were a Delaware corporation and
     the Holders of the Securities were stockholders of a Delaware corporation;

              (iii) each meeting of the Holders of the Securities shall be
     conducted by the Administrative Trustees or by such other Person that the
     Administrative Trustees may designate; and

              (iv)  unless the Business Trust Act, this Agreement, the terms of
     the Securities, the Trust Indenture Act or the listing rules of any stock
     exchange or quotation system or market on which the Preferred Securities
     are then listed or trading, otherwise provides, the Administrative
     Trustees, in their sole discretion, shall establish all other provisions
     relating to meetings of Holders of Securities, including notice of the
     time, place or purpose of any meeting at which any matter is to be voted on
     by any Holders of Securities, waiver of any such notice, action by consent
     without a meeting, the establishment of a record date, quorum requirements,
     voting in person or by proxy or any other matter with respect to the
     exercise of any such right to vote.

                                  ARTICLE XIII
            REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

     SECTION 13.1     Representations and Warranties of Property Trustee.

     The Trustee that acts as initial Property Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Agreement, and each
Successor Property Trustee represents and warrants, as applicable, to the Trust
and the Sponsor at the time of the Successor Property Trustee's acceptance of
its appointment as Property Trustee that:

         (a) the Property Trustee is a banking corporation, a national banking
     association or a bank or trust company, duly organized, validly existing
     and in good standing under the laws of the United States or a State of the
     United

                                      -39-

<PAGE>

     States, as the case may be, with corporate power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this AgreemFent;

         (b) the execution, delivery and performance by the Property Trustee of
     the Agreement have been duly authorized by all necessary corporate action
     on the part of the Property Trustee. The Agreement has been duly executed
     and delivered by the Property Trustee under applicable law and constitutes
     a legal, valid and binding obligation of the Property Trustee, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency, and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

         (c) the execution, delivery and performance of this Agreement by the
     Property Trustee do not conflict with or constitute a breach of the charter
     or by-laws of the Property Trustee; and

         (d) consent, approval or authorization of, or registration with or
     notice to, any federal or state banking authority is required for the
     execution, delivery or performance by the Property Trustee of this
     Agreement, which consent, approval, authorization or registration has not
     been obtained.

     SECTION 13.2   Representations and Warranties of Delaware Trustee.

     The Trustee that acts as initial Delaware Trustee represents and warrants
to the Trust and to the Sponsor at the date of this Agreement, and each
Successor Delaware Trustee represents and warrants to the Trust and the Sponsor
at the time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

         (a) the Delaware Trustee is a banking corporation, a national banking
     association or a bank or trust company, duly organized, validly existing
     and in good standing under the laws of the United States or the State of
     Delaware, as the case may be, with corporate power and authority to execute
     and deliver, and to carry out and perform its obligations under the terms
     of, this Agreement;

         (b) the execution, delivery and performance by the Delaware Trustee of
     this Agreement have been duly authorized by all necessary corporate action
     on the part of the Delaware Trustee. This Agreement has been duly executed
     and delivered by the Delaware Trustee under Delaware law and constitutes a
     legal, valid and binding obligation of the Delaware Trustee, enforceable
     against it in accordance with its terms, subject to applicable bankruptcy,
     reorganization, moratorium, insolvency, and other similar laws affecting
     creditors' rights generally and to general principles of equity and the
     discretion of the court (regardless of whether the enforcement of such
     remedies is considered in a proceeding in equity or at law);

         (c) the execution, delivery and performance of this Agreement by the
     Delaware Trustee do not conflict with or constitute a breach of the charter
     or by-laws of the Delaware Trustee;

         (d) no consent, approval or authorization of, or registration with or
     notice to, any Federal or Delaware banking authority governing the trust
     powers of the Delaware Trustee is required for the execution, delivery or
     performance by the Delaware Trustee of this Agreement; and

         (e) the Delaware Trustee is a natural person who is a resident of the
     State of Delaware or, if not a natural person, an entity which has its
     principal place of business in the State of Delaware, and is a Person that
     satisfies for the Trust Section 3807(a) of the Business Trust Act.

                                      -40-

<PAGE>

                                   ARTICLE XIV
                                  MISCELLANEOUS

     SECTION 14.1     Notices.

     All notices provided for in this Agreement shall be in writing, duly signed
by the party giving such notice, and shall be delivered, telecopied (with the
original to follow by first class mail) or mailed by first class mail, as
follows:

         (a) if given to the Trust, in care of the Administrative Trustees at
the Trust's mailing address set forth below (or such other address as the Trust
may give notice of to the Holders of the Securities):

                  Radio One Trust [___]
                  c/o Radio One, Inc.
                  5900 Princess Garden Parkway, 7th Floor
                  Lanham, MD  20706
                  Attention: Linda J. Eckard Vilardo, Esq.
                  Telephone: (301) 429-2646
                  Telecopier: (301) 306-9638

              with a copy to:

                  Kirkland & Ellis
                  655 Fifteenth Street, N.W., Suite 1200
                  Washington, DC 20005-5793
                  Attention: Terrance L. Bessey, Esq.
                  Telephone: (202) 879-5943
                  Telecopier: (202) 879-5200

         (b) if given to the Delaware Trustee, at the mailing address set forth
below (or such other address as Delaware Trustee may give notice of to the
Holders of the Securities):

