<PAGE>

                                                                    EXHIBIT 4.10

================================================================================



                           CHITTENDEN CAPITAL TRUST __

                      AMENDED AND RESTATED TRUST AGREEMENT

                                  by and among

                             CHITTENDEN CORPORATION,
                                   as Sponsor

                              THE BANK OF NEW YORK,
                               as Property Trustee

                        THE BANK OF NEW YORK (DELAWARE),
                               as Delaware Trustee

                                       and

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                                   _____, 20__


================================================================================

<PAGE>


                            CROSS-REFERENCE TABLE (1)
<TABLE>
<CAPTION>
SECTION OF TRUST                                                      SECTION OF
INDENTURE ACT OF                                                           TRUST
1939, AS AMENDED                                                       AGREEMENT
----------------                                                       ---------
<S>                                                          <C>
310(a) ....................................................               6.3
310(b) ....................................................       6.3(c); 6.3(d)
310(c) ....................................................         Inapplicable
311(a) ....................................................       2.2(b); 6.3(c)
311(b) ....................................................       2.2(b); 6.3(c)
311(c) ....................................................         Inapplicable
312(a) ....................................................               2.2(a)
312(b) ....................................................               2.2(b)
312(c) ....................................................               2.2(c)
313(a) ....................................................               2.3
313(b) ....................................................               2.3
313(c) ....................................................               2.3
313(d) ....................................................               2.3
314(a) ....................................................               2.4
314(b) ....................................................         Inapplicable
314(c) ....................................................               2.5
314(d) ....................................................         Inapplicable
314(e) ....................................................               2.5
314(f) ....................................................         Inapplicable
315(a) ....................................................      3.9(b); 3.10(a)
315(b) ....................................................               2.7(a)
315(c) ....................................................               3.9(a)
315(d) ....................................................               3.9(b)
316(a) ....................................................  2.6; 7.5(b); 7.6(c)
316(b) ....................................................           11.1(c)(i)
316(c) ....................................................       3.6(e); 7.2(e)
317(a) ....................................................              3.16
317(b) ....................................................               3.8(h)
318(a) ....................................................               2.1(c)
</TABLE>

(1)  This Cross-Reference Table does not constitute part of the Trust Agreement
     and shall not have any bearing upon the interpretation of any of its terms
     or provisions.

<PAGE>

                                TABLE OF CONTENTS

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

         Section 1.1   Interpretation and Definitions...................................    1

ARTICLE II - TRUST INDENTURE ACT........................................................    8

         Section 2.1   Trust Indenture Act; Application.................................    8
         Section 2.2   Lists of Holders of Securities...................................    9
         Section 2.3   Reports by the Property Trustee..................................    9
         Section 2.4   Periodic Reports to the Property Trustee.........................    9
         Section 2.5   Evidence of Compliance with Conditions Precedent.................   10
         Section 2.6   Trust Enforcement Events; Waiver.................................   10
         Section 2.7   Trust Enforcement Event; Notice..................................   11

ARTICLE III - ORGANIZATION..............................................................   12

         Section 3.1   Name and Organization............................................   12
         Section 3.2   Office...........................................................   12
         Section 3.3   Purpose..........................................................   12
         Section 3.4   Authority........................................................   12
         Section 3.5   Title to Property of the Trust...................................   13
         Section 3.6   Powers and Duties of the Administrative Trustees.................   13
         Section 3.7   Prohibition of Actions by the Trust and the Trustees.............   15
         Section 3.8   Powers and Duties of the Property Trustee........................   16
         Section 3.9   Certain Duties and Responsibilities of the Property Trustee......   18
         Section 3.10  Certain Rights of Property Trustee...............................   20
         Section 3.11  Delaware Trustee.................................................   22
         Section 3.12  Execution of Documents...........................................   22
         Section 3.13  Not Responsible for Recitals or Issuance of Securities...........   22
         Section 3.14  Duration of Trust................................................   23
         Section 3.15  Mergers..........................................................   23
         Section 3.16  Property Trustee May File Proofs of Claim........................   24

ARTICLE IV - SPONSOR....................................................................   25

         Section 4.1   Responsibilities of the Sponsor..................................   25
         Section 4.2   Expenses.........................................................   26

ARTICLE V - COMMON SECURITIES HOLDER....................................................   26

         Section 5.1   Sponsor's Purchase of Common Securities..........................   26
         Section 5.2   Covenants of the Common Securities Holder........................   26
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                 <C>
ARTICLE VI - TRUSTEES.... ......................................................................    27

         Section 6.1     Number of Trustees.....................................................    27
         Section 6.2     Delaware Trustee; Eligibility..........................................    27
         Section 6.3     Property Trustee; Eligibility..........................................    28
         Section 6.4     Qualifications of Administrative Trustees and Delaware Trustee
                         Generally..............................................................    28
         Section 6.5     Initial Administrative Trustees........................................    28
         Section 6.6     Appointment, Removal and Resignation of Trustees.......................    29
         Section 6.7     Vacancies among Trustees...............................................    30
         Section 6.8     Effect of Vacancies....................................................    30
         Section 6.9     Meetings...............................................................    30
         Section 6.10    Delegation of Power....................................................    31
         Section 6.11    Merger, Conversion, Consolidation or Succession to Business............    31

ARTICLE VII - TERMS OF SECURITIES...............................................................    32

         Section 7.1     General Provisions Regarding Securities................................    32
         Section 7.2     Distributions..........................................................    34
         Section 7.3     Repayment and Redemption of Securities.................................    36
         Section 7.4     Redemption Procedures..................................................    36
         Section 7.5     Voting Rights of Capital Securities....................................    38
         Section 7.6     Voting Rights of Common Securities.....................................    39
         Section 7.7     Paying Agent...........................................................    41
         Section 7.8     Listing................................................................    41
         Section 7.9     Transfer of Securities.................................................    41
         Section 7.10    Mutilated, Destroyed, Lost or Stolen Certificates......................    42
         Section 7.11    Deemed Security Holders................................................    43
         Section 7.12    Global Securities......................................................    43

ARTICLE VIII - DISSOLUTION AND TERMINATION OF TRUST.............................................    45

         Section 8.1     Dissolution and Termination of Trust...................................    45
         Section 8.2     Liquidation Distribution Upon Dissolution of the Trust.................    46

ARTICLE IX - LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, DELAWARE TRUSTEES OR OTHERS......    47

         Section 9.1     Liability..............................................................    47
         Section 9.2     Exculpation............................................................    47
         Section 9.3     Fiduciary Duty.........................................................    48
         Section 9.4     Indemnification........................................................    49
         Section 9.5     Indemnification and Fees and Expenses of the Trustees..................    51
         Section 9.6     Compensation of the Trustees...........................................    51
         Section 9.7     Outside Businesses.....................................................    51
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                            <C>
ARTICLE X - ACCOUNTING......................................................................   52

         Section 10.1   Fiscal Year.........................................................   52
         Section 10.2   Certain Accounting Matters..........................................   52
         Section 10.3   Banking.............................................................   52
         Section 10.4   Withholding.........................................................   52

ARTICLE XI - AMENDMENTS AND MEETINGS........................................................   53

         Section 11.1   Amendments..........................................................   53
         Section 11.2   Meetings of the Holders of Securities; Action by Written Consent....   55

ARTICLE XII - REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE.....................    56

         Section 12.1   Representations and Warranties of the Property Trustee..............   56
         Section 12.2   Representations and Warranties of the Delaware Trustee..............   57

ARTICLE XIII - MISCELLANEOUS................................................................   58

         Section 13.1   Notices.............................................................   58
         Section 13.2   Governing Law.......................................................   59
         Section 13.3   Intention of the Parties............................................   59
         Section 13.4   Headings............................................................   59
         Section 13.5   Successors and Assigns..............................................   59
         Section 13.6   Partial Enforceability..............................................   59
         Section 13.7   Counterparts........................................................   59
</TABLE>

EXHIBIT A - Capital Security Certificate
EXHIBIT B - Common Security Certificate

                                      iii

<PAGE>


                      AMENDED AND RESTATED TRUST AGREEMENT

         This AMENDED AND RESTATED TRUST AGREEMENT (the "Trust Agreement"),
dated as of ________, 20__, is entered into by and among (i) CHITTENDEN
CORPORATION, a Vermont corporation (the "Sponsor"), (ii) THE BANK OF NEW YORK, a
banking corporation organized under the laws of the State of New York, as
property trustee (in such capacity, the "Property Trustee"), (iii) THE BANK OF
NEW YORK (DELAWARE), as Delaware trustee (the "Delaware Trustee"), (iv)
_________________________, an individual, ______________________, an individual,
and __________________________, an individual, each of whose address is c/o
Chittenden Corporation, Two Burlington Square, Burlington Vermont 05401 (each,
an "Administrative Trustee" and collectively, the "Administrative Trustees")
(the Property Trustee, the Delaware Trustee and the Administrative Trustees are
referred to collectively as the "Trustees") and (v) the several Holders, as
hereinafter defined.

                                    RECITALS

         WHEREAS, certain of the Trustees and the Sponsor established CHITTENDEN
CAPITAL TRUST __ (the "Trust"), a business trust under the Business Trust Act
(as defined, together with other capitalized terms, herein) pursuant to a Trust
Agreement dated as of ________, 2002 (the "Original Trust Agreement"), and a
Certificate of Trust (the "Certificate of Trust") filed with the Secretary of
State of the State of Delaware on ________, 2002;

         WHEREAS, the sole purpose of the Trust shall be to issue and sell
certain securities representing undivided beneficial interests in the assets of
the Trust, investing the proceeds thereof in certain Debentures issued by the
Debenture Issuer and to engage in only those activities necessary or incidental
thereto; and

         WHEREAS, the parties hereto, by this Trust Agreement, amend and restate
each and every term and provision of the Original Trust Agreement.

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Trust Agreement constitute the governing instrument of such business trust,
the Trustees hereby declare that all assets contributed to the Trust be held in
trust for the benefit of the Holders of the Securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the
provisions of this Trust Agreement.

                   ARTICLE I - INTERPRETATION AND DEFINITIONS

     Section 1.1 Interpretation and Definitions. Unless the context otherwise
     ----------- ------------------------------
requires:

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

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

<PAGE>


            (c)  all references to "the Trust Agreement" or "this Trust
Agreement" are to this Trust Agreement as modified, supplemented or amended from
time to time;

            (d)  all references in this Trust Agreement to Articles, Sections,
Recitals and Exhibits are to Articles and Sections of, or Recitals and Exhibits
to, this Trust Agreement unless otherwise specified;

            (e)  unless otherwise defined in this Trust Agreement, a term
defined in the Trust Indenture Act has the same meaning when used in this Trust
Agreement;

            (f)  a reference to the singular includes the plural and vice versa
and a reference to any masculine form of a term shall include the feminine form
of a term, as applicable; and

            (g)  the following terms have the following meanings:

         "Additional Interest" has the meaning specified in Section 7.2(b).

         "Administrative Trustee" means any Trustee other than the Property
Trustee and the Delaware Trustee.

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

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

         "Beneficial Owners" means, for Capital Securities represented by a
Global Security, the Person who acquires an interest in the Capital Securities
which is reflected on the records of the Depositary through the Depositary
Participants.

         "Business Day" means any day other than (i) a Saturday or Sunday, (ii)
a day on which banking institutions in the Borough of Manhattan, The City of New
York or Burlington, Vermont are authorized or required by law or executive order
to remain closed or (iii) a day on which the Corporate Trust Office of the
Debenture Trustee or the principal office of the Property Trustee is closed for
business.

         "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, or
                          -- ---
any successor legislation.

         "Capital Security" has the meaning specified in Section 7.1(a)(i).

         "Capital Security Certificate" means a definitive certificate in fully
registered form representing a Capital Security, substantially in the form of
Exhibit A.
---------

         "Certificate" means a Common Security Certificate or a Capital Security
Certificate.

         "Certificate of Trust" has the meaning specified in the Recitals
hereto.

                                       2

<PAGE>


         "Closing Date" means the date on which the Capital Securities are
issued and sold.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor legislation. A reference to a specific section of the
Code refers not only to such specific section but also to any corresponding
provision of any federal tax statute enacted after the date of this Trust
Agreement, as such specific section or corresponding provision is in effect on
the date of application of the provisions of this Trust Agreement containing
such reference.

         "Commission" means the Securities and Exchange Commission or any
successor thereto.

         "Common Securities Holder" means Chittenden Corporation, or any
successor thereto, in its capacity as purchaser and holder of all of the Common
Securities issued by the Trust.

         "Common Securities Subscription Agreement" means the Common Securities
Subscription Agreement, dated as of the Closing Date, between the Trust and the
Sponsor relating to the Common Securities.

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

         "Common Security Certificate" means a definitive certificate in fully
registered form representing a Common Security, substantially in the form of
Exhibit B hereto.
---------

         "Compounded Distributions" has the meaning specified in Section 7.2(b).

         "Corporate Trust Office" means the principal office of the Property
Trustee at which at any particular time its corporate trust business shall be
administered, which office on the date of execution of this Trust Agreement is
located at [insert address], Attention: Corporate Trust Administration.

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

         "Creditor" has the meaning set forth in Section 4.2.

         "Debenture Issuer" means Chittenden Corporation, or any successor
thereto under the Indenture, in its capacity as issuer of the Debentures under
the Indenture.

         "Debenture Issuer Indemnified Person" means (a) any Administrative
Trustee; (b) any Affiliate of any Administrative Trustee; (c) any officers,
directors, shareholders, members, partners, employees, representatives or agents
of any Administrative Trustee or any Affiliate thereof; or (d) any officer,
employee or agent of the Trust or its Affiliates.

         "Debenture Subscription Agreement" means the Subordinated Debenture
Subscription Agreement, dated as of the Closing Date, between the Sponsor and
the Trust in respect of the Debentures.

                                       3

<PAGE>

         "Debenture Trustee" means The Bank of New York, in its capacity as
trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.

         "Debentures" means the series of junior subordinated debentures to be
issued by the Debenture Issuer under the Indenture designated the "__% Junior
Subordinated Debentures due ____" and held by the Property Trustee.

         "Delaware Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.2.

         "Depositary" means, with respect to Securities issuable in whole or in
part in the form of one or more Global Securities, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such
Securities.

