<PAGE>


                                                                     EXHIBIT 4.6


                              DEFS CAPITAL TRUST I



                              AMENDED AND RESTATED



                                 TRUST AGREEMENT



                                      AMONG



                 DUKE ENERGY FIELD SERVICES, LLC, AS DEPOSITOR,

                    JPMORGAN CHASE BANK, AS PROPERTY TRUSTEE

       CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE



                                       AND



                      _______________ AND _______________,

                           AS ADMINISTRATIVE TRUSTEES

                         DATED AS OF        , 2002



<PAGE>
                                TABLE OF CONTENTS

<Table>
<Caption>

                                                                                                    Page
                                                                                                    ----


<S>                                                                                                <C>
                                                ARTICLE I
                                              Defined Terms
Section 1.01          Definitions.....................................................................1

                                               ARTICLE II
                                       ESTABLISHMENT OF THE TRUST
Section 2.01          Name............................................................................9
Section 2.02          Offices of the Trustees; Principal Place of Business............................9
Section 2.03          Initial Contribution of Trust Property; Organizational Expenses.................9
Section 2.04          Issuance of the Preferred Securities...........................................10
Section 2.05          Subscription and Purchase of Junior Subordinated Notes; Issuance of
                      the Common Securities..........................................................10
Section 2.06          Declaration of Trust...........................................................10
Section 2.07          Authorization to Enter into Certain Transactions...............................10
Section 2.08          Assets of Trust................................................................15
Section 2.09          Title to Trust Property........................................................15
Section 2.10          Mergers and Consolidations of the Trust........................................15

                                               ARTICLE III
                                             PAYMENT ACCOUNT
Section 3.01          Payment Account................................................................16

                                               ARTICLE IV
                                        DISTRIBUTIONS; REDEMPTION
Section 4.01          Distributions..................................................................17
Section 4.02          Redemption.....................................................................18
Section 4.03          Subordination of Common Securities.............................................19
Section 4.04          Payment Procedures.............................................................20
Section 4.05          Tax Returns and Reports........................................................20

                                                ARTICLE V
                                      TRUST SECURITIES CERTIFICATES

Section 5.01          Initial Ownership..............................................................20
Section 5.02          The Trust Securities Certificates..............................................20
Section 5.03          Authentication of Trust Securities Certificates................................21
Section 5.04          Registration of Transfer and Exchange of Preferred Securities Certificates.....21
Section 5.05          Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.............22
Section 5.06          Persons Deemed Securityholders.................................................22
Section 5.07          Access to List of Securityholders' Names and Addresses.........................22
Section 5.08          Maintenance of Office or Agency................................................23
Section 5.09          Appointment of Paying Agent....................................................23
Section 5.10          Ownership of Common Securities by Depositor....................................23
</Table>



                                       i
<PAGE>

<Table>


<S>                   <C>                                                                           <C>
Section 5.11          Book-Entry Preferred Securities Certificates; Common Securities Certificate....24
Section 5.12          Notices to Clearing Agency.....................................................24
Section 5.13          Definitive Preferred Securities Certificates...................................25
Section 5.14          Rights of Securityholders......................................................25

                                               ARTICLE VI
                                ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

Section 6.01          Limitations on Voting Rights...................................................25
Section 6.02          Notice of Meetings.............................................................26
Section 6.03          Meetings of Preferred Securityholders..........................................26
Section 6.04          Voting Rights..................................................................27
Section 6.05          Proxies, etc...................................................................27
Section 6.06          Securityholder Action by Written Consent.......................................27
Section 6.07          Record Date for Voting and Other Purposes......................................27
Section 6.08          Acts of Securityholders........................................................28
Section 6.09          Inspection of Records..........................................................29

                                               ARTICLE VII
               REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND DELAWARE TRUSTEE

Section 7.01          Representations and Warranties of the Property Trustee and Delaware Trustee....29

                                              ARTICLE VIII
                                              THE TRUSTEES

Section 8.01          Certain Duties and Responsibilities............................................30
Section 8.02          Notice of Defaults.............................................................30
Section 8.03          Certain Rights of Property Trustee.............................................30
Section 8.04          Not Responsible for Recitals or Issuance of Securities.........................31
Section 8.05          May Hold Securities............................................................32
Section 8.06          Compensation; Fees; Indemnity..................................................32
Section 8.07          Trustees Required; Eligibility.................................................32
Section 8.08          Conflicting Interests..........................................................33
Section 8.09          Co-Property Trustees and Separate Trustee......................................33
Section 8.10          Resignation and Removal; Appointment of Successor..............................34
Section 8.11          Acceptance of Appointment by Successor.........................................36
Section 8.12          Merger, Conversion, Consolidation or Succession to Business....................36
Section 8.13          Preferential Collection of Claims Against Depositor or Trust...................36
Section 8.14          Reports by the Property Trustee................................................37
Section 8.15          Reports to the Property Trustee................................................37
Section 8.16          Evidence of Compliance with Conditions Precedent...............................37
Section 8.17          Number of Trustees.............................................................37
Section 8.18          Delegation of Power............................................................38
Section 8.19          Enforcement of Rights of Property Trustee by Securityholders...................38
Section 8.20          Delaware Trustee...............................................................39
</Table>