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention: Corporate Trust Administration
                  Telephone: (302) 636-6000
                  Telecopier: (302) 636-4148

         (c) if given to the Property Trustee, at the Property Trustee's mailing
address set forth below (or such other address as the Property Trustee may give
notice of to the Holders of the Securities):

                  Wilmington Trust Company
                  Rodney Square North, 1100 North Market Street
                  Wilmington, DE 19890-0001
                  Attention: Corporate Trust Administration
                  Telephone: (302) 636-6000
                  Telecopier: (302) 636-4148

         (d) if given to the Holder of the Common Securities, at the mailing
address of the Sponsor set forth below (or such other address as the Holder of
the Common Securities may give notice to the Trust):


                                      -41-

<PAGE>

                  Radio One, Inc.
                  5900 Princess Garden Parkway, 7th Floor
                  Lanham, MD 20706
                  Attention: Linda J. Eckard Vilardo, Esq.
                  Telephone: (301) 429-2646
                  Telecopier: (301) 306-9638

         (e)  if given to any other Holder, at the address set forth on the
books and records of the Trust.

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

     SECTION 14.2     Governing Law.

     This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of Delaware and all
rights and remedies shall be governed by such laws without regard to principles
of conflict of laws.

     SECTION 14.3     Intention of the Parties.

     It is the intention of the parties hereto that the Trust be classified for
United States Federal income tax purposes as a grantor trust. The provisions of
this Agreement shall be interpreted to further this intention of the parties.

     SECTION 14.4     Headings.

     The Table of Contents, Cross-Reference Table and Headings contained in this
Agreement are inserted for convenience of reference only and do not affect the
interpretation of this Agreement or any provision hereof.

     SECTION 14.5     Successors and Assigns.

     Whenever in this Agreement any of the parties hereto is named or referred
to, the successors and assigns of such party shall be deemed to be included, and
all covenants and agreements in this Agreement by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed.

     SECTION 14.6     Partial Enforceability.

     If any provision of this Agreement, or the application of such provision to
any Person or circumstance, shall be held invalid, the remainder of this
Agreement, or the application of such provision to Persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

     SECTION 14.7     Counterparts.

     This Agreement may contain more than one counterpart of the signature page
and this Agreement may be executed by the affixing of the signature of each of
the Trustees to one of such counterpart signature pages. All of such counterpart
signature pages shall be read as though one, and they shall have the same force
and effect as though all of the signers had signed a single signature page.

                                       42

<PAGE>

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

                Alfred C. Liggins, III, as Administrative Trustee of the Trust




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

                Scott R. Royster, as Administrative Trustee of the Trust




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

                Linda J. Eckard Vilardo, as Administrative Trustee of the Trust




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

                WILMINGTON TRUST COMPANY,
                     as Delaware Trustee of the Trust

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

                WILMINGTON TRUST COMPANY,
                     as Property Trustee of the Trust

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

                RADIO ONE, INC., as Sponsor of the Trust



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

                                       43

<PAGE>

                                     ANNEX I

                                    TERMS OF

                          ______% PREFERRED SECURITIES

                           ________% COMMON SECURITIES

     Pursuant to Section 7.1 of the Amended and Restated Trust Agreement of the
Trust, dated as of __________ ___, _____ (as amended from time to time, the
"Agreement"), the designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Preferred Securities and the Common Securities
(collectively, the "Securities") are set forth below (each capitalized term used
but not defined herein has the meaning set forth in the Agreement or, if not
defined in such Agreement, as defined in the Indenture):

     1.  Designation and Number.

         (a) Preferred Securities. Up to ___________ Preferred Securities of the
Trust, with an aggregate liquidation amount with respect to the assets of the
Trust of ________________________ dollars ($_____________________), and with a
Liquidation Amount with respect to the assets of the Trust of $ per security,
are hereby designated for the purposes of identification only as "_____%
Preferred Securities" (the "Preferred Securities"). The certificates evidencing
the Preferred Securities shall be substantially in the form of Exhibit A-1 to
the Agreement, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice or to conform to the rules
of any stock exchange or quotation system on which the Preferred Securities are
listed or quoted.

         (b) Common Securities. Up to ____________ Common Securities of the
Trust with an aggregate Liquidation Amount with respect to the assets of the
Trust of ________________________________dollars ($________________), and with a
Liquidation Amount with respect to the assets of the Trust of $ __ per security,
are hereby designated for the purposes of identification only as "_____% Common
Securities" (the "Common Securities"). The certificates evidencing the Common
Securities shall be substantially in the form of Exhibit A-2 to the Agreement,
with such changes and additions thereto or deletions therefrom as may be
required by ordinary usage, custom or practice.

     2.  Distributions.

         (a) Distributions on each Security will be payable at a rate per annum
of ____ % (the "Distribution Rate") of the liquidation amount of $ per Security
(the "Liquidation Amount"), such rate being the rate of interest payable on the
Debentures to be held by the Property Trustee. Distributions in arrears for more
than one quarterly period will bear additional distributions thereon compounded
quarterly at the applicable periodic Distribution Rate (to the extent permitted
by applicable law). The term "Distributions", as used herein, includes any such
additional distributions unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor. [If the Securities are to be Payment-in-Kind Securities,
insert the text of the PIK provision.]