         "Depositary Participant" means a member of, or participant in, the
Depositary.

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

         "Distribution" means a distribution payable to Holders of Securities in
accordance with Section 7.2.

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

         "Extension Period" has the meaning specified in Section 7.2(c).

         "Federal Reserve" means the Board of Governors of the Federal Reserve
System, or any successor thereto.

         "Fiscal Year" has the meaning specified in Section 10.1.

         "Global Securities" means fully registered, global Capital Securities
registered in the name of the Depositary or its nominee, evidencing the Capital
Securities.

         "Guarantee" means the Guarantee Agreement, dated as of the Closing
Date, of the Sponsor in respect of the Securities.

         "Holder" means any holder of Securities, as registered on the books and
records of the Trust.

         "Indemnified Person" means a Debenture Issuer Indemnified Person and
the Property Trustee, the Delaware Trustee and each of their respective
officers, directors, shareholders, members, partners, employees,
representatives, nominees, custodians or agents.

         "Indenture" means the Indenture, dated as of ________, 20__ between the
Debenture Issuer and The Bank of New York, as Trustee, pursuant to which the
Debentures are to be issued.

         "Indenture Event of Default" has the meaning given to the term "Event
of Default" in the Indenture.

                                       4

<PAGE>

         "Investment Company" means an investment company as defined in the
Investment Company Act and the regulations promulgated thereunder.

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

         "Investment Company Event" means the receipt by the Sponsor and the
Trust of an opinion of counsel (which may be the Sponsor's counsel or counsel of
an Affiliate of the Sponsor, but not an employee, and which must be reasonably
acceptable to the Property Trustee) experienced in matters relating to
investment companies, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), there is more than an insubstantial risk
that the Trust is or will be considered an "investment company" that is required
to be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the Closing Date.

         "Legal Action" has the meaning specified in Section 3.6(g).

         "Liquidation" has the meaning specified in Section 8.2(a).

         "Liquidation Distribution" has the meaning specified in Section 8.2(a).

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

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

         "NYSE" means The New York Stock Exchange, Inc., or any successor
thereto.

         "Officer's Certificate" means, with respect to any Person, a
certificate signed on behalf of such Person by an Authorized Officer of such
Person. Any Officer's Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement shall include:

               (i)  a statement that such officer signing the Officer's
         Certificate has read the covenant or condition and the definitions
         relating thereto;

               (ii) a brief statement of the nature and scope of the examination
         or investigation undertaken by such officer on behalf of such Person in
         rendering the Officer's Certificate;

                                       5

<PAGE>

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

               (iv)  a statement as to whether, in the opinion of such officer
         acting on behalf of such Person, such condition or covenant has been
         complied with;

provided that the term "Officer's Certificate," when used with reference to
Administrative Trustees who are natural persons shall mean a certificate signed
by one or more of the Administrative Trustees which otherwise satisfies the
foregoing requirements.

         "Original Trust Agreement" has the meaning specified in the Recitals.

         "Paying Agent" has the meaning specified in Section 3.8(h).

         "Payment Amount" has the meaning specified in Section 7.2(d).

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

         "Property Account" has the meaning specified in Section 3.8(c).

         "Property Trustee" means the Trustee meeting the eligibility
requirements set forth in Section 6.3.

         "Pro Rata" means pro rata to each Holder of Securities according to the
aggregate liquidation amount of the Securities held by the relevant Holder in
relation to the aggregate liquidation amount of all Securities outstanding.

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

         "Redemption/Distribution Notice" has the meaning specified in Section
7.4(a).

         "Redemption Price" means the amount for which the Securities will be
redeemed, which amount will equal (i) the redemption price paid by the Debenture
Issuer to repay or redeem, in whole or in part, the Debentures held by the Trust
which shall include accumulated and unpaid Distributions on such Securities
through the date of their redemption or (ii) such lesser amount as will be
received by the Trust in respect of the Debentures so repaid or redeemed.

         "Regulatory Capital Event" means the reasonable determination by the
Sponsor that, as a result of (a) any amendment to, or change (including any
announced prospective change) in, the laws (or any regulations thereunder) of
the United States or (b) any official or administrative pronouncement or action
or judicial decision for interpreting or applying such laws or regulations,
which amendment or change is effective or such pronouncement or decision is

                                       6

<PAGE>


announced on or after the date of original issuance of the Capital Securities,
there is more than an insubstantial risk of impairment of the Sponsor's ability
to treat the Capital Securities (or any substantial portion thereof) as Tier 1
capital (or its then equivalent) for purposes of the capital adequacy guidelines
of the Federal Reserve in effect and applicable to the Sponsor.

         "Responsible Officer" means, with respect to the Property Trustee, any
officer with direct responsibility for the administration of this Trust
Agreement and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

         "Securities" means the Common Securities and the Capital Securities.

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

         "Security Register" has the meaning specified in Section 7.9(c).

         "Security Registrar" has the meaning specified in Section 7.9(c).

         "Special Event" means a Tax Event, a Regulatory Capital Event or an
Investment Company Event.

         "Sponsor" means Chittenden Corporation, a Vermont corporation, or any
successor entity in a merger, consolidation, amalgamation or replacement by or
conveyance, transfer or lease of its properties substantially as an entirety, in
its capacity as sponsor of the Trust.

         "Successor Delaware Trustee" has the meaning specified in Section
6.6(b).

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

         "Successor Property Trustee" has the meaning specified in Section
6.6(b).

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

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

         "Tax Counsel" means tax counsel which may be the Sponsor's counsel or
counsel of an Affiliate, but not an employee, and which must be reasonably
acceptable to the Property Trustee.

         "Tax Event" means the receipt by the Sponsor or the Trust of an opinion
of Tax Counsel experienced in such matters, to the effect that, as a result of
(a) any amendment to, or change (including any announced prospective change) in,
the laws (or any regulations thereunder) of the United States or any political
subdivision or taxing authority thereof or therein, or (b) as a result of any
official administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which amendment or change is
effective or which pronouncement, action or decision is announced on or after
the date of issuance of the Capital Securities by the Trust, there is more than
an insubstantial risk that (i) the Trust is, or will be within 90 days of the
date of such opinion, subject to the United States federal income tax with

                                       7

<PAGE>

respect to income received or accrued on the Debentures, (ii) interest payable
by the Debenture Issuer on the Debentures is not, or within 90 days of the date
of such opinion will not be, deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes, or (iii) the Trust is, or
will be within 90 days of the date of such opinion, subject to more than a de
minimus amount of other taxes, duties or other governmental charges.

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

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

         "Trust" has the meaning specified in the Recitals.

         "Trust Enforcement Event" in respect of the Securities means an
Indenture Event of Default has occurred and is continuing in respect of the
Debentures.

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

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

                        ARTICLE II - TRUST INDENTURE ACT

     Section 2.1 Trust Indenture Act; Application.
     ----------- --------------------------------

             (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.

                                       8

<PAGE>

               (c) If and to the extent that any provision of this Trust
Agreement conflicts with the duties imposed by Sections 310 to 317, inclusive,
of the Trust Indenture Act, such imposed duties shall control.

               (d) The application of the Trust Indenture Act to this Trust
Agreement shall not affect the Trust's classification as a grantor trust for
United States federal income tax purposes.

     Section 2.2 Lists of Holders of Securities.
     ----------- ------------------------------

               (a) Each of the Sponsor and the Administrative Trustees on behalf
of the Trust shall provide the Property Trustee (i) except while the Capital
Securities are represented by one or more Global Securities, at least five
Business Days prior to the date for payment of Distributions, a list, in such
form as the Property Trustee may reasonably require, of the names and addresses
of the Holders of the Securities ("List of Holders") as of the record date
relating to the payment of such Distributions, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request from the Property
Trustee for a List of Holders, as of a date no more than 15 days before such
List of Holders is given to the Property Trustee; provided that neither the
Sponsor nor the Administrative Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Property Trustee by
the Sponsor and the Administrative Trustees on behalf of the Trust. The Property
Trustee shall preserve, in as current a form as is reasonably practicable, all
information contained in Lists of Holders given to it or which it receives in
the capacity as Paying Agent (if acting in such capacity); provided that the
Property Trustee may destroy any List of Holders previously given to it on
receipt of a new List of Holders.

               (b) The Property Trustee shall comply with its obligations under,
and shall be entitled to the benefits of, Sections 311(a), 311(b) and 312(b) of
the Trust Indenture Act.

               (c) Every Holder of Securities, by receiving and holding the
same, agrees with the Trust and the Trustees that neither the Trust nor any
Trustee (nor any agent of any of them) shall be held accountable by reason of
the disclosure of information as to the names and addresses of Holders made
pursuant to Section 312(b) of the Trust Indenture Act.

     Section 2.3 Reports by the Property Trustee. Within 60 days after ______ of
     ----------- -------------------------------
each year (commencing with the year of the first anniversary of the issuance of
the Capital Securities), the Property Trustee shall provide to the Holders of
the Capital Securities such reports as are required by Section 313 of the Trust
Indenture Act, if any, in the form and in the manner provided by Section 313 of
the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of Section 313(d) of the Trust Indenture Act.

     Section 2.4 Periodic Reports to the Property Trustee. Each of the Sponsor
     ----------- ----------------------------------------
and the Administrative Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as required by Section
314(a) of the Trust Indenture Act, if any, and the compliance certificate
required by Section 314(a) of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314(a) of the Trust Indenture Act, but in
no event later than 120 days after the end of each calendar year.

                                       9

<PAGE>

     Section 2.5   Evidence of Compliance with Conditions Precedent. Each of the
     -----------   ------------------------------------------------
Sponsor and the Administrative Trustees on behalf of the Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent,
if any, provided for in this Trust Agreement that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) may be
given in the form of an Officer's Certificate.

     Section 2.6   Trust Enforcement Events; Waiver.
     -----------   --------------------------------

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

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

                   (ii)  requires the consent or vote of the Holders of greater
     than a majority in aggregate principal amount of the Debentures affected
     thereby (a "Super Majority") to be waived under the Indenture, the related
     Trust Enforcement Event under the Trust Agreement may only be waived by the
     vote or written consent of the Holders of at least the proportion in
     liquidation amount of the Capital Securities that the relevant Super
     Majority represents of the aggregate principal amount of the Debentures
     outstanding.

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

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

                   (i)   is not waivable under the Indenture, except where the

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

                                       10

<PAGE>

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

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

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

     Section 2.7   Trust Enforcement Event; Notice.
     -----------   -------------------------------

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

                                       11

<PAGE>

any default of the character specified in Section 5.1(3) of the Indenture, no
such notice to Holders of the Securities shall be given until at least 30 days
after the occurrence thereof.

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

                   (i)   a default under Sections 5.1(1) and 5.1(2) of the
     Indenture; or

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

                           ARTICLE III - ORGANIZATION

     Section 3.1   Name and Organization. The Trust hereby continued is named
     -----------   ---------------------
"Chittenden Capital Trust __" as such name may be modified from time to time by
the Administrative Trustees following written notice to the Holders of
Securities, the Property Trustee and the Delaware Trustee. The Trust's
activities may be conducted under the name of the Trust or any other name deemed
advisable by the Administrative Trustees.

     Section 3.2   Office. The address of the principal office of the Trust is
     -----------   ------
c/o Chittenden Corporation, Two Burlington Square, Burlington, Vermont 05401. On
ten Business Days' written notice to the Holders of Securities, the
Administrative Trustees may designate another principal office.

     Section 3.3   Purpose. The exclusive purposes and functions of the Trust
     -----------   -------
are (a) to issue and sell its Securities in exchange for cash and to use the
aggregate proceeds of such sales to purchase a corresponding amount of the
Debentures, and (b) except as otherwise limited herein, to engage in only those
other activities necessary or incidental thereto. As more specifically provided
in Section 3.7, the Trust shall not borrow money, incur debt or reinvest
proceeds derived from investments, pledge any of its assets or otherwise
undertake (or permit to be undertaken) any activity that would cause the Trust
to be classified as other than a grantor trust for United States federal income
tax purposes. By the acceptance of this Trust, the Trustees, the Sponsor, the
Holders of the Capital Securities and Common Securities, and the Capital
Securities Beneficial Owners agree to treat the Trust as a grantor trust for
United States federal income tax purposes and not to take any position which is
contrary to such classification.

     Section 3.4   Authority. Subject to the limitations provided in this Trust
     -----------   ---------
Agreement and to the specific duties of the Property Trustee, the Administrative
Trustees shall have exclusive authority to carry out the purposes of the Trust.
An action taken by the Administrative Trustees in accordance with their powers
shall constitute the act of and serve to bind the Trust and an action taken by
the Property Trustee on behalf of the Trust in accordance with its powers shall
constitute the act of and serve to bind the Trust. In dealing with the Trustees
acting on behalf of the Trust, no Person shall be required to inquire into the
authority of the Trustees to bind the Trust. Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of the Trustees as set
forth in this Trust Agreement.

                                       12

<PAGE>

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

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

           (c)     An 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 purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6; provided that such person is a United States Person as
defined in Section 7701(a)(30) of the Code.

     Section 3.5   Title to Property of the Trust. Except as provided in Section
     -----------   ------------------------------
3.8 with respect to the Debentures and the Property Account or as otherwise
provided in this Trust Agreement, legal title to all assets of the Trust shall
be vested in the Trust. The Holders shall not have legal title to any part of
the assets of the Trust, but shall have an undivided beneficial ownership
interest in the assets of the Trust.