                                       ii
<PAGE>

<Table>
<Caption>

                                               ARTICLE IX
                                       TERMINATION AND LIQUIDATION

<S>                   <C>                                                                           <C>
Section 9.01          Termination Upon Expiration Date...............................................39
Section 9.02          Early Termination..............................................................39
Section 9.03          Termination....................................................................40
Section 9.04          Liquidation....................................................................40
Section 9.05          Bankruptcy.....................................................................41

                                                ARTICLE X
                                        MISCELLANEOUS PROVISIONS

Section 10.01         Guarantee by the Depositor.....................................................41
Section 10.02         Limitation of Rights of Securityholders........................................42
Section 10.03         Amendment......................................................................42
Section 10.04         Separability...................................................................43
Section 10.05         Governing Law..................................................................43
Section 10.06         Notice of Deferral of Distribution.............................................43
Section 10.07         Headings.......................................................................43
Section 10.08         Notice and Demand..............................................................43
Section 10.09         Agreement Not to Petition......................................................44
Section 10.10         Conflict with Trust Indenture Act..............................................44
Section 10.11         Successors.....................................................................45
</Table>


EXHIBIT A  Certificate of Trust
EXHIBIT B  Form of Common Securities Certificate
EXHIBIT C  Form of Expense Agreement
EXHIBIT D  Form of Preferred Securities Certificate



                                       iii

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

         THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ____________,
2002, by and among (i) Duke Energy Field Services, LLC, a Delaware limited
liability company (the "Depositor" or the "Company"), (ii) JPMorgan Chase Bank,
a banking corporation duly organized and existing under the laws of the State of
New York, as trustee (the "Property Trustee" and, in its separate corporate
capacity and not in its capacity as Property Trustee, the "Bank"), (iii) Chase
Manhattan Bank USA, National Association, a national association duly organized
under the laws of the United States of America, as Delaware trustee (the
"Delaware Trustee" and, in its separate corporate capacity and not in its
capacity as Delaware Trustee, the "Delaware Bank"), (iv) _______________, an
individual, and _______________, an individual, as administrative trustees (each
an "Administrative Trustee" and together the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees") and (v) the several Holders, as hereinafter
defined.

                                   WITNESSETH:

         WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into that certain Trust Agreement, dated as of April 30,
2002 (the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, dated April 30, 2002 (the "Certificate of Trust"); and

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

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



                                   ARTICLE I
                                  Defined Terms

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

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



<PAGE>

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

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

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

         "Act" has the meaning specified in Section 6.08.

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

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

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

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

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

         (i) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of such Person in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging such
Person a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of such Person under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of such Person or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 90 consecutive days; or

         (ii) the commencement by such Person of a voluntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the




                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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




                                       3
<PAGE>

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

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

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

         "Company" means Duke Energy Field Services, LLC, its successors and
assigns.

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

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

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

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

         "Depositor" means Duke Energy Field Services, LLC, in its capacity as
"Depositor" under this Trust Agreement, its successors and assigns.

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

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

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

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

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




                                       4
<PAGE>

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

         (iv).....default in the performance, or breach, of any covenant or
warranty of the Trustees in this Trust Agreement (other than a covenant or
warranty a default in whose performance or breach is dealt with in clause (ii)
or (iii) above) and continuation of such default or breach for a period of 60
days after there has been given, by registered or certified mail, to the
Trustees by the Holders of at least 25% in Liquidation Amount of the Outstanding
Preferred Securities a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; unless Holders in Liquidation Amount of Outstanding
Preferred Securities not less than the Liquidation Amount of Outstanding
Preferred Securities the Holders of which gave such notice, shall agree in
writing to an extension of such period prior to its expiration; provided,
however, that the Holders of such Liquidation Amount of Outstanding Preferred
Securities shall be deemed to have agreed to an extension of such period if
corrective action is initiated by the Trustees within such period and is being
diligently pursued; or

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

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

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

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

         "Indenture Event of Default" means an "Event of Default," as defined in
the Subordinated Indenture with respect to the Junior Subordinated Notes.