         (b) Distributions on the Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from and including __________ ___, _____, to but
excluding the related Distribution Date or Redemption Date (each defined below)
and will be payable quarterly in arrears on __________, ____________,
_____________ and ____________of each year, commencing __________ ___, _____
(each, a "Distribution Date"), except as otherwise described below. The amount
of Distributions payable for any Distribution Period will be computed on the
basis of a 360-day year consisting of twelve 30-day months. The distributions
payable for any partial period will be computed on the basis of the actual
number of days elapsed in such period. "Distribution Period" means the period
from and including the immediately preceding Distribution Date (or __________
___, _____ in the case of the first Distribution Period) to but excluding the
applicable Distribution Date or Redemption Date. If a Distribution Date is not a
Business Day, then such Distribution will be made on the next succeeding
Business Day. However, if the next succeeding Business Day is in the next
succeeding calendar year, such distribution will be made on the immediately
preceding Business Day.

                                    Annex I-1

<PAGE>

     As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest on the Debentures by extending the interest payment period
at any time and from time to time for a period not exceeding 20 consecutive
quarterly periods (each quarterly period as to which quarterly interest payments
have been deferred is referred to herein as an "Extension Period"), provided
that an Extension Period must end on an Interest Payment Date for the Debentures
and may not extend beyond the Stated Maturity Date or date of earlier redemption
for the Debentures. As a consequence of such deferral, Distributions on the
Securities will also be deferred during an Extension Period. Despite such
deferral, quarterly Distributions will continue to accumulate with additional
interest thereon (to the extent permitted by applicable law but not at a rate
greater than the rate at which interest is then accruing on the Debentures) at
the Distribution Rate then in effect, compounded quarterly during any Extension
Period. Prior to the termination of an Extension Period, the Debenture Issuer
may further defer payments of interest by further extending such Extension
Period; provided that an Extension Period, together with all such previous and
further extensions, may not exceed 20 consecutive quarterly periods, must end on
an Interest Payment Date for the Debentures and may not extend beyond the Stated
Maturity Date or date of earlier redemption for the Debentures. At the end of an
Extension Period, all accumulated and unpaid Distributions (but only to the
extent payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds legally available
therefor) will be payable to the Holders as they appear on the books and records
of the Trust on the record date immediately preceding the end of the Extension
Period. Upon the termination of any Extension Period (or any extension thereof)
and the payment of all amounts then due, the Debenture Issuer may commence a new
Extension Period, subject to the foregoing requirements.

         (c) Distributions on a Distribution Date will be payable to the Holders
thereof as they appear on the books and records of the Trust on the day
immediately preceding such Distribution Date. If the Preferred Securities are
ever issued in the form of Definitive Preferred Securities, the record date for
the payment of Distributions shall be the 15th day of the calendar month in
which the Distribution Date occurs, even if that day is not a Business Day. The
relevant record dates for the Common Securities shall be the same as the record
dates for the Preferred Securities. Distributions payable on any Securities that
are not punctually paid or duly provided for on any Distribution Date, as a
result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted Distributions will instead be payable to the Person in whose
name such Securities are registered on the Special Record Date or other
specified date determined in accordance with the Indenture.

         (d) In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed on a Pro Rata (as defined herein) basis among the Holders of the
Securities.

     3.  Liquidation Distribution Upon Dissolution.

     In the event of any dissolution of the Trust, the Trust shall be liquidated
by the Administrative Trustees as expeditiously as the Administrative Trustees
determine to be possible by distributing, after satisfaction (or reasonable
provision for satisfaction) of liabilities to creditors of the Trust as provided
by applicable law, to the Holders of the Securities a Like Amount (as defined
below) of the Debentures, unless such distribution is determined by the Property
Trustee not to be practicable, in which event such Holders will be entitled to
receive out of the assets of the Trust legally available for distribution to
Holders, after satisfaction (or reasonable provision for satisfaction) of
liabilities to creditors of the Trust as provided by applicable law, an amount
equal to the aggregate of the Liquidation Amount of $  per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
is referred to herein as the "Liquidation Distribution").

     "Like Amount" means (i) with respect to a redemption of the Securities,
Securities having a Liquidation Amount equal to the principal amount of
Debentures to be paid in accordance with their terms and (ii) with respect to a
distribution of Debentures upon the dissolution of the Trust, Debentures having
a principal amount equal to the Liquidation Amount of the Securities of the
Holder to whom such Debentures are distributed.

     If, upon any such liquidation, the Liquidation Distribution can be paid
only in part because the Trust has insufficient assets legally available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis.

                                    Annex I-2

<PAGE>

     4.  Redemption and Distribution.

         (a) Upon the repayment of the Debentures in whole or in part, at stated
maturity or date of earlier redemption (either at the option of the Debenture
Issuer or pursuant to a Special Event, as described below), the proceeds from
such repayment shall be simultaneously applied by the Property Trustee to redeem
a Like Amount of the Securities at a redemption price equal to (i) in the case
of the repayment of the Debentures at stated maturity, the Maturity Redemption
Price (as defined below), (ii) in the case of the optional redemption of the
Debentures upon the occurrence, prior to ______________, and continuation of a
Special Event, the Special Event Redemption Price (as defined below) and (iii)
in the case of the optional redemption of the Debentures other than as a result
of the occurrence and continuance of a Special Event, the Optional Redemption
Price (as defined below). The Maturity Redemption Price, the Special Event
Redemption Price and the Optional Redemption Price are referred to collectively
as the "Redemption Price" and the date fixed for redemption of the Securities is
referred to herein as the "Redemption Date". Holders will be given not less than
30 nor more than 60 days' prior written notice of such redemption. Any
redemption of Securities shall be made, and the applicable Redemption Price
shall be payable, on the Redemption Date, and only to the extent that the Trust
has funds legally available for the payment thereof.