     Section 3.6   Powers and Duties of the Administrative Trustees. The
     -----------   ------------------------------------------------
Administrative Trustees shall have the exclusive power, duty and authority, and
are hereby authorized and directed, to cause the Trust to engage in the
following activities:

           (a)     to establish the terms and form of the Capital Securities and
the Common Securities in the manner specified in Section 7.1, to execute, enter
into, deliver and perform the Common Securities Subscription Agreement, and to
execute, deliver, issue and sell the Securities in accordance with this Trust
Agreement; provided, however, that the Trust may issue no more than one series
of Capital Securities and no more than one series of Common Securities; and
provided further that there shall be no interests in the Trust other than the
Securities, and the issuance of Securities shall be limited to a simultaneous
issuance of both Capital Securities and Common Securities on the Closing Date;

           (b)     in connection with the issuance of the Capital Securities, at
the direction of the Sponsor, to execute and file any documents prepared by the
Sponsor, or take any acts as determined by the Sponsor to be necessary, in order
to qualify or register all or part of the Capital Securities for sale under
federal and state securities laws;

           (c)     to execute, enter into and deliver the Debenture Subscription
Agreement and to acquire the Debentures in exchange for the aggregate proceeds
from the issuance and sale of the Capital Securities and the Common Securities;
provided, however, that the Administrative Trustees shall cause legal title to
the Debentures to be held of record in the name of the Property Trustee for the
benefit of the Holders;

           (d)     to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Special Event; provided that the Administrative
Trustees shall consult with the

                                       13

<PAGE>

Sponsor and the Property Trustee before taking or refraining from taking any
action in relation to any such Special Event;

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

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

           (g)     to bring or defend, pay, collect, compromise, arbitrate,
resort to legal action or otherwise adjust claims or demands of or against the
Trust ("Legal Action"), unless, pursuant to Section 3.8(e), the Property Trustee
has the exclusive power to bring such Legal Action;

           (h)     to employ or otherwise engage employees and agents (who may
be designated as officers with titles) and managers, contractors, advisors and
consultants to conduct only those services that the Administrative Trustees have
authority to conduct directly, and to pay reasonable compensation for such
services; provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code;

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

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

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

           (l)     to act as, or appoint another Person to act as, registrar and
transfer agent for the Securities;

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

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

                                       14

<PAGE>

         (o) to take any action, not inconsistent with this Trust Agreement or
applicable law, that the Administrative Trustees determine in their discretion
to be necessary or desirable in carrying out the purposes and functions of the
Trust as set out in Section 3.3 or the activities of the Trust as set out in
this Section 3.6, including, but not limited to:

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

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

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

     (and, for purposes specified in (i) through (iii) above, the Sponsor is
     also hereby authorized to take any such action not inconsistent with
     applicable law that it determines to be necessary or desirable);

         (p) 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 on behalf of the Trust; and

         (q) to execute and deliver all documents or instruments, perform all
duties and powers, and do all things for and on behalf of the Trust in all
matters necessary or incidental to the foregoing.

     The Administrative Trustees shall exercise the powers set forth in this
Section 3.6 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Administrative Trustees shall have no
power to, and shall not, take any action that is inconsistent with the purposes
and functions of the Trust set forth in Section 3.3.

     Subject to this Section 3.6, the Administrative Trustees shall have none of
the powers or the authority of the Property Trustee set forth in Section 3.8.
The Administrative Trustees may take all other actions on behalf of the Trustee
that are not specifically required by this Trust Agreement to be taken by any
other Trustee. Any expenses incurred by the Administrative Trustees pursuant to
this Section 3.6 shall be reimbursed by the Debenture Issuer.

     Section 3.7 Prohibition of Actions by the Trust and the Trustees. The Trust
     ----------- ----------------------------------------------------
shall not, and none of the Trustees (including the Property Trustee) shall cause
the Trust to, engage in any activity other than as required or authorized by
this Trust Agreement. In particular, the Trust shall not and none of the
Trustees (including the Property Trustee) shall cause the Trust to:

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

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


                                       15

<PAGE>

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

         (d) make any loans (other than those represented by the Debentures) or
incur any indebtedness;

         (e) possess any power or otherwise act in such a way as to vary the
Trust assets;

         (f) possess any power or otherwise act in such a way as to vary the
terms of the Securities in any way whatsoever (except to the extent expressly
authorized in this Trust Agreement or by the terms of the Securities);

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

         (h) other than as provided in this Trust Agreement or by the terms of
the Securities, (A) direct the time, method and place of exercising any trust or
power conferred upon the Debenture Trustee with respect to the Debentures, (B)
waive any past default that is waivable under the Indenture, (C) exercise any
right to rescind or annul any declaration that the principal of all the
Debentures shall be due and payable, or (D) consent to any amendment,
modification or termination of the Indenture or the Debentures where such
consent shall be required, unless the Trust shall have received an opinion of
Tax Counsel to the effect that such modification will not cause more than an
insubstantial risk that the Trust will be deemed an Investment Company required
to be registered under the Investment Company Act or that the Trust will be
classified as other than a grantor trust for United States federal income tax
purposes;

         (i) take any action inconsistent with the status of the Trust as a
grantor trust for United States federal income tax purposes; or

         (j) revoke any action previously authorized or approved by vote of the
Holders of the Capital Securities.

     Section 3.8 Powers and Duties of the Property Trustee.
     ----------- -----------------------------------------

         (a) The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee for the benefit of the Trust and the
Holders of the Securities. The right, title and interest of the Property Trustee
to the Debentures shall vest automatically in each Person who may hereafter be
appointed as Property Trustee in accordance with Section 6.6. Such vesting and
cessation of title shall be effective whether or not conveyancing documents with
regard to the Debentures have been executed and delivered.

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

         (c) The Property Trustee shall:

                                       16

<PAGE>

               (i)   establish and maintain a segregated non-interest bearing
     trust account (the "Property Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Holders of the
     Securities and, upon the receipt of payments of funds made in respect of
     the Debentures held by the Property Trustee, deposit such funds into the
     Property Account and make payments to the Holders of the Capital Securities
     and Holders of the Common Securities from the Property Account in
     accordance with Section 7.2. Funds in the Property Account shall be held
     uninvested until disbursed in accordance with this Trust Agreement. The
     Property Account shall be an account that is maintained with a banking
     institution the rating on whose long-term unsecured indebtedness is at
     least equal to the rating assigned to the Capital Securities by a
     "nationally recognized statistical rating organization," within the meaning
     of Rule 436(g)(2) under the Securities Act;

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

               (iii) upon written notice of distribution issued by the
     Administrative Trustees in accordance with the terms of the Securities,
     engage in such ministerial activities as so directed and as shall be
     necessary or appropriate to effect the distribution of the Debentures to
     Holders of Securities upon the occurrence of a Special Event or otherwise
     in accordance with the terms of the Indenture or this Trust Agreement.

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

         (e)   The Property Trustee shall take any Legal Action which arises out
of or in connection with a Trust Enforcement Event of which a Responsible
Officer of the Property Trustee has actual knowledge or the Property Trustee's
duties and obligations under this Trust Agreement or the Trust Indenture Act. If
Property Trustee fails to enforce its rights under the Debentures after a Holder
of Securities has made a written request in accordance with the terms of this
Trust Agreement, such Holder of Securities may, to the extent permitted by
applicable law, institute a legal proceeding against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person. Notwithstanding the foregoing, if a Trust Enforcement Event has occurred
and is continuing and such event is attributable to the failure of the Debenture
Issuer to make any interest, principal or other required payments when due under
the Indenture, then a Holder of Capital Securities may directly institute a
proceeding against the Debenture Issuer for enforcement of payment to such
Holder of such unpaid amounts on Debentures having a principal amount equal to
the aggregate liquidation amount of the Capital Securities of such Holder (a
"Direct Action") on or after the respective due date specified in the
Debentures. Notwithstanding anything to the contrary in this Trust Agreement or
the Indenture, the Debenture Issuer shall have the right to set-off any payment
it is otherwise required to make under the Indenture in respect of any Capital
Security to the extent the Debenture Issuer has heretofore made, or is currently
on the date of such payment making, a payment under the Guarantee relating to
such Capital Security or under Section 5.8 of the Indenture.

                                       17

<PAGE>

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

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

                 (ii) a Successor Property Trustee has been appointed and has
     accepted that appointment in accordance with Section 6.6.

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

         (h)     The Property Trustee may authorize one or more Persons (each, a
"Paying Agent") to pay Distributions, redemption payments or liquidation
payments on behalf of the Trust with respect to all Securities and any such
Paying Agent shall comply with Section 317(b) of the Trust Indenture Act. Any
Paying Agent may be removed by the Property Trustee at any time and a successor
Paying Agent or additional Paying Agents may be appointed at any time by the
Property Trustee.

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

     The Property Trustee shall exercise the powers set forth in this Section
3.8 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3, and the Property Trustee shall have no power to, and
shall not, take any action that is inconsistent with the purposes and functions
of the Trust set out in Section 3.3.

     Section 3.9 Certain Duties and Responsibilities of the Property Trustee.
     ----------- -----------------------------------------------------------

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

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

                                       18

<PAGE>

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

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

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

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

               (iii) the Property Trustee shall not be liable with respect to
     any action taken or omitted to be taken by it without negligence and in
     good faith in accordance with the direction of the Holders of not less than
     a Majority in Liquidation Amount of the Securities relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Property Trustee, or exercising any trust or power conferred upon the
     Property Trustee under this Trust Agreement;

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

                                       19

<PAGE>

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

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

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

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

     Section 3.10 Certain Rights of Property Trustee.
     ------------ ----------------------------------

         (a)   Subject to the provisions of Section 3.9:

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

               (ii)   any direction or act of the Sponsor or the Administrative
     Trustees contemplated by this Trust Agreement shall be sufficiently
     evidenced by an Officer's Certificate;

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

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

                                       20

<PAGE>

               (v)    the Property Trustee may consult with counsel of its
     choice or other experts and the advice or opinion of such counsel and
     experts with respect to legal matters or advice within the scope of such
     experts' area of expertise shall be full and complete authorization and
     protection in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in accordance with such advice or opinion (such
     counsel may be counsel to the Sponsor or any of its Affiliates, and may
     include any of its employees); and the Property Trustee shall have the
     right at any time to seek instructions concerning the administration of
     this Trust Agreement from any court of competent jurisdiction;

               (vi)   the Property Trustee shall be under no obligation to
     exercise any of the rights or powers vested in it by this Trust Agreement
     at the request or direction of any Holder, unless such Holder shall have
     provided to the Property Trustee such security and indemnity, reasonably
     satisfactory to the Property Trustee, against the reasonable costs,
     expenses (including reasonable attorneys' fees and expenses and the
     reasonable expenses of the Property Trustee's agents, nominees or
     custodians) and liabilities that might be incurred by it in complying with
     such request or direction, including such reasonable advances as may be
     requested by the Property Trustee; provided that nothing contained in this
     Section 3.10(a) shall be taken to relieve the Property Trustee, upon the
     occurrence of a Trust Enforcement Event, of its obligation to exercise the
     rights and powers vested in it by this Trust Agreement;

               (vii)  the Property Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit at the expense of the Sponsor and shall incur
     no liability of any kind by reason of such inquiry or investigation;

               (viii) the Property Trustee may execute any of the trusts or
     powers hereunder or perform any duties hereunder either directly or by or
     through agents, custodians, nominees or attorneys, and the Property Trustee
     shall not be responsible for any misconduct or negligence on the part of
     any agent or attorney appointed with due care by it hereunder; provided
     that such agent, custodian, nominee or attorney is a United States Person
     as defined in Section 7701(a)(30) of the Code;

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

               (x)    whenever in the administration of this Trust Agreement the
     Property Trustee shall deem it desirable to receive instructions with
     respect to enforcing

                                       21

<PAGE>

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

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

                    (xii) without prejudice to any other rights available to the
     Property Trustee under applicable law, when the Property Trustee incurs
     expenses or renders services in connection with a bankruptcy, such expenses
     (including the reasonable fees and expenses of its counsel) and the
     compensation for such services actually and reasonably incurred are
     intended to constitute expenses of administration under any bankruptcy law
     or law relating to creditors rights generally.

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

     Section 3.11   Delaware Trustee. Notwithstanding any other provision of
     ------------   ----------------
this Trust Agreement other than Section 6.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Administrative Trustees or the Property
Trustee described in this Trust Agreement. Except as set forth in Section 6.2,
the Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of Section 3807(a) of the Business Trust Act. In the
event the Delaware Trustee shall at any time be required to take any action or
perform any duty hereunder with respect to the Trust, the Delaware Trustee shall
be entitled to all of the same rights as the Property Trustee listed in Section
3.9(b) and Section 3.10.

     Section 3.12   Execution of Documents. Except as otherwise required by the
     ------------   ----------------------
Business Trust Act or applicable law, any Administrative Trustee is authorized
to execute on behalf of the Trust any documents that the Administrative Trustees
have the power and authority to execute pursuant to Section 3.6.

     Section 3.13   Not Responsible for Recitals or Issuance of Securities. The
     ------------   ------------------------------------------------------
recitals contained in this Trust Agreement and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make no
representations as to the validity or sufficiency of this Trust Agreement, the
Securities, the Debentures or the Indenture.

                                       22

<PAGE>

     Section 3.14  Duration of Trust. The Trust shall exist until dissolved and
     ------------  -----------------
terminated pursuant to the provisions of Article VIII hereof.

     Section 3.15  Mergers.
     ------------  -------

          (a)  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 Person, except as described in Section
3.15(b) and (c) or Section 8.2.

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

               (i)  if the Trust is not the surviving entity, such successor
     entity (the "Successor Entity") either:

                    (A)  expressly assumes all of the obligations of the Trust
                          with respect to the Securities; or

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

               (ii)  the Debenture Issuer expressly appoints a trustee of such
     Successor Entity that possesses the same powers and duties as the Property
     Trustee as the holder of the Debentures;

               (iii) the Capital Securities or any successor Securities are
     listed, or any Successor Securities will be listed upon notification of
     issuance, on any national securities exchange or with any other
     organization on which the Capital Securities are then listed or quoted;

               (iv)  such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease does not cause the Capital Securities
     (including any Successor Securities) to be downgraded by any nationally
     recognized statistical rating organization;

               (v)   such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease does not adversely affect the rights,
     preferences and privileges of the Holders of the Capital Securities
     (including any Successor Securities) in any material respect;

                                       23

<PAGE>

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

              (vii)   prior to such merger, consolidation, amalgamation,
     replacement, conveyance, transfer or lease, the Sponsor has received an
     opinion of counsel to the Trust (which is not an employee of Sponsor and is
     reasonably acceptable to the Property Trustee) experienced in such matters
     to the effect that:

                      (A) such merger, consolidation, amalgamation, replacement,
                          conveyance, transfer or lease does not adversely
                          effect the rights, preferences and privileges of the
                          Holders of the Capital Securities (including any
                          Successor Securities) in any material respect;

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

                      (C) following such merger, consolidation, amalgamation or
                          replacement, the Trust (or the Successor Entity) will
                          continue to be classified as a grantor trust for
                          United States federal income tax purposes;

              (viii)  the Sponsor or any permitted successor or assignee owns
     all of the common securities and guarantees the obligations of such
     Successor Entity under the Successor Securities at least to the extent
     provided by the Guarantee and such Successor Entity expressly assumes all
     of the obligations of the Trust with respect to the Trustees.