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

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

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

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

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




                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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




                                       6
<PAGE>

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

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

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

         (iii) Preferred Securities in exchange for or in lieu of which other
Preferred Securities have been authenticated and delivered pursuant to this
Trust Agreement; provided, however, that in determining whether the Holders of
the requisite Liquidation Amount of the Outstanding Preferred Securities have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder, Preferred Securities owned, whether of record or beneficially, by the
Depositor, the Holder of the Common Securities, any Administrative Trustee or
any Affiliate of the Depositor or any Administrative Trustee shall be
disregarded and deemed not to be Outstanding, except that (a) in determining
whether any Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Preferred Securities
which such Trustee knows to be so owned shall be so disregarded and (b) the
foregoing shall not apply at any time when all of the outstanding Preferred
Securities are owned by the Depositor, the Holder of the Common Securities, one
or more Administrative Trustees and/or any such Affiliate. Preferred Securities
so owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee's right so to act with respect to such Preferred Securities and that the
pledgee is not the Depositor or any Affiliate of the Depositor.

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

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

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

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




                                       7
<PAGE>

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

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

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

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

         "Redemption Price" means, with respect to any date fixed for redemption
of any Trust Security,

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

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

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

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

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

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

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

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



                                       8
<PAGE>

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

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

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

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

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

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



                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

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

         Section 2.02 Offices of the Trustees; Principal Place of Business. The
address of the Property Trustee is JPMorgan Chase Bank, 450 West 33rd Street,
15th Floor, New York, New York 10001, or at such other address in New York as
the Property Trustee may designate by written notice to the Securityholders and
the Depositor. The principal place of business of the Delaware Trustee is 500
Stanton Christiana Rd., Building 4, 3rd Floor, Newark, Delaware 19713, or at
such other address in Delaware as the Delaware Trustee may designate by notice
to the Depositor. The address of the Administrative Trustees is c/o Duke Energy
Field Services, LLC, 370 17th Street, Suite 900, Denver, Colorado 80202. The
principal place of business of the Trust is Duke Energy Field Services, LLC, 370
17th Street, Suite 900, Denver, Colorado 80202. The Depositor may change the
principal place of business of the Trust at any time by giving notice thereof to
the Trustees.

         Section 2.03 Initial Contribution of Trust Property; Organizational
Expenses. The Delaware Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The






                                       9
<PAGE>

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

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

         Section 2.05 Subscription and Purchase of Junior Subordinated Notes;
Issuance of the Common Securities. Contemporaneously with the execution and
delivery of this Trust Agreement, the Administrative Trustees, on behalf of the
Trust, shall execute and deliver to the Depositor Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
________ Common Securities having an aggregate Liquidation Amount of $________,
against payment by the Depositor of such amount. Contemporaneously therewith,
the Administrative Trustees, on behalf of the Trust, shall subscribe to and
purchase from the Depositor Junior Subordinated Notes, registered in the name of
the Property Trustee, on behalf of the Trust and the Holders, and having an
aggregate principal amount equal to $________ and, in satisfaction of the
purchase price for such Junior Subordinated Notes, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of $________.

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

         Section 2.07 Authorization to Enter into Certain Transactions. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (c) of
this Section, and in accordance with the following paragraphs (a) and (b), the
Trustees shall have the authority to enter into all transactions and





                                       10
<PAGE>

agreements determined by the Trustees to be appropriate in exercising the
authority, express (in the case of the Property Trustee) or implied, otherwise
granted to the Trustees under this Trust Agreement, and to perform all acts in
furtherance thereof, including, without limitation, the following:

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

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

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

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

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

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

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

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

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

             (ix) to take all action that may be necessary or appropriate for
the preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges



                                       11
<PAGE>

as a statutory business trust under the laws of the State of Delaware and of
each other jurisdiction in which such existence is necessary to protect the
limited liability of the Holders of the Trust Securities or to enable the Trust
to effect the purposes for which the Trust has been created;

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

             (xi) to issue and sell the Trust Securities;

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

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

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

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

             (xvi) to appoint a Paying Agent (subject to Section 5.09),
authenticating agent and Security Registrar (subject to Section 5.04) in
accordance with this Trust Agreement;

             (xvii) subject to Section 5.04, to register transfers of the Trust
Securities in accordance with this Trust Agreement;

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

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

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

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



                                       12
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

         (c) So long as this Trust Agreement remains in effect, the Trust (or
the Trustees acting on behalf of the Trust) shall not undertake any business,
activity or transaction except as expressly provided herein or contemplated
hereby. In particular, the Trustees shall not