         (b) (i) The "Maturity Redemption Price" shall mean a price equal to
100% of the Liquidation Amount of the Securities to be redeemed plus accumulated
and unpaid Distributions thereon, if any, to the date of redemption.

             (ii)In the case of an optional redemption other than as a result of
the occurrence and continuance of a Special Event, if fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Preferred Securities will be redeemed on a Pro Rata basis and the Preferred
Securities to be redeemed will be determined as described in Section 4(f)(ii)
below. Upon the entry of an order for the dissolution of the Trust by a court of
competent jurisdiction, the Debentures thereafter will be subject to optional
repayment, in whole, but not in part, on or after ____________________.

     The Debenture Issuer shall have the right (subject to the conditions in the
Indenture) to redeem the Debentures in whole or in part at any time on or after
____________________, and, simultaneous with such redemption, to cause a Like
Amount of the Securities to be redeemed by the Trust at the Optional Redemption
Price on a Pro Rata basis. "Optional Redemption Price" shall mean a price equal
to 100% of the Liquidation Amount of Securities to be redeemed plus accumulated
and unpaid Distributions thereon, if any, to the date of redemption.

         (c) If at any time a Special Event occurs prior to _______________ and
is continuing, the Debenture Issuer shall have the right (subject to the
conditions set forth in the Indenture) to redeem the Debentures in whole, but
not in part, within the 90 days following the occurrence of such Special Event
(the "90 Day Period"), and, simultaneous with such redemption, to cause a Like
Amount of the Securities to be redeemed by the Trust at the Special Event
Redemption Price on a Pro Rata basis.

     "Special Event Redemption Price" shall mean a price equal to 100% of the
Liquidation Amount of Securities to be redeemed plus accumulated and unpaid
Distributions thereon, if any, to the date of such redemption.

         (d) On and from the date fixed by the Administrative Trustees for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding; (ii) the Clearing Agency or its nominee
(or any successor Clearing Agency or its nominee), as the Holder of the
Preferred Securities, will receive a registered global certificate or
certificates representing the Debentures to be delivered upon such distribution;
and (iii) any certificates representing Securities not held by the Clearing
Agency or its nominee (or any successor Clearing Agency or its nominee) will be
deemed to represent beneficial interests in Debentures until such certificates
are presented to the Debenture Issuer or its agent for transfer or reissue.

         (e) The Trust may not redeem fewer than all the outstanding Securities
unless all accumulated and unpaid Distributions have been paid on all Securities
for all Distribution periods terminating on or before the Redemption Date.

         (f)  The procedure with respect to redemptions or distributions of
Debentures shall be as follows:

                                    Annex I-3

<PAGE>

              (i)   Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by an Administrative Trustee on behalf of the Trust
     by mail to each Holder of Securities to be redeemed or exchanged not fewer
     than 30 nor more than 60 days before the date fixed for redemption or
     exchange thereof which, in the case of a redemption, will be the date fixed
     for redemption of the Debentures. For purposes of the calculation of the
     date of redemption or exchange and the dates on which notices are given
     pursuant to this Section 4(f)(i), a Redemption/Distribution Notice shall be
     deemed to be given on the day such notice is first mailed by first-class
     mail, postage prepaid, to Holders of Securities. Each
     Redemption/Distribution Notice shall be addressed to the Holders of
     Securities at the address of each such Holder appearing in the books and
     records of the Trust. No defect in the Redemption/Distribution Notice or in
     the mailing of either thereof with respect toany Holder shall affect the
     validity of the redemption or exchange proceedings with respect to any
     other Holder.

              (ii)  In the event that fewer than all the outstanding Securities
     are to be redeemed, the Securities to be redeemed shall be redeemed on a
     Pro Rata basis from each Holder of Preferred Securities, it being
     understood that, in respect of Preferred Securities registered in the name
     of and held of record by the Clearing Agency or its nominee (or any
     successor Clearing Agency or its nominee) or any nominee, the distribution
     of the proceeds of such redemption will be made to the Clearing Agency and
     disbursed by such Clearing Agency in accordance with the procedures applied
     by such agency or nominee.

              (iii) If Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice (which notice will be irrevocable), then (A)
     with respect to Global Preferred Securities representing Preferred
     Securities issued in book-entry form, by 12:00 noon, New York City time, on
     the Redemption Date, provided that the Debenture Issuer has paid the
     Property Trustee a sufficient amount of cash in connection with the related
     redemption or maturity of the Debentures by 10:00 a.m., New York City time,
     on the stated maturity date or the date of earlier redemption, as the case
     requires, the Property Trustee will deposit irrevocably with the Clearing
     Agency or its nominee (or successor Clearing Agency or its nominee) funds
     sufficient to pay the applicable Redemption Price with respect to such
     Preferred Securities and will give the Clearing Agency irrevocable
     instructions and authority to pay the Redemption Price to the relevant
     Participants, and (B) with respect to Definitive Preferred Securities and
     Common Securities, provided that the Debenture Issuer has paid the Property
     Trustee a sufficient amount of cash in connection with the related
     redemption or maturity of the Debentures, the Property Trustee will pay the
     relevant Redemption Price to the Holders of such Securities by check mailed
     to the address of such Holder appearing on the books and records of the
     Trust on the redemption date. If a Redemption/Distribution Notice shall
     have been given and funds deposited as required, then immediately prior to
     the close of business on the date of such deposit, or on the Redemption
     Date, as applicable, Distributions will cease to accumulate on the
     Securities so called for redemption and all rights of Holders of such
     Securities so called for redemption will cease, except the right of the
     Holders of such Securities to receive the Redemption Price, but without
     interest on such Redemption Price, and such Securities shall cease to be
     outstanding.