          (c) Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in aggregate liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by or
convey, transfer or lease its properties and assets substantially as an entirety
to, any other entity or permit any other entity to consolidate, amalgamate,
merge with or into, or replace it, if such consolidation, amalgamation, merger,
replacement, conveyance, transfer or lease would cause the Trust or Successor
Entity to be classified as other than a grantor trust for United States federal
income tax purposes and each Holder of the Securities not to be treated as
owning an undivided interest in the Debentures.

     Section 3.16  Property Trustee May File Proofs of Claim. In case of the
     ------------  -----------------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other similar judicial
proceeding relative to the Trust or any other obligor upon the Securities or the
property of the Trust or of such other obligor or their creditors, the Property
Trustee (irrespective of whether any Distributions on the Securities shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Property Trustee shall have made any demand on the
Trust for the payment of any past due Distributions) shall be entitled and
empowered, to the fullest extent permitted by law, by intervention in such
proceeding or otherwise:

                                       24

<PAGE>


          (a) to file and prove a claim for the whole amount of any
Distributions owing and unpaid in respect of the Securities (or, if the
Securities are original issue discount Securities, such portion of the
liquidation amount as may be specified in the terms of such Securities) and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Property Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel) and of the Holders allowed in such judicial proceeding; and

          (b) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Property Trustee and, in the event the
Property Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Property Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     Nothing herein contained shall be deemed to authorize the Property Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement adjustment or compensation affecting the
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such proceeding.

                              ARTICLE IV - SPONSOR

     Section 4.1  Responsibilities of the Sponsor. In connection with the issue
     -----------  -------------------------------
of the Capital Securities, the Sponsor shall have the exclusive right and
responsibility to engage in the following activities:

          (a) to prepare for filing by the Trust with the Commission under the
Securities Act or the Exchange Act, and execute on behalf of the Trust, one or
more registration statements on the applicable forms, including any amendments
thereto, pertaining to the Capital Securities, the Guarantee and the Debentures;

          (b) to determine the jurisdictions in which to take appropriate action
to qualify or register for sale all or part of the Capital Securities and to do
any and all such acts, other than actions which must be taken by the Trust, and
advise the Trust of actions it must take, and prepare for execution and filing
any documents to be executed and filed by the Trust, as the Sponsor deems
necessary or advisable in order to comply with the applicable laws of any such
jurisdiction;

          (c) [if so determined by the Sponsor] [in accordance with Section
7.8], to prepare for filing by the Trust an application to the NYSE [or other
stock exchange or automated quotation system] for listing [or quotation] upon
notice of issuance of the Capital Securities; and

          (d) to negotiate the terms of, and execute, an underwriting agreement
and other related agreements providing for the sale of the Capital Securities.

                                       25

<PAGE>

     Section 4.2  Expenses. In connection with the offering, sale and issuance
     -----------  --------
of the Securities by the Trust and the sale of the Debentures by the Debenture
Issuer to the Trust, the Debenture Issuer, in its capacity as borrower with
respect to the Debentures, shall:

          (a) pay all costs and expenses relating to the offering, sale and
issuance of the Debentures, including commissions payable to the underwriters in
respect of the Capital Securities pursuant to any underwriting or purchase
agreement and compensation, reimbursement and indemnification of the Debenture
Trustee under the Indenture in accordance with the provisions of Section 6.7
thereof;

          (b) be responsible for and pay all debts and obligations (other than
with respect to the Securities) and all costs and expenses of the Trust,
including, without limitation, costs and expenses relating to (i) the
organization, maintenance and dissolution of the Trust, (ii) the offering, sale
and issuance of the Securities (including commissions to underwriters in
connection therewith), (iii) the reasonable fees and expenses (including
reasonable attorneys' fees) of the Administrative Trustees and the compensation
and reasonable expenses of the Property Trustee and the Delaware Trustee
(including any amounts payable under Article IX), (iv) the operation of the
Trust (including, without limitation, costs and expenses of accountants,
attorneys, statistical and bookkeeping services, expenses for printing and
engraving and computing and accounting equipment, paying agent(s), registrar(s)
and transfer agent(s), duplicating, travel, and telephone and other
telecommunications expenses), and (v) the acquisition, financing and disposition
of the Trust assets and the enforcement by the Property Trustee of the rights of
the Holders of the Securities; and

          (c) pay any and all taxes (other than United States withholding taxes
attributable to the Trust or its assets) and all liabilities, costs and expenses
with respect to such taxes of the Trust.

     The Debenture Issuer's obligations under this Section 4.2 shall be for the
benefit of, and shall be enforceable by, any Person to whom such debts,
obligations, costs, expenses and taxes are owed (a "Creditor"), whether or not
such Creditor has received notice hereof. Any such Creditor may enforce the
Debenture Issuer's obligations under this Section 4.2 directly against the
Debenture Issuer and the Debenture Issuer irrevocably waives any right of remedy
to require that any such Creditor take any action against the Trust or any other
Person before proceeding against the Debenture Issuer. The Debenture Issuer
agrees to execute such additional agreements as may be necessary or desirable in
order to give full effect to the provisions of this Section 4.2.

                      ARTICLE V - COMMON SECURITIES HOLDER

     Section 5.1  Sponsor's Purchase of Common Securities. At the Closing Date,
     -----------  ---------------------------------------
pursuant to the Common Securities Subscription Agreement, the Sponsor will
purchase all of the Common Securities issued by the Trust, in an amount equal to
at least 3% of the total capital of the Trust, at the same time as the Capital
Securities are issued and sold.

     Section 5.2  Covenants of the Common Securities Holder. For so long as the
     -----------  -----------------------------------------
Capital Securities remain outstanding, the Common Securities Holder will
covenant (i) except as provided in Section 7.9(b)(ii), to maintain, directly or
indirectly, 100% ownership of the

                                       26

<PAGE>

Common Securities, (ii) to cause the Trust to remain a statutory business trust
and not to voluntarily dissolve, wind-up, liquidate or be terminated, except as
permitted by this Trust Agreement, (iii) to use its commercially reasonably
efforts to ensure that the Trust will not be an investment company for purposes
of the Investment Company Act and (iv) to take no action which would be
reasonably likely to cause the Trust to be classified as other than a grantor
trust for United States federal income tax purposes.

                             ARTICLE VI - TRUSTEES

     Section 6.1 Number of Trustees. The number of Trustees initially was three,
     ----------- ------------------
but, as of the date hereof, shall be five, and:

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

          (b) after the issuance of any Securities, the number of Trustees may
be increased or decreased by vote of the Holders of a Majority in Liquidation
Amount of the Common Securities voting as a class at a meeting of the Holders of
the Common Securities or by written consent in lieu of such meeting; provided
that the number of Trustees shall be at least two; and provided further that (1)
the Delaware Trustee, in the case of a natural person, shall be a person who is
a resident of the State of Delaware or that, if not a natural person, is an
entity which has its principal place of business in the State of Delaware and
otherwise meets the requirements of applicable law, (2) at least one
Administrative Trustee is an employee or officer of, or is affiliated with, the
Sponsor, and (3) one Trustee shall be the Property Trustee for so long as this
Trust Agreement is required to qualify as an indenture under the Trust Indenture
Act, and such Trustee may also serve as Delaware Trustee if it meets the
applicable requirements;

          (c) at all times, the Property Trustee must be (i) a bank as defined
in Section 581 of the Code or (ii) a U.S. government-owned agency or U.S.
government sponsored enterprise; and

          (d) at all times, each Trustee must be a United States Person as
defined in Section 7701(a)(30) of the Code.

     Except as otherwise provided herein, no amendment may be made to this
Section 6.1 which would change any rights with respect to the number, existence
or appointment or removal of the Trustees, except with the consent of the Common
Securities Holder.

     Section 6.2 Delaware Trustee; Eligibility. If required by the Business
     ----------- -----------------------------
Trust Act, one Trustee (which may be the Property Trustee) (the "Delaware
Trustee") shall be:

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

          (b) if not a natural person, an entity which has its principal place
of business in the State of Delaware, and otherwise meets the requirements of
applicable law;

                                       27

<PAGE>

provided that, if the Property Trustee has its principal place of business in
the State of Delaware and otherwise meets the requirements of applicable law,
then the Property Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application.

     Section 6.3 Property Trustee; Eligibility.
     ----------- -----------------------------

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

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

                 (ii)  be a corporation organized and doing business under the
     laws of the United States of America or any state or territory thereof or
     of the District of Columbia, or a corporation or other Person permitted by
     the Commission to act as an institutional trustee under the Trust Indenture
     Act, authorized under such laws to exercise corporate trust powers, having
     a combined capital and surplus of at least 50 million U.S. dollars
     ($50,000,000), and subject to supervision or examination by federal, state,
     territorial or District of Columbia authority. If such corporation
     publishes reports of condition at least annually, pursuant to law or to the
     requirements of the supervising or examining authority referred to above,
     then for the purposes of this Section 6.3(a)(ii), the combined capital and
     surplus of such corporation shall be deemed to be its combined capital and
     surplus as set forth in its most recent report of condition so published.

          (b)    If at any time the Property Trustee shall cease to be eligible
to so act under Section 6.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 6.6(c).

          (c)    If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act or
becomes a creditor of the Trust or the Debenture Issuer during the time periods
specified in Section 311 of the Trust Indenture Act, the Property Trustee and
the Common Securities Holder (as if it were the obligor referred to in Section
310(b) of the Trust Indenture Act) shall in all respects comply with the
provisions of Section 310(b) or 311 of the Trust Indenture Act, as applicable.

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

     Section 6.4 Qualifications of Administrative Trustees and Delaware Trustee
     ----------- --------------------------------------------------------------
Generally. Each Administrative Trustee and the Delaware Trustee (unless the
---------
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.

     Section 6.5 Initial Administrative Trustees. Subject to this Article VI,
     ----------- -------------------------------
the Administrative Trustees shall be:

     [insert names of administrative trustees]

                                       28

<PAGE>

     Section 6.6    Appointment, Removal and Resignation of Trustees.
     -----------    ------------------------------------------------

            (a)     Subject to Section 6.6(b), Trustees may be appointed or
removed without cause at any time:

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

                    (ii)  after the issuance of any Securities (but prior to the
     occurrence of an Indenture Event of Default), by vote of the Holders of a
     Majority in Liquidation Amount of the Common Securities voting as a class;
     and

                    (iii) after the issuance of the Capital Securities and the
     occurrence of an Indenture Event of Default, (A) with respect to each of
     the Property Trustee and Delaware Trustee, by vote of the Holders of a
     Majority in Liquidation Amount of the Capital Securities and (B) with
     respect to each of the Administrative Trustees, by vote of the Holders of a
     Majority in Liquidation Amount of the Common Securities.

            (b)     The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 6.6(a) until a successor Trustee possessing
the qualifications to act as Property Trustee under Section 6.3(a) (a "Successor
Property Trustee") has been appointed and has accepted such appointment by
written instrument executed by such Successor Property Trustee and delivered to
the Administrative Trustees, the Sponsor and the Property Trustee being removed.
The Trustee that acts as Delaware Trustee shall not be removed in accordance
with Section 6.6(a) until a successor Trustee possessing the qualifications to
act as Delaware Trustee under Sections 6.2 and 6.4 (a "Successor Delaware
Trustee") has been appointed and has accepted such appointment by written
instrument executed by such Successor Delaware Trustee and delivered to the
Administrative Trustees, the Sponsor and the Delaware Trustee being removed.

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

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

                          (A)   until a Successor Property Trustee has been
                                appointed and has accepted such appointment by
                                instrument executed by such Successor Property
                                Trustee and delivered to the Administrative
                                Trustees, the Sponsor and the resigning Property
                                Trustee; or

                                       29

<PAGE>


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

                     (ii)   no such resignation of the Trustee that acts as the
          Delaware Trustee shall be effective until a Successor Delaware Trustee
          has been appointed and has accepted such appointment by instrument
          executed by such Successor Delaware Trustee and delivered to the
          Administrative Trustees, the Sponsor and the resigning Delaware
          Trustee.

                (d)  The Common Securities Holder shall use its commercially
reasonable efforts to promptly appoint a Successor Delaware Trustee or Successor
Property Trustee, as the case may be, if the Property Trustee or the Delaware
Trustee delivers an instrument of resignation in accordance with this Section
6.6.

                (e)  If no Successor Property Trustee or Successor Delaware
Trustee, as the case may be, shall have been appointed and accepted appointment
as provided in this Section 6.6 within 60 days after delivery of an instrument
of resignation or removal, the removed or resigning Property Trustee or Delaware
Trustee, as applicable, may petition at the expense of the Sponsor any court of
competent jurisdiction in the United States for appointment of a Successor
Property Trustee or Successor Delaware Trustee, as applicable. Such court may
thereupon, after prescribing such notice, if any, as it may deem proper, appoint
a Successor Property Trustee or Successor Delaware Trustee, as the case may be.

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

     Section 6.7     Vacancies among Trustees. If a Trustee ceases to hold
     -----------     ------------------------
office for any reason and the number of Trustees is not reduced pursuant to
Section 6.1, or if the number of Trustees is increased pursuant to Section 6.1,
a vacancy shall occur. A resolution certifying the existence of such vacancy by
the Administrative Trustees or, if there are more than two, a majority of the
Administrative Trustees shall be conclusive evidence of the existence of such
vacancy. The vacancy shall be filled with a Trustee appointed in accordance with
Section 6.6.