                                       13
<PAGE>



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

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

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

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

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

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

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

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




                                       14
<PAGE>

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

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

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

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

     Section 2.10 Mergers and Consolidations of the Trust. The Trust may not
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to any
corporation or other entity, except as described below. The Trust may at the
request of the Company, with the consent of the Administrative Trustees and
without the consent of the Holders of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by a trust organized as such
under the laws of any state; provided that (i) such successor entity either (x)
expressly assumes all of the obligations of the Trust with respect to the Trust
Securities or (y) substitutes for the Preferred Securities and the Common
Securities other securities having substantially the same terms as the Trust
Securities (herein referred to as the "Successor Securities") so long as the
Successor Securities rank the same as the Trust Securities rank in priority with
respect to Distributions and payments upon liquidation, redemption and
otherwise, (ii) the Company expressly appoints a trustee of such successor
entity possessing the same powers and duties as the Property Trustee as the
holder of legal title to the Junior Subordinated Notes, (iii) the Preferred
Securities or any Successor Securities are listed, or any Successor Securities
will be listed upon notification of issuance, on any national securities
exchange or other organization on which the Preferred Securities are then
listed, (iv) such merger, consolidation, amalgamation or replacement does not
cause the Preferred Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (v)
such consolidation, amalgamation, merger or replacement does not adversely
affect the rights, preferences and privileges of the





                                       15
<PAGE>

Holders of the Trust Securities (including any Successor Securities) in any
material respect, (other than with respect to any dilution of such Holders'
interest in the new entity) (vi) such successor entity has a purpose
substantially identical to that of the Trust, (vii) prior to such consolidation,
amalgamation, merger or replacement, the Company and the Property Trustee have
received an Opinion of Counsel experienced in such matters to the effect that
(A) such consolidation, amalgamation, merger or replacement does not adversely
affect the rights, preferences and privileges of the Holders of the Trust
Securities (including any Successor Securities) in any material respect (other
than with respect to any dilution of such Holders' interest in the new entity),
and (B) following such consolidation, amalgamation, merger or replacement,
neither the Trust nor such successor entity will be required to register as an
investment company under the Investment Company Act, and (viii) the Company owns
all of the common securities of such successor entity and guarantees the
obligations of such successor entity under the Successor Securities at least to
the extent provided by the Guarantee. Notwithstanding the foregoing, the Trust
shall not, except with the consent of Holders of 100% in Liquidation Amount of
the Trust Securities, consolidate, amalgamate, merge with or into, or be
replaced by any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it if such consolidation,
amalgamation, merger or replacement would cause the Trust or the successor
entity to be classified as other than a grantor trust for United States federal
income tax purposes.



                                  ARTICLE III
                                 PAYMENT ACCOUNT

     Section 3.01 Payment Account.

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

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




                                       16
<PAGE>


                                   ARTICLE IV
                            DISTRIBUTIONS; REDEMPTION

     Section 4.01 Distributions.

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

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

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

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

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




                                       17
<PAGE>

     Section 4.02 Redemption.

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

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

                 (i)   the Redemption Date;

                 (ii)  the Redemption Price;

                 (iii) the CUSIP number;

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

                 (v)   that on the Redemption Date the Redemption Price will
become due and payable upon each such Trust Security to be redeemed and the
Distributions thereon will cease to accrue on and after such date.

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

             (d) If the Property Trustee gives a notice of redemption in respect
of any Preferred Securities, then, by 2:00 P.M. New York City time, on the
Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long
as the Preferred Securities are in book-entry only form, irrevocably deposit
with the Clearing Agency for the Preferred Securities funds sufficient to pay
the applicable Redemption Price. If the Preferred Securities are not in
book-entry only form, the Property Trustee, subject to Section 4.02(c), shall
irrevocably deposit with the Paying Agent funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions to pay
the Redemption Price to the Holders thereof upon surrender of their Preferred
Securities Certificates. Notwithstanding the foregoing, Distributions payable on
or prior to the Redemption Date for any Trust Securities called for redemption
shall be payable to the Holders of such Trust Securities as they appear on the
Security Register for the Trust Securities on the relevant record dates for the
related Distribution Dates. If notice of redemption shall have been given and
funds deposited as required, then immediately prior to the close of business on
the date of such deposit, all rights of Securityholders holding Trust Securities
so called for redemption will cease, except the right of such Securityholders to
receive the Redemption Price, but without interest, and such Securities will
cease to be outstanding. In the event that any date on which any Redemption
Price is payable is not a Business Day, then payment of the Redemption Price
payable on such date shall be made on the next succeeding day






                                       18
<PAGE>

which is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, payment of such Redemption Price shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
Trust Securities is improperly withheld or refused and not paid either by the
Trust or by the Depositor pursuant to the Guarantee, Distributions on such Trust
Securities will continue to accrue at the then applicable rate, from such
Redemption Date originally established by the Trust for such Preferred
Securities to the date such Redemption Price is actually paid.