              (iv)  Payment of accumulated and unpaid Distributions on the
     Redemption Date will be subject to the rights of Holders of Securities on
     the close of business on a record date in respect of a Distribution Date
     occurring on or prior to such Redemption Date.

              (v)   Neither the Administrative Trustees nor the Trust shall be
     required to register or cause to be registered the transfer of (i) any
     Securities beginning on the opening of business 15 days before the day of
     mailing of a notice of redemption or any notice of selection of Securities
     for redemption or (ii) any Securities selected for redemption except the
     unredeemed portion of any Security being redeemed. If a Redemption Date is
     not a Business Day, then payment of the Redemption Price payable on such
     date will be made on the next succeeding Business Day, and no interest or
     other payment in respect of any such delay will accumulate for the period
     to but excluding such Business Day. If payment of the Redemption Price in
     respect of any Securities is improperly withheld or refused and not paid
     either by the Property Trustee or by the Sponsor as guarantor pursuant to
     the relevant Securities Guarantee, Distributions on such Securities will
     continue to accumulate from the original redemption date to the actual date
     of payment, in which case the actual payment date will be considered the
     Redemption Date for purposes of calculating the Redemption Price.

                                    Annex I-4

<PAGE>

              (vi)Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to (A) in respect of the Preferred
     Securities, the Clearing Agency or its nominee (or any successor Clearing
     Agency or its nominee) if the Global Preferred Securities have been issued
     or, if Definitive Preferred Securities have been issued, to the Holders
     thereof, and (B) in respect of the Common Securities, to the Sponsor.

              (vii) Subject to the foregoing and applicable law (including,
     without limitation, United States Federal securities laws and banking
     laws), the Sponsor or any of its subsidiaries may at any time and from time
     to time purchase outstanding Preferred Securities by tender, in the open
     market or by private agreement.

     5.   Voting Rights - Preferred Securities.

          (a) Except as provided under Sections 5(b) and 7 and as otherwise
required by law or the Agreement, the Holders of the Preferred Securities will
have no voting rights.

          (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding with respect to any remedy available to the Debenture Trustee, or
exercise any trust or power conferred upon the Debenture Trustee, with respect
to the Debentures, (ii) waive any past default that is waivable under the
Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures, or (iv) consent
to any amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required, without, in each case, obtaining (1) the
prior approval of the Holders of a Majority in Liquidation Amount of all
outstanding Preferred Securities; provided, however, that where a consent under
the Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of each Holder of the Preferred Securities and (2) an Opinion of
Counsel delivered to the Trust from tax counsel experienced in such matters to
the effect that the Trust will not be classified as an association taxable as
corporation for United States Federal income tax purposes on account of such
action.

     Notwithstanding anything to the contrary contained herein, if an Event of
Default under the Agreement has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
premium, if any, or interest on the Debentures on the date such principal,
premium, if any, or interest is otherwise payable (or, in the case of
redemption, on the Redemption Date), then a Holder of Preferred Securities may
directly institute a proceeding against the Debenture Issuer for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on a
Like Amount of Debentures (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such a Direct Action, (i)
the rights of the Common Securities Holder will be subordinated to the rights of
Holders of Preferred Securities with respect to payments made or required to be
made by the Debenture Issuer in such Direct Action and (ii) the Debenture Issuer
shall remain obligated to pay the principal of, premium, if any, or interest on
such Debentures, and the Debenture Issuer shall be subrogated to the rights of
such Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder in such Direct Action.

     Any approval or direction of Holders of Preferred Securities may be given
at a separate meeting of Holders of Preferred Securities convened for such
purpose, at a meeting of all of the Holders of Securities or pursuant to written
consent. The Administrative Trustees will cause a notice of any meeting at which
Holders of Preferred Securities are entitled to vote to be mailed to each Holder
of record of Preferred Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holders are entitled to vote
and (iii) instructions for the delivery of proxies.

     No vote or consent of the Holders of the Preferred Securities will be
required for the Trust to redeem and cancel Preferred Securities, or to
distribute the Debentures, in accordance with the Agreement and these terms of
the Securities.

     Notwithstanding that Holders of Preferred Securities are entitled to vote
or consent under any of the circumstances described above, any of the Preferred
Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall
not be entitled to vote or consent and shall, for purposes of such vote or
consent, be treated as if they were not outstanding.

                                    Annex I-5

<PAGE>

     6.   Voting Rights - Common Securities.

          (a) Except as provided under Sections 6(b) and 7 as otherwise required
by law or the Agreement, the Holders of the Common Securities will have no
voting rights.