     Section 6.8     Effect of Vacancies. The death, resignation, retirement,
     -----------     -------------------
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 6.6, the Administrative
Trustees in office, regardless of their number, shall have all the powers
granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

     Section 6.9     Meetings. If there is more than one Administrative Trustee,
     -----------     --------
meetings of the Administrative Trustees shall be held from time to time upon the
call of any Administrative Trustee. Regular meetings of the Administrative
Trustees may be held at a time and place fixed by resolution of the

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<PAGE>

Administrative Trustees. Notice of any in-person meetings of the Administrative
Trustees shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 48 hours before
such meeting. Notice of any telephonic meetings of the Administrative Trustees
shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard copy by overnight courier) not less than 24 hours before
a meeting. Notices shall contain a brief statement of the time, place and
anticipated purposes of the meeting. The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened. Unless
provided otherwise in this Trust Agreement, any action of the Administrative
Trustees may be taken at a meeting by vote of a majority of the Administrative
Trustees present (whether in person or by telephone) and eligible to vote with
respect to such matter; provided that a Quorum is present, or without a meeting
and without prior written notice by the unanimous written consent of the
Administrative Trustees. In the event there is only one Administrative Trustee,
any and all action of such Administrative Trustee shall be evidenced by a
written consent of such Administrative Trustee.

     Section 6.10  Delegation of Power.
     ------------  -------------------

            (a)    Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any natural person over the age of
21 his or its power for the purpose of executing any documents contemplated by
Section 3.6 or making any governmental filing; provided that such person is a
United States Person as defined in Section 7701(a)(30) of the Code.

            (b)    The Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein; provided that such person is a United States Person as defined in
Section 7701(a)(30) of the Code.

     Section 6.11  Merger, Conversion, Consolidation or Succession to Business.
     ------------  -----------------------------------------------------------
Any corporation into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee that is not a natural person may be merged or converted
or with which such Trustee may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Trustee shall be a
party, or any corporation succeeding to all or substantially all the corporate
trust business of such Trustee shall be the successor of such Trustee hereunder
(provided that such corporation shall be otherwise qualified and eligible under
this Article), without the execution or filing of any paper or any further act
on the part of any of the parties hereto.

                                       31

<PAGE>

                       ARTICLE VII - TERMS OF SECURITIES

     Section 7.1   General Provisions Regarding Securities.
     -----------   ---------------------------------------

            (a)    The Administrative Trustees shall on behalf of the Trust
issue one class of capital securities representing undivided beneficial
interests in the assets of the Trust and one class of common securities
representing undivided beneficial interests in the assets of the Trust.

                   (i)   Capital Securities.  The Capital Securities of the

     Trust shall have an aggregate liquidation amount with respect to the assets
     of the Trust of up to $______ with respect to the closing of the sale of
     Capital Securities on one or more occasions and a liquidation amount with
     respect to the assets of the Trust of $___ per Capital Security.  The
     Capital Securities are hereby designated for identification purposes only
     as "__% Capital Securities" (the "Capital Securities").  The Capital
     Security Certificates evidencing the Capital Securities shall be
     substantially in the form of Exhibit A to this Trust Agreement, with such
                                  ---------
     changes and additions thereto or deletions therefrom as may be required by
     ordinary usage, custom or practice or to conform to the rules of any stock
     exchange or automated quotation system on which the Capital Securities are
     listed or quoted.

                   (ii)  Common Securities. The Common Securities of the Trust
     shall have an aggregate liquidation amount with respect to the assets of
     the Trust of up to $_____ with respect to the closing of the sale of Common
     Securities on one or more occasions and a liquidation amount with respect
     to the assets of the Trust of $____ per Common Security. The Common
     Securities are hereby designated for identification purposes only as "__%
     Common Securities" (the "Common Securities" and, together with the Capital
     Securities, the "Securities"). The Common Security Certificates evidencing
     the Common Securities shall be substantially in the form of Exhibit B to
                                                                 ---------
     this Trust Agreement, with such changes and additions thereto or deletions
     therefrom as may be required by ordinary usage, custom or practice.

                   (iii) In connection with the purchase of the Securities and
     pursuant to the Debenture Subscription Agreement, the Sponsor will deposit
     in the Trust, and the Trust will purchase, respectively, as trust assets,
     Debentures of the Sponsor having an aggregate principal amount of up to
     $________ and bearing interest at an annual rate equal to the annual
     Distribution rate on the Securities and, as more specifically described in
     this Article VII, having payment, prepayment, redemption, maturity and
     other provisions which correspond to the comparable provisions of the
     Securities.

                   (iv)  The Trust shall issue no securities or other interests
     in the assets of the Trust other than the Capital Securities and the Common
     Securities.

            (b)    Payment of Distributions on, and payment of the Redemption
Price upon a redemption of, the Capital Securities and the Common Securities, as
applicable, shall be made Pro Rata based on the liquidation amount of such
Capital Securities and Common Securities; provided, however, that if on any date
on which amounts payable on distribution or redemption, a Trust Enforcement
Event shall have occurred and be continuing, no payment of any

                                       32

<PAGE>

Distribution on, or Redemption Price of, any of the Common Securities, and no
other payment on account of the redemption, liquidation or other acquisition of
such Common Securities, shall be made unless payment in full in cash of all
accumulated and unpaid Distributions on all of the outstanding Capital
Securities for all Distribution periods terminating on or prior thereto or, in
the case of amounts payable on redemption, the full amount of the Redemption
Price for all of the outstanding Capital Securities then called for redemption,
shall have been made or provided for, and all funds available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions on, or the Redemption Price of, the Capital Securities then due
and payable.

            (c)    The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee. Such signature shall be the manual or facsimile
signature of any present or any future Administrative Trustee. In case an
Administrative Trustee of the Trust who shall have signed any of the
Certificates shall cease to be such Administrative Trustee before the
Certificates so signed shall be delivered by the Trust, such Certificates
nevertheless may be delivered as though the Person who signed such Certificates
had not ceased to be such Administrative Trustee; and any Certificate may be
signed on behalf of the Trust by such Persons who, at the actual date of
execution of such Certificate, shall be the Administrative Trustees of the
Trust, although at the date of the execution and delivery of the Trust Agreement
any such Person was not such an Administrative Trustee. 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 their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange or automated
quotation system on which Securities may be listed, or to conform to usage,
custom or practice.

     A Certificate representing Capital Securities shall not be valid until
authenticated by the manual signature of an Authorized Officer of the Property
Trustee. Such signature shall be conclusive evidence that such Certificate has
been authenticated under this Trust Agreement. Upon a written order of the Trust
signed by one Administrative Trustee, the Property Trustee shall authenticate
the Certificates representing Capital Securities for original issue. The
aggregate amount of Capital Securities outstanding at any time shall not exceed
the liquidation amount set forth in Section 7.1(a)(i).

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

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

                                       33

<PAGE>

            (e)    Upon issuance of the Securities as provided in this Trust
Agreement, the Securities so issued shall be deemed to be validly issued, fully
paid and non-assessable undivided beneficial interests in the assets of the
Trust.

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

            (g)    The holders of the Securities shall have no preemptive or
similar rights.

     Section 7.2   Distributions.
     -----------   -------------

            (a)    As owners of undivided beneficial ownership interests in the
Debentures, holders of Securities shall be entitled to receive cumulative cash
Distributions from the Trust at the rate per annum of __% of the stated
liquidation amount of $_____ per Security. Distributions payable for any
_______________ period shall be computed on the basis of twelve 30-day months
and a 360-day year. Pursuant to the Indenture, the amount of interest on the
Debentures payable for any period shorter than a full quarterly interest period
and, as a result, Distributions on the Securities payable for any period shorter
than a full quarterly distribution period, shall be computed on the basis of
twelve 30-day months and a 360-day year and for periods of less than a month,
the number of days elapsed in a 360 day year of twelve 30-day months. Subject to
Section 7.1(b), Distributions shall be made on the Capital Securities and the
Common Securities on a Pro Rata basis. Pursuant to the Indenture, interest on
the Debentures shall, from the date of original issue, accrue and be cumulative,
and, as a result Distributions on the Securities shall, from the date of
original issue, accumulate and be cumulative. Distributions shall be payable
________ in arrears on each _________ of each year commencing ________, when, as
and if available for payment, by the Property Trustee, except as otherwise
described below. Distributions are payable only to the extent that payments are
made in respect of the Debentures held by the Property Trustee and to the extent
that the Trust has funds available for the payment of such Distributions in the
Property Account.

            (b)    Pursuant to the Indenture, interest not paid on the scheduled
payment date will, to the extent allowed by applicable law, accrue and compound
_____ at the rate of ___% per annum, and, as a result, interest on the
Debentures not paid on the scheduled payment date will, to the extent allowed by
applicable law, accrue and compound ______ at the rate of ___% per annum
("Additional Interest") and, as a result, the Distributions on the Securities
will accumulate and compound _______ at such rate per annum ("Compounded
Distributions"). "Distributions" shall mean ordinary cumulative distributions
together with any Compounded Distributions.

            (c)    So long as no Indenture Event of Default has occurred and is
continuing and only to the extent that interest payments on the Debentures have
been deferred by the Debenture Issuer, Distributions on the Securities may be
deferred, at any time or from time to time, for up to ___ consecutive [specify
interest period] interest payment periods with respect to each deferral period
(each, an "Extension Period"); provided, however, that no Extension Period shall
extend beyond the maturity date of the Debentures. Prior to the termination of
any such

                                       34

<PAGE>

Extension Period, the Debenture Issuer may further extend such Extension Period;
provided, however, that such extension does not cause such Extension Period to
exceed __ consecutive interest payment periods or to extend beyond the maturity
date of the Debentures. At the end of any such Extension Period, the Debenture
Issuer shall pay all interest then accrued and unpaid (together with Additional
Interest thereon to the extent permitted by applicable law) on the Debentures
and, subject to Section 7.1(b), the corresponding Distributions shall be made by
the Trust with respect to the Securities. Upon the termination of any such
Extension Period and upon the payment of all amounts then due, and subject to
the foregoing limitation, the Debenture Issuer may elect to begin a new
Extension Period, which shall result in another Extension Period with respect to
the payment of Distributions to Holders of the Securities by the Trust. No
Distributions shall be due and payable during an Extension Period except at the
end thereof.

            (d)    If and to the extent that the Debenture Issuer makes a
payment of interest premium and/or principal on the Debentures held by the
Property Trustee (the amount of any such payment being a "Payment Amount"), the
Property Trustee shall and is directed, to the extent funds are available for
that purpose, make a Pro Rata distribution of the Payment Amount to Holders,
subject to Section 7.1(b).

            (e)    Distributions on the Securities shall be payable to the
Holders thereof as they appear on the register of the Trust at the close of
business on the relevant record dates. The record dates for the Securities shall
be the same as the record dates for the Debentures. While the Capital Securities
are represented by one or more Global Securities, the relevant record dates
shall be the close of business the Business Day preceding such Distribution
payment date; otherwise the relevant record date shall be the 15th day (whether
or not a Business Day) preceding such Distribution payment date. At all times,
the Distribution payment dates shall correspond to the interest payment dates on
the Debentures. Distributions payable on any Securities that are not punctually
paid or duly provided for on any Distribution payment date, as a result of the
Debenture Issuer having failed to make a payment under the Debentures, shall
cease to be payable to the Person in whose name such Securities are registered
on the relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance with this
Trust Agreement, which shall be the same as the special record date or other
specified date determined in accordance with the Indenture[; provided, however,
that Distributions shall not be considered due and payable on any Distribution
payment date during an Extension Period, except at the end thereof, unless the
Debenture Issuer has elected to make full or partial payment of interest accrued
on the Debentures on such Distribution payment date].

            (f)    If any date on which Distributions are payable on the
Securities is not a Business Day, then payment of the Distribution payable on
such date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.

            (g)    In the event that there is any money or other property held
by or for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata among the Holders of the Securities except as provided in
Section 7.1(b).

                                       35

<PAGE>

     Section 7.3    Repayment and Redemption of Securities.
     -----------    ---------------------------------------

             (a)    Upon the repayment or redemption, in whole or in part, of
the Debentures held by the Trust, whether at the stated maturity of the
Debentures or upon earlier redemption as provided in the Indenture, the proceeds
from such repayment or redemption shall be simultaneously applied Pro Rata
(subject to Section 7.1(b)) to redeem Securities having an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so repaid or
redeemed at the Redemption Price. Holders shall be given not less than 30 nor
more than 60 days notice of such redemption in accordance with Section 7.4.

             (b)    On the date fixed for any distribution of Debentures, upon
dissolution of the Trust or otherwise, (i) the Securities will no longer be
deemed to be outstanding and (ii) certificates representing Securities will be
deemed to represent the Debentures having an aggregate principal amount equal to
the stated liquidation amount of, and bearing accrued and unpaid interest equal
to accumulated and unpaid distributions on, such Securities until such
certificates are presented to the Sponsor or its agent for transfer or
reissuance.

     Section 7.4    Redemption Procedures.
     -----------    ---------------------

             (a)    Notice of any redemption of, or pursuant to Section
8.1(a)(v), notice of distribution of Debentures in exchange for, the Securities
(a "Redemption/Distribution Notice"), which notice shall be irrevocable, will be
given by the Trust by mail to each Holder of Securities to be redeemed or
exchanged not fewer than 30 nor more than 60 days before the date fixed for
redemption or exchange thereof which, in the case of a redemption, will be the
date fixed for redemption of the Debentures. For purposes of the calculation of
the date of redemption or exchange and the dates on which notices are given
pursuant to this Section 7.4(a), a Redemption/Distribution Notice shall be
deemed to be given on the day such notice is first mailed by first-class mail,
postage prepaid, to Holders of Securities. Each Redemption/Distribution Notice
shall be addressed to the Holders of Securities at the address of each such
Holder appearing in the register of the Trust. No defect in the
Redemption/Distribution Notice or in the mailing of thereof with respect to any
Holder shall affect the validity of the redemption or exchange proceedings with
respect to any other Holder.

             (b)    If fewer than all the outstanding Securities are to be so
redeemed, the Common Securities and the Capital Securities will be redeemed Pro
Rata (subject to Section 7.1(b)) and the Capital Securities to be redeemed will
be redeemed as described in Section 7.4(c) below. The particular Capital
Securities to be redeemed will be selected on a Pro Rata basis by the Property
Trustee from the outstanding Capital Securities not previously called for
redemption, by such method (including, without limitation, by lot) as the
Property Trustee shall deem fair and appropriate. The Trust may not redeem the
Securities in part unless all (b) accumulated and unpaid Distributions to the
date of redemption have been paid in full on all Securities then outstanding.
For all purposes of this Trust Agreement, unless the context otherwise requires,
all provisions relating to the redemption of Capital Securities shall relate, in
the case of any Capital Security redeemed or to be redeemed only in part, to the
portion of the aggregate liquidation amount of Capital Securities which has been
or is to be redeemed.