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

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

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

     Section 4.03 Subordination of Common Securities.

             (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made pro rata based on the Liquidation Amount of the Trust
Securities; provided, however, that if on any Distribution Date or Redemption
Date an Indenture Event of Default shall have occurred and be continuing, no
payment of any Distribution (including Additional Amounts, if applicable) on, or
Redemption Price of, any Common Security, and no other payment on account of the
redemption, liquidation



                                       19
<PAGE>

or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Preferred Securities for all
distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional Amounts,
if applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.

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

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

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

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



                                   ARTICLE V
                          TRUST SECURITIES CERTIFICATES

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

     Section 5.02 The Trust Securities Certificates. Each of the Preferred and
Common Securities Certificates shall be issued in minimum denominations of
$______ and integral multiples in excess thereof. The Common Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee. The Preferred Securities





                                       20
<PAGE>

Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication, if applicable, and
delivery of such Trust Securities Certificates or did not hold such offices at
the date of authentication, if applicable, and delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Section 5.04.

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

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

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



                                       21
<PAGE>

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

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

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

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

     Section 5.07 Access to List of Securityholders' Names and Addresses. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than __________ and
__________ in each year and (ii) the Depositor or the Property Trustee, as the
case may be, within 30 days after receipt by any Administrative Trustee of a
request therefor from the Depositor or the Property Trustee, as the case may be,
in writing, a list, in such form as the Depositor or the Property Trustee, as
the case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar.



                                       22
<PAGE>

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

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

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



                                       23
<PAGE>

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

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

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

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

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

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

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

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

     Section 5.12 Notices to Clearing Agency. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive






                                       24
<PAGE>

Preferred Securities Certificates shall have been issued to Owners pursuant to
Section 5.13, the Trustees shall give all such notices and communications
specified herein to be given to Owners to the Clearing Agency, and shall have no
obligations to the Owners.

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

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



                                   ARTICLE VI
                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.01 Limitations on Voting Rights.

             (a) Except as provided in this Section, in Section 8.10 or Section
10.03 of this Trust Agreement, in the Subordinated Indenture, and as otherwise
required by law, no Holder of






                                       25
<PAGE>

Preferred Securities shall have any right to vote or in any manner otherwise
control the administration, operation and management of the Trust or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

             (b) So long as any Junior Subordinated Notes are held by the
Property Trustee, the Trustees shall not (i) direct the time, method and place
of conducting any proceeding for any remedy available to the Indenture Trustee,
or exercising any trust or power conferred on the Indenture Trustee with respect
to such Junior Subordinated Notes, (ii) consent to waive any past default which
is waivable under Section 513 of the Subordinated Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the Junior
Subordinated Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Subordinated Indenture or the Junior
Subordinated Notes, where such consent shall be required, or to any other
action, as holder of the Junior Subordinated Notes, under the Subordinated
Indenture, without, in each case, obtaining the prior approval of the Holders of
at least 66?% in Liquidation Amount of the Outstanding Preferred Securities;
provided, however, that where a consent under the Subordinated Indenture would
require the consent of each holder of Junior Subordinated Notes affected
thereby, no such consent shall be given by the Trustees without the prior
written consent of each Holder of Preferred Securities. The Trustees shall not
revoke any action previously authorized or approved by a vote of the Holders of
Preferred Securities, except pursuant to a subsequent vote of the Holders of
Preferred Securities. The Property Trustee shall notify all Holders of the
Preferred Securities of any notice of default received from the Indenture
Trustee with respect to the Junior Subordinated Notes.

             (c) If any proposed amendment to the Trust Agreement provides for,
or the Trustees otherwise propose to effect, (i) any action that would adversely
affect the powers, preferences or special rights of the Preferred Securities,
whether by way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than pursuant to the
terms of this Trust Agreement, then the Holders of Outstanding Preferred
Securities as a class will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the approval of
the Holders of at least 66?% in Liquidation Amount of the Outstanding Preferred
Securities.

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

     Section 6.03 Meetings of Preferred Securityholders. No annual meeting of
Securityholders is required to be held. The Administrative Trustees, however,
shall call a






                                       26
<PAGE>

meeting of Securityholders to vote on any matter upon the written request of the
Preferred Securityholders of record of 25% of the Preferred Securities (based
upon their Liquidation Amount) and the Administrative Trustees or the Property
Trustee may, at any time in their discretion, call a meeting of Preferred
Securityholders to vote on any matters as to which Preferred Securityholders are
entitled to vote.