          (b) So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding with respect to any remedy available to the Debenture Trustee, or
exercise any trust or power conferred upon the Debenture Trustee, with respect
to the Debentures, (ii) waive any past default that is waivable under the
Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the Debentures
where such consent shall be required, without, in each case, obtaining (1) the
prior approval of the Holders of a Majority in Liquidation Amount of all
outstanding Common Securities; provided, however, that where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Property Trustee without the
prior approval of the Common Securities Holder and (2) an Opinion of Counsel
delivered to the Trust from tax counsel experienced in such matters to the
effect that the Trust will not be classified as an association taxable as a
corporation for United States Federal income tax purposes on account of such
action.

     Notwithstanding anything to the contrary contained herein, if an Event of
Default under the Agreement has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay principal of or
premium, if any, or interest on the Debentures on the date such principal,
premium, if any, or interest is otherwise payable (or, in the case of
redemption, on the Redemption Date), then a Holder of Common Securities may
institute a Direct Action against the Debenture Issuer for enforcement of
payment to such Holder of the principal of or premium, if any, or interest on a
Like Amount of Debentures on or after the respective due date specified in the
Debentures. In connection with such a Direct Action, (i) the rights of the
Common Securities Holder will be subordinated to the rights of Holders of
Preferred Securities with respect to payments made or required to be made by the
Debenture Issuer in such Direct Action and (ii) the Debenture Issuer shall
remain obligated to pay the principal of, premium, if any, or interest on such
Debentures, and the Debenture Issuer shall be subrogated to the rights of such
Holder of Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder in such Direct Action.

     Any approval or direction of Holder(s) of Common Securities may be given at
a separate meeting of Holder(s) of Common Securities convened for such purpose,
at a meeting of all of the Holders of Securities or pursuant to written consent.
The Administrative Trustees will cause a notice of any meeting at which
Holder(s) of Common Securities are entitled to vote to be mailed to each Holder
of record of Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting, (ii) a description of any resolution
proposed for adoption at such meeting on which such Holder(s) are entitled to
vote and (iii) instructions for the delivery of proxies.

     No vote or consent of the Holder(s) of the Common Securities will be
required for the Trust to redeem and cancel Common Securities, or to distribute
the Debentures, in accordance with the Agreement and these terms of the
Securities.

     7.   Amendments to Agreement.


     In addition to the requirements set out in Section 12.1 of the Agreement,
the Agreement may be amended from time to time by the Sponsor and the Trustees
with (i) the consent of Holders of a Majority in Liquidation Amount of all
outstanding Securities, and (ii) receipt by the Trustees of an opinion of
counsel experienced in such matters to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States Federal
income tax purposes or the Trust's exemption from status as an Investment
Company under the Investment Company Act; provided, however, that, without the
consent of each Holder of the Securities, the Agreement may not be amended to
(i) change the Distribution Rate (or manner of calculation of the Distribution
Rate), amount, timing or currency or otherwise adversely affect the method of
any required payment, (ii) change the purposes of the Trust, (iii) authorize the
issuance of any additional beneficial interests in the Trust, (iv) change the
redemption provisions, (v) change the conditions precedent for the Sponsor to
elect to dissolve the Trust and distribute the Debentures to the Holders of the
Securities, (vi) change the Liquidation Distribution or other provisions
relating to the distribution of amounts payable upon the dissolution and
liquidation of the Trust, (vii)

                                    Annex I-6

<PAGE>

affect the limited liability of any Holder of the Securities or (viii) restrict
the right of a Holder of the Securities to institute suit for the enforcement of
any required payment on or after the due date therefor (or, in the case of
redemption, on the Redemption Date).

     8.   Pro Rata.

     A reference herein to any payment, distribution or treatment as being "Pro
Rata" shall mean pro rata to each Holder of Securities according to the
aggregate Liquidation Amount of the Securities held by such Holder in relation
to the aggregate Liquidation Amount of all Securities outstanding unless, in
relation to a payment, an Event of Default under the Agreement has occurred and
is continuing, in which case any funds legally available to make such payment
shall be paid first to each Holder of the Preferred Securities pro rata
according to the aggregate Liquidation Amount of Preferred Securities held by
such Holder relative to the aggregate Liquidation Amount of all Preferred
Securities outstanding, and only after satisfaction of all amounts owed to the
Holders of the Preferred Securities, to each Holder of Common Securities pro
rata according to the aggregate Liquidation Amount of Common Securities held by
such Holder relative to the aggregate Liquidation Amount of all Common
Securities outstanding.

     9.   Ranking.

     The Preferred Securities rank pari passu with the Common Securities and
payment thereon shall be made Pro Rata with the Common Securities, except that,
if an Event of Default under the Agreement occurs and is continuing, no payments
in respect of Distributions on, or payments upon liquidation, redemption or
otherwise with respect to, the Common Securities shall be made until the Holders
of the Preferred Securities shall be paid in full the Distributions, Redemption
Price, Liquidation Distribution and other payments to which they are entitled at
such time.

     10.  Acceptance of Securities Guarantees and Indenture.

     Each Holder of Preferred Securities and Common Securities, by the
acceptance thereof, agrees to the provisions of the Preferred Securities
Guarantee, the Common Securities Guarantee and the Indenture, including the
subordination provisions therein.

     11.  No Preemptive Rights.

     The Holders of the Securities shall have no preemptive or similar rights
(including the right to subscribe for any Option Preferred Securities of the
Trust).

     12.  Miscellaneous.

     These terms constitute a part of the Agreement.