                                       36

<PAGE>

             (c)    Subject to the Trust's fulfillment of the notice
requirements set forth in Section 7.4(a) above, if Securities are to be
redeemed, then (i) with respect to Capital Securities represented by one or more
Global Securities, by 12:00 noon, New York City time, on the redemption date
(provided that the Debenture Issuer has paid the Property Trustee a sufficient
amount of cash in connection with the related redemption or maturity of the
Debentures), the Property Trustee will deposit irrevocably with the Depositary
or its nominee (or successor Depositary or its nominee) funds sufficient to pay
the applicable Redemption Price with respect to the Capital Securities and will
give the Depositary irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Capital Securities and (ii) with respect to
Securities not represented by one or more Global Securities (provided that the
Debenture Issuer has paid the Property Trustee a sufficient amount of cash in
connection with the related redemption or maturity of the Debentures), the
Property Trustee will give the Paying Agent irrevocable instructions and
authority to pay the relevant Redemption Price to the Holders of such Securities
upon surrender of their certificates evidencing the Capital Securities. Payment
of the Redemption Price on the Capital Securities will be made to the record
holders thereof as they appear on the register of the Trust on the relevant
record date, which shall be one Business Day prior to the relevant redemption
date; provided, however, that with respect to the Capital Securities not
represented by one or more Global Securities, the relevant record date shall be
the date 15 days prior to the relevant redemption date. If any date fixed for
redemption of Securities is not a Business Day, then payment of the Redemption
Price payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay) with the same force and effect as if made on such date fixed for
redemption. If, however, the Business Day falls in the next calendar year, then
payment of the Redemption Price will be made on the immediately preceding
Business Day with the same force and effect as if made on such date fixed for
redemption. If payment of the Redemption Price in respect of any Securities is
not paid because the payment of the Redemption Price on the Debentures is not
made, interest will continue to accrue on the Debentures, and, as a result,
Distributions on such Securities will continue to accumulate at the then
applicable rate from the original redemption date to the actual date of payment,
in which case the actual payment date will be considered the date fixed for
redemption for purposes of calculating the Redemption Price. For these purposes,
the applicable Redemption Price shall not include Distributions which are being
paid to Holders who were Holders on a relevant record date. If a
Redemption/Distribution Notice shall have been given and funds deposited or paid
as required, then immediately prior to the close of business on the date fixed
for redemption, Distributions will cease to accumulate on the Securities called
for redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders to receive the Redemption
Price, but without interest on such Redemption Price, and from and after the
date fixed for redemption, such Securities will cease to be outstanding. Neither
the Administrative Trustees nor the Trust shall be required to register or cause
to be registered the transfer of any Securities that have been called for
redemption, except in the case of any Securities being redeemed in part, any
portion thereof not to be redeemed.

             (d)    Subject to the foregoing and applicable law (including,
without limitation, United States federal securities laws), the Debenture Issuer
or its subsidiaries may at any time and from time to time purchase outstanding
Capital Securities by tender, in the open market or by private agreement.

                                       37

<PAGE>

     Section 7.5    Voting Rights of Capital Securities.
     -----------    -----------------------------------

             (a)    Except as provided under Sections 2.6, 6.6 and 11.1 and this
Section 7.5 and as otherwise required by this Trust Agreement, the Business
Trust Act, the Trust Indenture Act or other applicable law, the Holders of the
Capital Securities shall have no voting rights.

             (b)    Subject to the requirement of the Property Trustee being
provided with a tax opinion in certain circumstances set forth in Section 7.5(d)
below, the Holders of a Majority in Liquidation Amount of the Capital Securities
voting separately as a class 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 the Trust Agreement, including the right to direct the Property
Trustee, as Holder of the Debentures, to (i) exercise the remedies available to
it under the Indenture as a Holder of the Debentures, (ii) consent to any
amendment, modification or termination of the Indenture or the Debentures where
such consent shall be required or (iii) waive any past default and its
consequences that is waivable under Section 5.13 of the Indenture; provided,
however, that if an Indenture Event of Default has occurred and is continuing,
then the Holders of 25% of the aggregate liquidation amount of the Capital
Securities then outstanding may direct the Property Trustee to declare the
principal of and interest on the Debentures due and payable; and provided
further that where a consent or action under the Indenture would require the
consent or act of the Holders of a Super Majority, only the Holders of the
percentage of the aggregate stated liquidation amount of the Capital Securities
that is at least equal to the relevant percentage that the relevant Super
Majority represents of the aggregate principal amount of the Debentures may
direct the Property Trustee to give such consent to take such action.

             (c)    If the Property Trustee fails to enforce its rights under
the Debentures after a Holder of Capital Securities has made a written request,
such Holder of Capital Securities may, to the extent permitted by applicable
law, institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Indenture without first
instituting any legal proceeding against the Property Trustee or any other
Person. Notwithstanding the foregoing, if a Trust Enforcement Event has occurred
and is continuing and such event is attributable to the failure of the Debenture
Issuer to make any interest, principal or other required payments when due under
the Indenture, then a Holder of Capital Securities may directly institute a
Direct Action against the Debenture Issuer on or after the respective due date
specified in the Debentures.

             (d)    The Property Trustee shall notify all Holders of the Capital
Securities of any notice of any Indenture Event of Default received from the
Debenture Issuer with respect to the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes a Trust Enforcement Event.
Except with respect to directing the time, method, and place of conducting a
proceeding for a remedy, the Property Trustee shall be under no obligation to
take any of the actions described in clauses 7.5(b)(i) and (ii) above unless the
Property Trustee has been provided an opinion of Tax Counsel to the effect that,
as a result of such action, for United States federal income tax purposes the
Trust will not be classified as other than a grantor trust.

             (e)    In the event the consent of the Property Trustee, as the
Holder of the Debentures, is required under the Indenture with respect to any
amendment or modification of

                                       38

<PAGE>

the Indenture, the Property Trustee shall request the direction of the Holders
of the Capital Securities with respect to such amendment or modification and
shall vote with respect to such amendment or modification as directed by not
less than a Majority in Liquidation Amount of the Capital Securities voting
together as a single class; provided, however, that where a consent under the
Indenture would require the consent of the Holders of more than a majority of
the aggregate principal amount of the Debentures, the Property Trustee may only
give such consent at the direction of the Holders of at least the same
proportion in aggregate stated liquidation amount of the Securities. The
Property Trustee shall not take any such action in accordance with the
directions of the Holders of the Securities unless the Property Trustee has been
provided an opinion of Tax Counsel to the effect that, as a result of such
action, for United States federal income tax purposes the Trust will not be
classified as other than a grantor trust.

             (f)    A waiver of an Indenture Event of Default with respect to
the Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

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

             (h)    No vote or consent of the Holders of Capital Securities
shall be required for the Trust to redeem and cancel Capital Securities or
distribute Debentures in accordance with this Trust Agreement and the terms of
the Securities.

             (i)    Notwithstanding that Holders of Capital Securities are
entitled to vote or consent under any of the circumstances described above, any
of the Capital Securities that are owned at such time by the Debenture Issuer or
any Affiliate of the Debenture Issuer shall not be entitled to vote or consent
and shall, for purposes of such vote or consent, be treated as if such Capital
Securities were not outstanding, but only to the extent that the Trustees have
actual knowledge of such ownership; provided, however, that Persons otherwise
eligible to vote to whom the Debenture Issuer or any of its Affiliates have
pledged Capital Securities may vote or consent with respect to such pledged
Capital Securities under any of the circumstances described herein.

             (j)    Subject to Sections 6.6(a) and 7.5(k), Holders of the
Capital Securities shall have no rights to appoint or remove the Trustees, who
may be appointed, removed or replaced solely by the Common Securities Holder.

             (k)    The Trustees shall not revoke any action previously
authorized or approved by a vote of the Holders of the Securities, except by a
subsequent vote of the Holders of the Securities.

     Section 7.6    Voting Rights of Common Securities.
     -----------    ----------------------------------

                                       39

<PAGE>

             (a)    Except as provided under Sections 2.6, 6.1(b) and 11.1 and
this Section 7.6 or as otherwise required by this Trust Agreement, the Business
Trust Act, the Trust Indenture Act or other applicable law, the Holders of the
Common Securities will have no voting rights.

             (b)    Subject to Sections 6.6(a) and 7.5(k), the Holders of the
Common Securities shall be entitled, in accordance with Article VI of this Trust
Agreement, to vote to appoint, remove or replace any Trustee or to increase or
decrease the number of Trustees.

             (c)    Subject to Section 2.6 and only after all Trust Enforcement
Events with respect to the Capital Securities have been cured, waived, or
otherwise eliminated and subject to the requirement of the Property Trustee
being provided with a tax opinion in certain circumstances set forth in this
paragraph (c), the Holders of a Majority in Liquidation Amount of the Common
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee, or 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, as Holder
of the Debentures, to (i) exercise the remedies available to it under the
Indenture as a Holder of the Debentures, (ii) consent to any amendment or
modification of the Indenture or the Debentures where such consent shall be
required or (iii) waive any past default and its consequences that is waivable
under Section 5.13 of the Indenture; provided, however, that where a consent or
action under the Indenture would require the consent or act of the Holders of
more than a majority of the aggregate principal amount of Debentures affected
thereby, only the Holders of the percentage of the aggregate stated liquidation
amount of the Common Securities which is at least equal to the percentage
required under the Indenture may direct the Property Trustee to have such
consent or take such action. Except with respect to directing the time, method,
and place of conducting a proceeding for a remedy, the Property Trustee shall be
under no obligation to take any of the actions described in clause 7.6(c)(i) and
(ii) above unless the Property Trustee has been provided with an opinion of Tax
Counsel to the effect that, as a result of such action, for United States
federal income tax purposes the Trust will not be classified as other than a
grantor trust.

             (d)    If the Property Trustee fails to enforce its rights under
the Debentures after a Holder of Common Securities has made a written request,
such Holder of Common Securities may, to the extent permitted by applicable law,
directly institute a legal proceeding directly against the Debenture Issuer to
enforce the Property Trustee's rights under the Debentures without first
instituting any legal proceeding against the Property Trustee or any other
Person.

             (e)    A waiver of an Indenture Event of Default with respect to
the Debentures will constitute a waiver of the corresponding Trust Enforcement
Event.

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

                                       40

<PAGE>

                (g)  No vote or consent of the Holders of the Common Securities
will be required for the Trust to redeem and cancel Common Securities or to
distribute Debentures in accordance with this Trust Agreement and the terms of
the Securities.

        Section 7.7  Paying Agent. In the event that any Capital Securities are
        -----------  ------------
not in book-entry only form, the Trust shall maintain an office of a Paying
Agent in the Borough of Manhattan, The City of New York. The Administrative
Trustees may appoint the paying agent and may appoint one or more additional
paying agents in such other locations as it shall determine. The term "Paying
Agent" includes any additional paying agent. The Administrative Trustees may
change any Paying Agent without prior notice to the Holders. The Administrative
Trustees shall notify the Property Trustee of the name and address of any Paying
Agent not a party to this Trust Agreement. If the Administrative Trustees fail
to appoint or maintain another entity as Paying Agent, the Property Trustee
shall act as such. The Trust or any of its Affiliates may act as Paying Agent.
The Property Trustee shall initially act as Paying Agent for the Securities. In
the event the Property Trustee shall no longer be the Paying Agent, the
Administrative Trustees shall appoint a successor (which shall be a bank or
trust company acceptable to the Debenture Issuer) to act as Paying Agent. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee and the Debenture Issuer.

        Section 7.8  Listing. The Sponsor shall use its commercially reasonable
        -----------  -------
efforts to cause the Capital Securities to be listed [for quotation] on the NYSE
[or any other securities exchange or automated quotation system determined by
the Sponsor].

        Section 7.9  Transfer of Securities.
        ------------ ----------------------

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

                (b)  (i)  Subject to this Article VII, Capital Securities shall
be freely transferable.

                     (ii) The Common Securities Holder may not transfer the
        Common Securities except (A) in connection with a consolidation, merger,
        sale, conveyance or lease of the Sponsor in compliance with Article VIII
        of the Indenture or (B) to the Sponsor or an Affiliate thereof in
        compliance with applicable law, including the Securities Act and
        applicable state securities and blue sky laws. To the fullest extent
        permitted by law, any attempted transfer of the Common Securities other
        than as set forth in the immediately preceding sentence shall be null
        and void.

                (c)  The Trust shall cause to be kept at the Corporate Trust
Office of the Property Trustee a register (the register maintained in such
office being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Trust shall
provide for the registration of Capital Securities and of transfers of

                                       41

<PAGE>

Capital Securities. The Property Trustee is hereby appointed "Security
Registrar" for the purpose of registering Capital Securities and transfers of
Capital Securities as herein provided.

           (d)    Upon surrender for registration of transfer of any Security at
an office or agency of the Trust designated for such purpose, the Trust shall
execute, and the Property Trustee shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Securities of any
authorized denominations and of a like aggregate principal amount.

           (e)    At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denominations and of a like aggregate
principal amount, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange, the
Trust shall execute, and in the case of Capital Securities the Property Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

           (f)    Every Security presented or surrendered for registration of
transfer or for exchange shall (if so required by the Trust or the Property
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer
in form satisfactory to the Trust and the Security Registrar duly executed, by
the Holder thereof or his attorney duly authorized in writing.

           (g)    No service charge shall be made for any registration of
transfer or exchange of Securities, but the Trust may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Securities.

           (h)    If the Securities are to be redeemed in part, the Trust shall
not be required (i) to issue, register the transfer of or exchange any
Securities during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of any such Securities selected
for redemption under Section 7.4 and ending at the close of business on the day
of such mailing, or (ii) to register the transfer or exchange of any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

    Section 7.10  Mutilated, Destroyed, Lost or Stolen Certificates.  If:
    ------------  -------------------------------------------------

           (a)    any mutilated Certificates should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and

           (b)    there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of the Trustees,
the Sponsor and the Trust harmless,

then, in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, any Administrative Trustee on behalf of the Trust shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.
In connection with the issuance of any new Certificate under

                                       42

<PAGE>

this Section 7.10, the Administrative Trustees 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 Certificate issued pursuant to this Section
shall constitute conclusive evidence of an ownership interest in the relevant
Securities, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

         Section 7.11    Deemed Security Holders. The Trust and each of the
         ------------    -----------------------
Trustees may treat the Person in whose name any Certificate shall be registered
on the register of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.