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

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

     Section 6.04 Voting Rights. Securityholders shall be entitled to one vote
for each $______ of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

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

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

     Section 6.07 Record Date for Voting and Other Purposes. For the purposes of
determining the Securityholders who are entitled to notice of and to vote at any
meeting or by written consent, or to participate in any Distribution on the
Trust Securities in respect of which a record date is not otherwise provided for
in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of any
Distribution or other action,



                                       27
<PAGE>

as the case may be, as a record date for the determination of the identity of
the Securityholders of record for such purposes.

     Section 6.08 Acts of Securityholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this
Trust Agreement to be given, made or taken by Securityholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Securityholders in person or by an agent appointed in writing; and,
except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to the
Administrative Trustees. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Securityholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 8.01)
conclusive in favor of the Trustees, if made in the manner provided in this
Section.

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

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

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

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

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




                                       28
<PAGE>

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

                                  ARTICLE VII
           REPRESENTATIONS AND WARRANTIES OF THE PROPERTY TRUSTEE AND
                                DELAWARE TRUSTEE

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

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

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

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

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

             (e) neither the authorization, execution or delivery by the Bank or
the Delaware Bank of this Trust Agreement, nor the consummation of any of the
transactions by the Bank, the Property Trustee, the Delaware Bank or the
Delaware Trustee (as appropriate in context) contemplated herein or therein, nor
the issuance of the Trust Securities Certificates pursuant to this Trust
Agreement require the consent or approval of, the giving of notice to, the
registration with or the taking of any other action with respect to any
governmental authority or





                                       29
<PAGE>

agency under any existing federal or New York law governing the banking or trust
powers of the Bank or the Delaware Bank; and

             (f) the Delaware Trustee satisfies, as of the date hereof, and will
continue to satisfy, for so long as the Delaware Trustee serves in such
capacity, the requirements of Section 8.07(c)(ii) hereof.

                                  ARTICLE VIII
                                  THE TRUSTEES

     Section 8.01 Certain Duties and Responsibilities.

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

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

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

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




                                       30
<PAGE>

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

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

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

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

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

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

     Section 8.04 Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the





                                       31
<PAGE>

Trust, and the Trustees do not assume any responsibility for their correctness.
The Trustees shall not be accountable for the use or application by the Trust of
the proceeds of the Trust Securities in accordance with Section 2.05.

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

     Section 8.05 May Hold Securities. Except as provided in the definition of
the term "Outstanding" in Article I, any Trustee or any other agent of the
Trustees or the Trust, in its individual or any other capacity, may become the
owner or pledgee of Trust Securities and may otherwise deal with the Trust with
the same rights it would have if it were not a Trustee or such other agent.

     Section 8.06 Compensation; Fees; Indemnity.

     The Depositor agrees:

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

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

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

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

     Section 8.07 Trustees Required; Eligibility.

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






                                       32
<PAGE>

accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

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

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

     Section 8.08 Conflicting Interests. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement.

     Section 8.09 Co-Property Trustees and Separate Trustee.

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

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



                                       33
<PAGE>

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

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

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

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

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

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

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

     Section 8.10 Resignation and Removal; Appointment of Successor.

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

     Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the




                                       34
<PAGE>

successor Trustee required by Section 8.11 shall not have been delivered to the
Relevant Trustee within 30 days after the giving of such notice of resignation,
the resigning Relevant Trustee may petition, at the expense of the Trust, any
court of competent jurisdiction for the appointment of a successor Relevant
Trustee.

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

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

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

         Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death,




                                       35
<PAGE>

incompetence or incapacity may be filled by (i) the act of the remaining
Administrative Trustee or (ii) otherwise by the Depositor (with the successor in
each case being a Person who satisfies the eligibility requirements for an
Administrative Trustee or a Delaware Trustee, as the case may be, set forth in
Section 8.07).

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

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

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

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

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

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

                  (b) "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
by the Depositor or the Trust (or any such obligor) for the purpose of financing
the purchase, processing, manufacturing, shipment,





                                       36
<PAGE>

storage or sale of goods, wares or merchandise and which is secured by documents
evidencing title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the sale of the goods,
wares or merchandise previously constituting the security, provided the security
is received by the Property Trustee simultaneously with the creation of the
creditor relationship with the Depositor or the Trust (or any such obligor)
arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

     Section 8.14 Reports by the Property Trustee.

                  (a) Within 60 days after ___________ of each year commencing
with ____________, 2002, if required by Section 313(a) of the Trust Indenture
Act, the Property Trustee shall transmit a brief report dated as of such
__________ with respect to any of the events specified in such Section 313(a)
that may have occurred since the later of the date of this Trust Agreement or
the preceding October 1.

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

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

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

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

     Section 8.17 Number of Trustees.

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

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

                  (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a




                                       37
<PAGE>

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

     Section 8.18 Delegation of Power.

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

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

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




                                       38
<PAGE>

Preferred Securities in respect of any amounts paid to such Holders by the
Company pursuant to this Section.