     The Sponsor will provide a copy of the Agreement, the Preferred Securities
Guarantee or the Common Securities Guarantee (as may be appropriate) and the
Indenture (including any supplemental indenture) to a Holder without charge on
written request to the Sponsor at its principal place of business.

                                    Annex I-7

<PAGE>

                                   EXHIBIT A-1

                     FORM OF PREFERRED SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]


[IF THIS PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY, INSERT: THIS
PREFERRED SECURITY IS A GLOBAL PREFERRED SECURITY WITHIN THE MEANING OF THE
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") OR A NOMINEE OF THE DEPOSITORY. THIS
PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE AGREEMENT AND NO TRANSFER OF THIS PREFERRED
SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

UNLESS THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Certificate Number                                Number of Preferred Securities
------------------                                ------------------------------

                              CUSIP NO. __________

                 Certificate Evidencing Preferred Securities of

                              RADIO ONE TRUST [___]


                ______% Trust Originated Preferred Securities(SM)

                  (liquidation amount $ per Preferred Security)

     RADIO ONE TRUST [___], a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that ______________ (the
"Holder") is the registered owner of __________ securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated as the _____% Trust Originated Preferred Securities (liquidation
amount $_______ per Preferred Security) (the "Preferred Securities"). The
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer.

     The designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Preferred Securities represented hereby are issued
and shall in all respects be subject to the 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 "Agreement"), including the
designation of the terms of the Preferred Securities as set forth in Annex I to
the Agreement. Capitalized terms used but not defined herein shall have the
respective meanings given them in the Agreement. The Sponsor will provide a copy
of the Agreement, the Preferred Securities Guarantee and the Indenture to a
Holder without charge upon written request to the Trust at its principal place
of business.

                                       Exhibit A-1-1

<PAGE>

     Upon receipt of this certificate, the Holder is bound by the Agreement and
is entitled to the benefits thereunder and to the benefits of the Preferred
Securities Guarantee to the extent provided therein.

     By acceptance, the Holder agrees to treat, for United States Federal income
tax purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of indirect beneficial ownership in the Debentures.

     This Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflict of laws.


                                  Exhibit A-1-2

<PAGE>

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


                                          RADIO ONE TRUST [___]



                                          By: __________________________________
                                               Name:
                                               Title: Administrative Trustee



                PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

                                          WILMINGTON TRUST COMPANY,
                                               as Property Trustee

                                          By: __________________________________
                                                    Authorized Signatory


                                  Exhibit A-1-3

<PAGE>


                     [FORM OF REVERSE OF PREFERRED SECURITY]

     Distributions on this Preferred Security will be payable at a rate per
annum of _____ % (the "Distribution Rate") of the Liquidation Amount of $ per
Preferred Security (the "Liquidation Amount"), such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions not paid when due will themselves accumulate distributions at the
annual rate of _____% (to the extent permitted by law). The term
"Distributions", as used herein, includes any such additional distributions
unless otherwise stated. A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds on hand legally available therefor.

     Distributions on the Preferred Securities will be cumulative, will
accumulate from and including the most recent date on which Distributions have
been paid or, if no Distributions have been paid, from and including the date of
issuance, to but excluding the related Distribution Date (as defined herein) or
any date fixed for redemption (a "Redemption Date"), and will be payable
quarterly in arrears on ___________, ____________, ________________ and
______________ of each year (each, a "Distribution Date"), commencing __________
___, _____, except as otherwise described below and in the Agreement. The amount
of Distributions payable for any quarterly period shall be computed on the basis
of a 360-day year consisting of twelve 30-day months. The Distributions payable
for any partial period will be computed on the basis of the actual number of
days elapsed in such period. "Distribution Period" means the period from and
including the immediately preceding Distribution Date (or __________ ___, _____,
in the case of the first Distribution Period) to but excluding the applicable
Distribution Date or Redemption Date. If a Distribution Date is not a Business
Day, then such Distribution will be made on the next succeeding Business Day,
except if such Business Day is in the next calendar year, such Distribution will
be made on the immediately preceding Business Day.

     As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
periods (each, an "Extension Period"), provided that an Extension Period must
end on an interest payment date for the Debentures and may not extend beyond the
stated maturity date or redemption date for the Debentures. As a consequence of
such deferral, Distributions will also be deferred. Despite such deferral,
quarterly Distributions will continue to accumulate with additional
distributions thereon (to the extent permitted by law but not at a rate greater
than the rate at which interest is then accruing on the Debentures) at the
Distribution Rate then in effect compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period, together with all such
previous and further extensions, may not exceed 20 consecutive quarterly
periods, must end on an interest payment date for the Debentures and may not
extend beyond the stated maturity date or redemption date of the Debentures. At
the end of the Extension Period, all accumulated and unpaid Distributions (but
only to the extent payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds available
therefor) will be payable to the Holders as they appear on the books and records
of the Trust on the record date immediately preceding the end of the Extension
Period. Upon the termination of any Extension Period (or any extension period
thereof) and the payment of all amounts then due, the Debenture Issuer may
commence a new Extension Period, subject to the foregoing requirements.

     Subject to other conditions set forth in the Agreement and the Indenture,
the Property Trustee may, at the direction of the Sponsor, dissolve the Trust at
any time and cause the Debentures to be distributed to the Holders of the
Preferred Securities in liquidation of the Trust or, simultaneously with any
redemption of the Debentures, cause a Like Amount of the Preferred Securities to
be redeemed by the Trust.