         Section 7.12    Global Securities.
         ------------    -----------------

               (a)       The Capital Securities may be issued in the form of one
or more Global Securities. If the Capital Securities are to be issued in the
form of one or more Global Securities, then an Administrative Trustee on behalf
of the Trust shall execute and the Property Trustee shall authenticate and
deliver one or more Global Securities that (i) shall represent and shall be
denominated in an amount equal to the aggregate liquidation amount of all of the
Capital Securities to be issued in the form of Global Securities and not yet
cancelled, (ii) shall be registered in the name of the Depositary for such
Global Security or the nominee of such Depositary, and (iii) shall be delivered
by the Property Trustee to such Depositary or pursuant to such Depositary's
instructions. Global Securities shall bear a legend substantially to the
following effect:

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

         UNLESS THIS CAPITAL SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
         OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
         DEPOSITARY (AND ANY PAYMENT

                                       43

<PAGE>

         HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
         AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE
         OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN."

               (b) Capital Securities not represented by a Global Security
issued in exchange for all or a part of a Global Security pursuant to this
Section 7.12 shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Property Trustee. Upon
execution and authentication, the Property Trustee shall deliver such Capital
Securities not represented by a Global Security to the Persons in whose names
such definitive Capital Securities are so registered.

               (c) At such time as all interests in Global Securities have been
redeemed, repurchased or cancelled, such Global Securities shall be, upon
receipt thereof, cancelled by the Property Trustee in accordance with standing
procedures of the Depositary. At any time prior to such cancellation, if any
interest in Global Securities is exchanged for Capital Securities not
represented by a Global Security, redeemed, cancelled or transferred to a
transferee who receives Capital Securities not represented by a Global Security
therefor or any Capital Security not represented by a Global Security is
exchanged or transferred for part of Global Securities, the principal amount of
such Global Securities shall, in accordance with the standing procedures of the
Depositary, be reduced or increased, as the case may be, and an endorsement
shall be made on such Global Securities by the Property Trustee to reflect such
reduction or increase.

               (d) The Trust and the Property Trustee may for all purposes,
including the making of payments due on the Capital Securities, deal with the
Depositary as the authorized representative of the Holders for the purposes of
exercising the rights of Holders hereunder. The rights of the owner of any
beneficial interest in a Global Security shall be limited to those established
by law and agreements between such owners and Depositary Participants; provided
that no such agreement shall give any rights to any Person against the Trust or
the Property Trustee without the written consent of the parties so affected.
Multiple requests and directions from and votes of the Depositary as holder of
Capital Securities in global form with respect to any particular matter shall
not be deemed inconsistent to the extent they do not represent an amount of
Capital Securities in excess of those held in the name of the Depositary or its
nominee.

               (e) If at any time the Depositary for any Capital Securities
represented by one or more Global Securities notifies the Trust that it is
unwilling or unable to continue as Depositary for such Capital Securities or if
at any time the Depositary for such Capital Securities shall no longer be
eligible under this Section 7.12, the Trust shall appoint a successor Depositary
with respect to such Capital Securities. If a successor Depositary for such
Capital Securities is not appointed by the Trust within 90 days after the Trust
receives such notice or becomes aware of such ineligibility, the Trust's
election that such Capital Securities be represented by one or more Global
Securities shall no longer be effective and the Trust shall execute, and the
Property Trustee will authenticate and deliver, Capital Securities in definitive
registered form, in any authorized denominations, in an aggregate liquidation
amount equal to the principal amount of

                                       44

<PAGE>

the Global Security or Global Securities representing such Capital Securities in
exchange for such Global Security or Global Securities.

               (f) The Trust may at any time and in its sole discretion
determine that the Capital Securities issued in the form of one or more Global
Securities shall no longer be represented by a Global Security or Global
Securities. In such event, the Trust shall execute, and the Property Trustee,
shall authenticate and deliver, Capital Securities in definitive registered
form, in any authorized denominations, in an aggregate liquidation amount equal
to the principal amount of the Global Security or Global Securities representing
such Capital Securities, in exchange for such Global Security or Global
Securities.

               (g) Notwithstanding any other provisions of this Trust Agreement
(other than the provisions set forth in Section 7.9), Global Securities may not
be transferred as a whole except by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary.

               (h) Interests of beneficial owners in a Global Security may be
transferred or exchanged for Capital Securities not represented by a Global
Security and Capital Securities not represented by a Global Security may be
transferred or exchanged for Global Securities in accordance with rules of the
Depositary and the provisions of Section 7.9.

              ARTICLE VIII - DISSOLUTION AND TERMINATION OF TRUST

    Section 8.1     Dissolution and Termination of Trust.
    -----------     ------------------------------------

               (a)  The Trust shall dissolve upon the earliest of:

                    (i)   the bankruptcy, insolvency or liquidation of the
     Sponsor or the Common Securities Holder;

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

                    (iii) the entry of a decree of judicial dissolution of the
     Sponsor or the Trust;

                    (iv)  the time when all of the Securities shall have been
     called for redemption and the amounts then due shall have been paid to the
     Holders in accordance with the terms of the Securities;

                    (v)   at the Sponsor's election by notice and direction to
     the Property Trustee to distribute the Debentures to the Holders of the
     Securities in exchange for all of the Securities, subject to the receipt of
     any necessary approvals by the Federal Reserve that may then be required
     under the applicable capital guidelines or policies of the Federal Reserve;
     provided that the Sponsor will be required to obtain an opinion of Tax

                                       45

<PAGE>

     Counsel that the distribution of the Debentures will not be taxable to the
     Holders of the Capital Securities for United States federal income tax
     purposes; or

                   (vi)  the time when all of the Administrative Trustees and
     the Sponsor shall have consented to dissolution of the Trust; provided that
     such action is taken before the issuance of any Securities.

         (b)       As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) and upon completion of the winding-up and
liquidation of the Trust, the Trustees shall terminate the Trust by filing a
certificate of cancellation with the Secretary of State of the State of
Delaware.

         (c)       The Sponsor shall give at least 30 days written notice to the
Trustees of its election to dissolve the Trust and distribute the Debentures
pursuant to Section 8.1(a)(v). Once the liquidation date is fixed for any
distribution of the Debentures pursuant to Section 8.1(a)(v):

                   (i)   the Capital Securities shall no longer be deemed to be
     outstanding;

                   (ii)  the Depositary, or its nominee, as the record holder of
     the Capital Securities, will receive a registered global certificate or
     certificates representing the Debentures to be delivered under the
     distribution; and

                   (iii) certificates representing the Capital Securities not
     held by the Depositary or its nominee will be deemed to represent the
     corresponding Debentures. Those certificates will bear accrued and unpaid
     interest in an amount equal to the accrued and unpaid distributions on the
     Capital Securities until the certificates are presented to the
     Administrative Trustees or their agent for transfer or reissuance.

         (d)       In connection with a dissolution of the Trust pursuant to
Section 8.1(a)(v), if the Capital Securities are then listed on the NYSE or
another exchange, the Debenture Issuer will use its commercially reasonable
efforts to cause the Debentures to be listed on the NYSE or on such other
exchange as the Capital Securities are then listed.

         (e)       The provisions of Section 4.2 and Article IX shall survive
the termination of the Trust.

     Section 8.2   Liquidation Distribution Upon Dissolution of the Trust.
     -----------   ------------------------------------------------------

         (a)       In the event of any voluntary or involuntary liquidation,
dissolution, or winding-up of the Trust (other than in connection with the
redemption of the Securities)(each, a "Liquidation"), the Trust shall be
liquidated by the Administrative Trustees as expeditiously as the Administrative
Trustees determine to be possible by distributing to the Holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, Debentures having an aggregate principal amount equal to the aggregate
stated liquidation amount of the Securities of the Holder to whom such
Debentures are distributed, unless such distribution is determined by the
Property Trustee not to be practicable, in which event the Holders will be
entitled to receive, out of the assets of the Trust legally available for
distribution to Holders after satisfaction of the Trust's liabilities to
creditors, if any, as provided by applicable law, an amount equal to the
aggregate of the stated liquidation amount of $_______ per Security plus
accumulated and unpaid Distributions thereon to the date of payment (such amount
being the "Liquidation Distribution").

                                       46

<PAGE>

Distributions on, such Securities shall be distributed on a Pro Rata basis to
the Holders of the Securities in exchange for such Securities.

         (b)     If, upon any such Liquidation, the Liquidation Distribution can
be paid only in part because the Trust has insufficient assets available to pay
in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Securities shall be paid on a Pro Rata basis. The
Holders of the Common Securities will be entitled to receive distributions upon
any such Liquidation Pro Rata with the Holders of the Capital Securities, except
that if an Indenture Event of Default has occurred and is continuing, the
Capital Securities shall have a preference over the Common Securities with
regard to such distributions as provided for in Section 7.1(b).

         ARTICLE IX - LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
                          DELAWARE TRUSTEES OR OTHERS

     Section 9.1 Liability.
     ----------- ---------

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


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

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

         (b)     Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the 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.

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

     Section 9.2 Exculpation.
     ----------- -----------

         (a)     No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in a
manner such Indemnified Person reasonably believed to be within the scope of the
authority conferred on such Indemnified Person by this Trust Agreement or by
law, except that an Indemnified Person shall be liable for any such loss, damage
or claim incurred by reason of such Indemnified Person's negligence, bad faith
or willful misconduct with respect to such acts or omissions.

                                       47

<PAGE>


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

     Section 9.3 Fiduciary Duty.
     ----------- --------------

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

         (b)     Unless otherwise expressly provided herein:

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

                 (ii) whenever this Trust Agreement or any other agreement
     contemplated herein or therein provides that an Indemnified Person shall
     act in a manner that is, or provides terms that are, fair and reasonable to
     the Trust or any Holder of Securities,

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

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

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

                                       48

<PAGE>


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

     Section 9.4 Indemnification.
     ----------- ---------------

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

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

         (c)     Any indemnification under paragraphs (a) and (b) of this
Section 9.4 (unless ordered by a court) shall be made by the Debenture Issuer
only as authorized in the specific case upon a determination that
indemnification of the Debenture Issuer Indemnified Person is proper in the
circumstances because he has met the applicable standard of conduct set forth in
paragraphs (a) and (b). Such determination shall be made (i) by the
Administrative Trustees by a majority vote of a Quorum consisting of such
Administrative Trustees who were not parties to such action, suit or proceeding,
(ii) if such a Quorum is not obtainable, or even if obtainable, if a Quorum of
disinterested Administrative Trustees so directs, by independent legal counsel
in a written opinion, or (iii) by the Common Securities Holder of the Trust.

                                       49

<PAGE>


         (d)     Expenses (including attorneys' fees) incurred by a Debenture
Issuer Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (a) and (b)
of this Section 9.4 shall be paid by the Debenture Issuer in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Debenture Issuer Indemnified Person to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Debenture Issuer as authorized in this Section 9.4.
Notwithstanding the foregoing, no advance shall be made by the Debenture Issuer
if a determination is reasonably and promptly made (i) by the Administrative
Trustees by a majority vote of a Quorum of disinterested Administrative
Trustees, (ii) if such a Quorum is not obtainable or, even if obtainable, if a
Quorum of disinterested Administrative Trustees so directs, by independent legal
counsel in a written opinion or (iii) the Common Securities Holder of the Trust,
that, based upon the facts known to the Administrative Trustees, counsel or the
Common Securities Holder at the time such determination is made, such Debenture
Issuer Indemnified Person acted in bad faith or in a manner that such Person did
not believe to be in or not opposed to the best interests of the Trust or, with
respect to any criminal proceeding, that such Debenture Issuer Indemnified
Person believed or had reasonable cause to believe his conduct was unlawful. In
no event shall any advance be made in instances where the Administrative
Trustees, independent legal counsel or the Common Securities Holder, as the case
may be, reasonably determine that such Person deliberately breached his duty to
the Trust or its Common or Capital Security Holders.

         (e)     The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 9.4 shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Debenture Issuer or Capital
Security Holders of the Trust or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office. All
rights to indemnification under this Section 9.4 shall be deemed to be provided
by a contract between the Debenture Issuer and each Debenture Issuer Indemnified
Person who serves in such capacity at any time while this Section 9.4 is in
effect. Any repeal or modification of this Section 9.4 shall not affect any
rights or obligations then existing.

         (f)     The Debenture Issuer or the Trust may purchase and maintain
insurance on behalf of any Person who is or was a Debenture Issuer Indemnified
Person against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Debenture Issuer would have the power to indemnify him against such liability
under the provisions of this Section 9.4.

         (g)     For purposes of this Section 9.4, references to "the Trust"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger, so that any person who is or was a director, trustee, officer or
employee of such constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee or agent of another
entity, shall stand in the same position under the provisions of this Section
9.4 with respect to the resulting or surviving entity as he would have with
respect to such constituent entity if its separate existence had continued.


                                       50

<PAGE>

         (h)     The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 9.4 shall, unless otherwise provided when
authorized or ratified, continue as to a Person who has ceased to be a Debenture
Issuer Indemnified Person and shall inure to the benefit of the heirs, executors
and administrators of such a person. The obligation to indemnify as set forth in
this Section 9.4 shall survive the resignation or removal of the Delaware
Trustee or the Property Trustee or the termination of this Trust Agreement.

     Section 9.5 Indemnification and Fees and Expenses of the Trustees. The
     ----------- -----------------------------------------------------
Debenture Issuer agrees to indemnify the Property Trustee, the Delaware Trustee
and their respective officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents, for, and to hold
each of them harmless against, any and all loss, liability, claim, damage or
expense incurred by such Person without negligence or bad faith on the part of
the Property Trustee or the Delaware Trustee, as the case may be, arising out of
or in connection with the acceptance or administration of the trust or trusts
hereunder, including the reasonable costs and expenses (including reasonable
attorneys' fees) of defending against, or investigating, any claim or liability
in connection with the exercise or performance of any of their respective powers
or duties hereunder. The provisions of this Section 9.5 shall survive the
resignation or removal of the Delaware Trustee or the Property Trustee or the
termination of this Trust Agreement.