     Section 8.20 Delaware Trustee.

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

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

                                   ARTICLE IX
                           TERMINATION AND LIQUIDATION

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

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

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

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




                                       39
<PAGE>

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

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

     Section 9.04 Liquidation.

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

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

                           (i) state the Liquidation Date;

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

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

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

                  (d) After the Liquidation Date, (i) the Trust Securities will
no longer be deemed to be Outstanding, (ii) certificates representing a Like
Amount of Junior Subordinated Notes will be issued to Holders of Trust
Securities Certificates, upon surrender of such certificates to the
Administrative Trustees or their agent for exchange, (iii) any Trust Securities
Certificates not so surrendered for exchange will be deemed to represent a Like
Amount of





                                       40
<PAGE>

Junior Subordinated Notes, accruing interest at the rate provided for in the
Junior Subordinated Notes from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal will be made to Holders of Trust Securities
Certificates with respect to such Junior Subordinated Notes) and (iv) all rights
of Securityholders holding Trust Securities will cease, except the right of such
Securityholders to receive Junior Subordinated Notes upon surrender of Trust
Securities Certificates.

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

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

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

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




                                       41
<PAGE>

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

     Section 10.03 Amendment.

                  (a) This Trust Agreement may be amended from time to time by
the Trustees and the Depositor, without the consent of any Securityholders, (i)
to cure any ambiguity, correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Trust Agreement, which
shall not be inconsistent with the other provisions of this Trust Agreement,
provided, however, that any such amendment shall not adversely affect in any
material respect the interests of any Securityholder, or (ii) to modify,
eliminate or add to any provisions of this Trust Agreement to such extent as
shall be necessary to ensure that the Trust will not be classified as other than
a grantor trust for United States federal income tax purposes at any time that
any Trust Securities are outstanding; provided, however, that, in the case of
clause (i), any amendments of this Trust Agreement shall become effective when
notice thereof is given to the Securityholders.

                  (b) Except as provided in Section 10.03(c) hereof, any
provision in this Trust Agreement may be amended by the Trust or the Trustees
with (i) the consent of Securityholders representing not less than 66?% (based
upon Liquidation Amounts) of the Trust Securities then Outstanding and (ii)
receipt by the Trustees of an Opinion of Counsel to the effect that such
amendment or the exercise of any power granted to the Trustees in accordance
with such amendment will not affect the Trust's status as a grantor trust for
United States federal income tax purposes or the Trust's exemption from status
of an "investment company" under the Investment Company Act.

                  (c) In addition to and notwithstanding any other provision in
this Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 6.03 or 6.06 hereof), this
Trust Agreement may not be amended to (i) change the amount or timing of any
Distribution (or payment upon redemption) on the Trust Securities or otherwise
adversely affect the amount of any Distribution (or payment upon redemption)
required to be made in respect of the Trust Securities as of a specified date,
(ii) restrict the right of a Securityholder to institute suit for the
enforcement of any such payment on or after such date, (iii) change the purpose
of the Trust, (iv) authorize the issuance of any additional beneficial interests
in the Trust, or (v) change the consent required pursuant to this Section 10.03.

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




                                       42
<PAGE>

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

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

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

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

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

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

     Section 10.08 Notice and Demand. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(i) in the case of a Preferred Securityholder, to such Preferred Securityholder
as such Securityholder's name and address appear on the Security Register and
(ii) in the case of the Common Securityholder or the Depositor, to Duke Energy
Field Services, LLC, 370 17th Street, Suite 900, Denver, Colorado 80202,
Attention: Treasurer, Facsimile No. (303) 389-1973, with a copy to Corporate
Secretary, Facsimile No. (303) 893-8902. Such notice, demand or other
communication to or upon a Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, upon hand delivery, mailing or
transmission.



                                       43
<PAGE>

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust or the Trustees shall be given in writing addressed (until another
address is published by the Trust) as follows: (i) with respect to the Property
Trustee and the Delaware Trustee, JPMorgan Chase Bank, 450 West 33rd Street, New
York, New York 10001, Attention: Institutional Trust Services; Chase Manhattan
Bank USA, National Association, 500 Stanton Christiana Rd., Building 4,
3rd Floor, Newark, Delaware 19713. Attention: Institutional Trust Services, as
the case may be; and (ii) with respect to the Administrative Trustees, to them
at the address above for notices to the Depositor, marked Attention:
Administrative Trustees of DEFS Capital Trust I, c/o Corporate Secretary. Such
notice, demand or other communication to or upon the Trust or the Trustees shall
be deemed to have been sufficiently given or made only upon actual receipt of
the writing by the applicable Trustee.