     These Preferred Securities shall be redeemable as provided in the
Agreement.

                                  Exhibit A-1-4

<PAGE>

                                   ASSIGNMENT


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


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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                    (Insert address and zip code of assignee)

and irrevocably appoints _______________________________________________________
agent to transfer this Preferred Security Certificate on the books of the Trust.
The agent may substitute another to act for him or her.

Date: _____________________________

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

Signature Guarantee**:


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

**   Signature must be guaranteed by an "eligible guarantor institution" that is
     a bank, stockbroker, savings and loan association or credit union meeting
     the requirements of the Registrar, which requirements include membership or
     participation in the Securities Transfer Agents Medallion Program ("STAMP")
     or such other "signature guarantee program" as may be determined by the
     Registrar in addition to, or in substitution for, STAMP, all in accordance
     with the Securities and Exchange Act of 1934, as amended.


                                  Exhibit A-1-5

<PAGE>

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

     THIS CERTIFICATE IS NOT TRANSFERABLE SUBJECT TO THE TERMS OF THE AGREEMENT
(AS DEFINED HEREIN)

Certificate Number                                   Number of Common Securities

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

                   Certificate Evidencing Common Securities of

                              RADIO ONE TRUST [___]

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

     RADIO ONE TRUST [___], a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that Radio One, Inc. (the
"Holder") is the registered owner of __________ securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the _____% Common Securities (liquidation amount $ per Common
Security) (the "Common Securities"). The Common Securities are not transferable.
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities represented hereby are issued and shall
in all respects be subject to the 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 "Agreement"), including the designation of the
terms of the Common Securities as set forth in Annex I to the Agreement.
Capitalized terms used but not defined herein shall have the meaning given them
in the Agreement. The Sponsor will provide a copy of the Agreement, the Common
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

     Upon receipt of this certificate, the Holder is bound by the Agreement and
is entitled to the benefits thereunder and to the benefits of the Common
Securities Guarantee to the extent provided therein.

     By acceptance, the Holder agrees to treat, for United States Federal income
tax purposes, the Debentures as indebtedness and the Common Securities as
evidence of indirect beneficial ownership in the Debentures.

     This Common Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to principles
of conflicts of laws.

     IN WITNESS WHEREOF, the Trust has executed this certificate this ___ day of
_______, ____.

                                             RADIO ONE TRUST [___]



                                             By: _______________________________
                                                  Name:
                                                  Title:  Administrative Trustee


                                  Exhibit A-2-1

<PAGE>


                          [FORM OF REVERSE OF SECURITY]

     Distributions on each Common Security will be payable at a rate per annum
of _____% (the "Distribution Rate") of the Liquidation Amount of $ per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
quarterly period will bear additional distributions thereon compounded quarterly
at the applicable periodic Distribution Rate (to the extent permitted by
applicable law). The term "Distributions", as used herein, includes any such
additional distributions unless otherwise stated. A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor.

     Distributions on the Common Securities will be cumulative, will accumulate
from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from __________ ___, _____, to but excluding the
related Distribution Date (as defined herein) or any date fixed for redemption
(a "Redemption Date"), and will be payable quarterly in arrears on
_____________, _______________, ________________ and _______________ of each
year, commencing __________ ___, _____ (each, a "Distribution Date"), except as
otherwise described below and in the Agreement. The amount of Distributions
payable for any Distribution Period will be computed on the basis of a 360-day
year consisting of twelve 30-day months. The Distributions payable for any
partial period will be computed on the basis of the actual number of days
elapsed in such period. "Distribution Period" means the period from and
including the immediately preceding Distribution Date (or __________ ___, _____,
in the case of the first Distribution Period) to but excluding the applicable
Distribution Date or Redemption Date. If a Distribution Date is not a Business
Day, then such Distribution Date and the first day of the Distribution Period
commencing on such Distribution Date will be the next succeeding Business Day
and no interest or other payment in respect of any such delay shall accumulate
for the period to but excluding such Business Day. However, if the next
succeeding Business Day is in the next calendar year, payment of Distributions
will be made on the immediately preceding Business Day.

     As long as no Event of Default has occurred and is continuing under the
Indenture, the Debenture Issuer has the right under the Indenture to defer
payments of interest by extending the interest payment period at any time and
from time to time on the Debentures for a period not exceeding 20 consecutive
quarterly periods (each, an "Extension Period"), provided that an Extension
Period must end on an interest payment date for the Debentures and may not
extend beyond the stated maturity date or redemption date for the Debentures. As
a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, quarterly Distributions will continue to accumulate with
additional interest thereon (to the extent permitted by applicable law but not
at a rate greater than the rate at which interest is then accruing on the
Debentures) at the Distribution Rate then in effect compounded quarterly during
any such Extension Period. Prior to the termination of any such Extension
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extension Period; provided that such Extension Period, together
with all such previous and further extensions, may not exceed 20 consecutive
quarterly periods, must end on an interest payment date for the Debentures and
may not extend beyond the Maturity Date or Redemption Date of the Debentures. At
the end of the Extension Period, all accumulated and unpaid Distributions (but
only to the extent payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds legally
available therefor) will be payable to the Holders as they appear on the books
and records of the Trust on the record date immediately preceding the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the foregoing requirements.

     The Common Securities shall be redeemable as provided in the Agreement.

                                  Exhibit A-2-2