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

     Section 10.10 Conflict with Trust Indenture Act.

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

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

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

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



                                       44
<PAGE>


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

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




                                       45
<PAGE>


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


                               DUKE ENERGY FIELD SERVICES, LLC

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

                               JPMORGAN CHASE BANK,
                               as Property Trustee

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

                               CHASE MANHATTAN BANK USA,
                               NATIONAL ASSOCIATION,
                               as Delaware Trustee

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


                               --------------------------------------------
                               [name]
                               as Administrative Trustee


                               --------------------------------------------
                               [name]
                               as Administrative Trustee





                                       46
<PAGE>


                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST

                                       OF

                              DEFS CAPITAL TRUST I

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

         1. Name. The name of the business trust formed hereby is DEFS Capital
Trust I.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank USA, National Association, 500 Stanton Christiana Rd., Building
4, 3rd Floor, Newark, Delaware 19713.

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

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

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

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



                                      A-1
<PAGE>


                                                                       EXHIBIT B


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

                               CERTIFICATE NUMBER

                           NUMBER OF COMMON SECURITIES

                                       C-

                    CERTIFICATE EVIDENCING COMMON SECURITIES

                                       OF

                              DEFS CAPITAL TRUST I

                                COMMON SECURITIES

                (LIQUIDATION AMOUNT $______ PER COMMON SECURITY)

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

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





                                      B-1
<PAGE>


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


                                    DEFS CAPITAL TRUST I


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

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



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

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







                                      B-2
<PAGE>

                                                                       EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is
made as of ___________________, between Duke Energy Field Services, LLC, a
Delaware limited liability company (the "Company"), and DEFS Capital Trust I, a
Delaware business trust (the "Trust").

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

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

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

                                    ARTICLE I

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

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

                                      C-1
<PAGE>

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

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

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

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

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

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

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

                                   ARTICLE II

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

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

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




                                      C-2
<PAGE>

         DEFS Capital Trust I
         c/o JPMorgan Chase Bank
         450 West 33rd Street, 15th Floor
         New York, New York 10001
         Facsimile No.: (212) 946-8159
         Attention: Capital Markets - Fiduciary Services

         Duke Energy Field Services, LLC
         370 17th Street, Suite 900
         Denver, Colorado 80202
         Facsimile No.: (303) 893-8902
         Attention: Corporate Secretary

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




                                      C-3
<PAGE>



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

                                 DUKE ENERGY FIELD SERVICES, LLC


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

                                 DEFS CAPITAL TRUST I


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


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


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


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







                                      C-4
<PAGE>



                                                                       EXHIBIT D

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

                               CERTIFICATE NUMBER

                                       P-

                         NUMBER OF PREFERRED SECURITIES

                                    CUSIP NO.



                   CERTIFICATE EVIDENCING PREFERRED SECURITIES
                                       OF
                              DEFS CAPITAL TRUST I

                        _____% TRUST PREFERRED SECURITIES

               (LIQUIDATION AMOUNT $_____ PER PREFERRED SECURITY)

         DEFS Capital Trust I, a statutory business trust formed under the laws
of the State of Delaware (the "Trust"), hereby certifies that ________________
(the "Holder") is the registered owner of ________________ (_______) Preferred
Securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the DEFS Capital Trust I _____ % Trust
Preferred Securities (Liquidation Amount $________ per Preferred Security) (the
"Preferred Securities"). The Preferred Securities are transferable on the books
and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section 5.04 of the Trust Agreement (as defined below). The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Preferred Securities are set forth in, and this certificate
and the Preferred Securities represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust, dated as of ____________, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Preferred Securities as set forth therein. The holder of this
certificate is entitled to the benefits of a guarantee by Duke Energy Field
Services, LLC, a Delaware limited liability company (the "Company"), pursuant to
a Guarantee Agreement between the Company and JPMorgan Chase Bank, as guarantee
trustee, dated as of ___________, as the same may be amended from time to time
(the "Guarantee"), to the extent provided therein. The Trust will furnish a copy
of the Trust Agreement and the Guarantee to the





                                      D-1
<PAGE>

holder of this certificate without charge upon written request to the Trust at
its principal place of business or registered office.

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




                                      D-2
<PAGE>


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

                                 DEFS CAPITAL TRUST I


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


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


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


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

                          CERTIFICATE OF AUTHENTICATION

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



                                 JPMORGAN CHASE BANK, as Property Trustee

                                 By:
                                    ----------------------------------------
                                    [name]
                                    [title]




                                      D-3
<PAGE>


                                   ASSIGNMENT

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


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

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

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


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


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

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

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


(Insert address and zip code of assignee)

and irrevocably appoints


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

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

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


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

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

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

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



                                      D-4