     Section 9.6 Compensation of the Trustees. The Debenture Issuer agrees to
     ----------- ----------------------------
pay the Property Trustee and the Delaware Trustee, from time to time, such
compensation for all services rendered by the Property Trustee and the Delaware
Trustee hereunder as may be mutually agreed upon in writing by the Debenture
Issuer and the Property Trustee or the Delaware Trustee, as the case may be,
and, except as otherwise expressly provided herein, to reimburse the Property
Trustee and the Delaware Trustee upon its or their request for all reasonable
expenses, disbursements and advances incurred or made by the Property Trustee or
the Delaware Trustee, as the case may be, in accordance with the provisions of
this Trust Agreement, except any such expense, disbursement or advance as may be
attributable to its or their negligence or bad faith.

     Section 9.7 Outside Businesses. Subject to the provisions of Section 6.3,
     ----------- ------------------
any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee
may engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
activities of the Trust, and the Trust and the Holders of Securities shall have
no rights by virtue of this Trust Agreement in and to such independent ventures
or the income or profits derived therefrom, and the pursuit of any such venture,
even if competitive with the activities of the Trust, shall not be deemed
wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or
the Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Property Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or
act on any committee or body of holders of, securities or other obligations of
the Sponsor or its Affiliates.

                                       51

<PAGE>

                             ARTICLE X - ACCOUNTING

     Section 10.1 Fiscal Year. The fiscal year ("Fiscal Year") of the Trust
     ------------ -----------
shall be the calendar year, or such other year as is required by the Code.

     Section 10.2 Certain Accounting Matters.
     ------------ --------------------------

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

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

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

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

     Section 10.3 Banking. The Trust shall maintain one or more bank accounts in
     ------------ -------
the name and for the sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Debentures held by the Property Trustee
shall be made directly to the Property Account and no other funds of the Trust
shall be deposited in the Property Account. The sole signatories for such
accounts shall be designated by the Administrative Trustees; provided, however,
that the Property Trustee shall designate the signatories for the Property
Account.

     Section 10.4 Withholding. The Trust and the Administrative Trustees shall
     ------------ -----------
comply with all withholding requirements under United States federal, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining

                                       52

<PAGE>

the extent of, and in fulfilling, its withholding obligations. The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any authority with respect to distributions or allocations to any
Holder, the amount withheld shall be deemed to be a distribution in the amount
of the withholding to the Holder. In the event of any claimed over withholding,
Holders shall be limited to an action against the applicable jurisdiction. If
the amount required to be withheld was not withheld from actual Distributions
made, the Trust may reduce subsequent Distributions by the amount of such
withholding.

                      ARTICLE XI - AMENDMENTS AND MEETINGS

     Section 11.1 Amendments.
     ------------ ----------

         (a)      Except as otherwise provided in this Trust Agreement or by any
applicable terms of the Securities, this Trust Agreement may only be amended or
modified by a written instrument approved and executed by the Sponsor and (i)
the Administrative Trustees (or, if there are more than two Administrative
Trustees, a majority of the Administrative Trustees), (ii) the Property Trustee
if the amendment affects the rights, powers, duties, obligations or immunities
of the Property Trustee, and (iii) the Delaware Trustee if the amendment affects
the rights, powers, duties, obligations or immunities of the Delaware Trustee.

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

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

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

                       (A) an Officer's Certificate from each of the Trust and
                           the Sponsor that such amendment is permitted by, and
                           conforms to, the terms of this Trust Agreement
                           (including the terms of the Securities) and that all
                           conditions precedent to the execution and delivery of
                           such amendment have been satisfied; and

                       (B) an opinion of counsel (who may be counsel to the
                           Sponsor or the Trust and who shall be reasonably
                           acceptable to the Property Trustee) that such
                           amendment is permitted by, and conforms to, the terms
                           of this Trust Agreement (including the terms of the
                           Securities) and that all conditions

                                       53

<PAGE>


                                  precedent to the execution and delivery of
                                  such amendment have been satisfied; and

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

                             (A)  cause the Trust to be classified as other than
                                  a grantor trust for United States federal
                                  income tax purposes;

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

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

                  (c)  If the Trust has issued any Securities that remain
outstanding:

                       (i) any amendment that would (a) change the amount or
     timing of any distribution on the Securities or otherwise adversely affect
     the amount of any distribution required to be made in respect of the
     Securities as of a specified due date or (b) restrict the right of a Holder
     of Securities to institute suit for the enforcement of any such payment on
     or after such date, will entitle the Holders of such Securities, voting
     together as a single class, to vote on such amendment or proposal and such
     amendment or proposal shall not be effective except with the approval of
     each of the Holders of the Securities affected thereby; and

                       (ii) Except as provided in Section 11.1(c)(i) hereof, any
     provision of this Trust Agreement may be amended by the Administrative
     Trustees and the Sponsor with (i) the consent of the Holders representing
     not less than a Majority in Liquidation Amount of the Securities
     outstanding and (ii) receipt by the Administrative Trustees of an opinion
     of counsel (who shall be reasonably acceptable to the Property Trustee) 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.

                  (d)  This Section 11.1 shall not be amended without the
consent of all of the Holders of the Securities.

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

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

                                       54

<PAGE>

              (g)      Notwithstanding Section 11.1(c), this Trust Agreement may
be amended by the Trustees and the Sponsor without the consent of the Holders of
the Securities, if such amendment does not adversely affect in any material
respect the rights of the holders of the Securities, in order to:

                       (i)   cure any ambiguity or inconsistency;

                       (ii)  correct or supplement any provision in this Trust
         Agreement that may be defective or inconsistent with any other
         provision of this Trust Agreement;

                       (iii) add to the covenants, restrictions or obligations
         of the Sponsor;

                       (iv)  to conform to any change in Rule 3a-5 of the
         Investment Company Act or written change in interpretation or
         application of Rule 3a-5 of the Investment Company Act by any
         legislative body, court, government agency or regulatory authority; or

                       (v)   to modify, eliminate and add to any provision of
         this Trust Agreement to ensure that the Trust will be classified as a
         grantor trust for United States federal income tax purposes at all
         times that any Securities are outstanding or to ensure that the Trust
         will not be required to register as an Investment Company under the
         Investment Company Act.

         Section 11.2  Meetings of the Holders of Securities; Action by Written
         ------------  ---------------------------------------------------------
                       Consent.
                       -------

              (a)      Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Trust Agreement,
the terms of the Securities or the rules of any stock exchange or automated
quotation system on which the Capital Securities are listed or admitted for
trading. The Administrative Trustees shall call a meeting of the Holders of such
class if directed to do so by the Holders of at least 10% in Liquidation Amount
of such class of Securities. Such direction shall be given by delivering to the
Administrative Trustees one or more calls in a writing stating that the signing
Holders of Securities wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called. Any Holders of
Securities calling a meeting shall specify in writing the Certificates held by
the Holders of Securities exercising the right to call a meeting and only those
Securities specified shall be counted for purposes of determining whether the
required percentage set forth in the second sentence of this paragraph has been
met.

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

                       (i) notice of any such meeting shall be given to all the
         Holders of Securities having a right to vote thereat at least seven
         days and not more than 60 days before the date of such meeting.
         Whenever a vote, consent or approval of the Holders of Securities is
         permitted or required under this Trust Agreement or the rules of any
         stock exchange or automated quotation system on which the Capital
         Securities are listed or admitted for trading, such vote, consent or
         approval may be given at a meeting of the

                                       55

<PAGE>

         Holders of Securities. Any action that may be taken at a meeting of the
         Holders of Securities may be taken without a meeting and without prior
         notice if a consent in writing setting forth the action so taken is
         signed by the Holders of Securities owning not less than the minimum
         amount of Securities in liquidation amount that would be necessary to
         authorize or take such action at a meeting at which all Holders of
         Securities having a right to vote thereon were present and voting.
         Prompt notice of the taking of action without a meeting shall be given
         to the Holders of Securities entitled to vote who have not consented in
         writing. The Administrative Trustees may specify that any written
         ballot submitted to the Holders of Securities for the purpose of taking
         any action without a meeting shall be returned to the Trust within the
         time specified by the Administrative Trustees;

                   (ii)  each Holder of a Security may authorize any Person to
         act for it by proxy on all matters in which a Holder of Securities is
         entitled to participate, including waiving notice of any meeting, or
         voting or participating at a meeting. No proxy shall be valid after the
         expiration of 11 months from the date thereof unless otherwise provided
         in the proxy. Every proxy shall be revocable at the pleasure of the
         Holder of Securities executing such proxy. Except as otherwise provided
         herein, all matters relating to the giving, voting or validity of
         proxies shall be governed by the General Corporation Law of the State
         of Delaware relating to proxies, and judicial interpretations
         thereunder, as if the Trust were a Delaware corporation and the Holders
         of the Securities were stockholders of a Delaware corporation;

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

                   (iv)  unless the Business Trust Act, this Trust Agreement,

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

     ARTICLE XII - REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE

         Section 12.1 Representations and Warranties of the Property Trustee.
         ------------ ------------------------------------------------------
The Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Trust Agreement, and each Successor
Property Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:

                                       56

<PAGE>

           (a) the Property Trustee is a banking corporation duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
incorporation or organization, with trust power and authority to execute and
deliver, and to carry out and perform its obligations under the terms of, this
Trust Agreement;

           (b) the Property Trustee satisfies the requirements set forth in
Section 6.3(a);

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

           (d) the execution, delivery and performance of this Trust Agreement
by the Property Trustee do not conflict with or constitute a breach of the
articles of association or incorporation, as the case may be, or the by-laws (or
other similar organizational documents) of the Property Trustee; and

           (e) no consent, approval or authorization of, or registration with or
notice to, any Delaware or federal banking authority is required for the
execution, delivery or performance by the Property Trustee of this Trust
Agreement.

    Section 12.2 Representations and Warranties of the Delaware Trustee. The
    ------------ ------------------------------------------------------
Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Trust Agreement, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:

           (a) the Delaware Trustee satisfies the requirements set forth in
Section 6.2, satisfies Trust Section 3807(a) of the Business Trust Act and has
the power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Trust Agreement and, if it is not a natural
person, is duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization;

           (b) the Delaware Trustee has been authorized to perform its
obligations under the Certificate of Trust and this Trust Agreement; and this
Trust Agreement under Delaware law constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors' rights generally and to
general principles of equity and the discretion of the court (regardless of
whether the enforcement of such remedies is considered in a proceeding in equity
or at law);

           (c) the execution, delivery and performance of this Trust Agreement
by the Delaware Trustee do not conflict with or constitute a breach of the
articles of association or

                                       57

<PAGE>

incorporation, as the case may be, or the by-laws (or other similar
organizational documents) of the Delaware Trustee; and

           (d) no consent, approval or authorization of, or registration with or
notice to, any Delaware or federal banking authority is required for the
execution, delivery or performance by the Delaware Trustee of this Trust
Agreement.

                          ARTICLE XIII - MISCELLANEOUS

    Section 13.1 Notices. All notices provided for in this Trust Agreement shall
    ------------ -------
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

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

                            Chittenden Capital Trust I
                            c/o Chittenden Corporation
                            Two Burlington Square
                            Burlington, Vermont  05401
                            Attention:  General Counsel
                            Facsimile No.:  (802) 660-1577

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

                            The Bank of New York (Delaware)
                            [insert address]
                            Attention:  Corporate Trust Department
                            Facsimile No.:  _________

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

                            The Bank of New York
                            [insert address]
                            Attention:  Corporate Trust Administrator
                            Facsimile No.:  _________

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

                                       58

<PAGE>

                              Chittenden Capital Trust I
                              c/o Chittenden Corporation
                              Two Burlington Square
                              Burlington, Vermont  05401
                              Attention:  General Counsel
                              Facsimile No.:  (802) 660-1577

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

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

         Section 13.2 Governing Law. This Trust Agreement and the Securities and
         ------------ -------------
the rights of the parties hereunder and thereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware, without regard
to conflicts of law principles thereof.

         Section 13.3 Intention of the Parties. It is the intention of the
         ------------ ------------------------
parties hereto that the Trust be classified for United States federal income tax
purposes as a grantor trust. The provisions of this Trust Agreement shall be
interpreted in a manner consistent with such classification.

         Section 13.4 Headings. Headings contained in this Trust Agreement are
         ------------ --------
inserted for convenience of reference only and do not affect the interpretation
of this Trust Agreement or any provision hereof.

         Section 13.5 Successors and Assigns. Whenever in this Trust Agreement
         ------------ ----------------------
any of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Trust Agreement by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.

         Section 13.6 Partial Enforceability. If any provision of this Trust
         ------------ ----------------------
Agreement, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Trust Agreement, or the application
of such provision to Persons or circumstances other than those to which it is
held invalid, shall not be affected thereby.

         Section 13.7 Counterparts. This Trust Agreement may contain more than
         ------------ ------------
one counterpart of the signature page and this Trust Agreement may be executed
by the affixing of the signature of each of the parties hereto to one of such
counterpart signature pages. All of such counterpart signature pages shall be
read as though one, and they shall have the same force and effect as though all
of the signers had signed a single signature page.

                                       59

<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.

                                     CHITTENDEN CORPORATION,
                                     as Sponsor, as Common Securities Holder and
                                     as Debenture Issuer



                                     By: _______________________________________
                                         Name:
                                         Title:


                                     THE BANK OF NEW YORK,
                                     as Property Trustee


                                     By: _______________________________________
                                         Name:
                                         Title:


                                     THE BANK OF NEW YORK (DELAWARE), as
                                     Delaware Trustee



                                     By: _______________________________________
                                         Name:
                                         Title:


                                     [Name of Administrative Trustee],
                                     as Administrative Trustee




                                     [Name of Administrative Trustee],
                                     as Administrative Trustee




                                     [Name of Administrative Trustee],
                                     as Administrative Trustee

                                       60

<PAGE>

                                    EXHIBIT A
                                    ---------

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

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

CERTIFICATE NO.:_________                 NUMBER OF CAPITAL SECURITIES:_________

CUSIP NO.:_______________



                 CERTIFICATE EVIDENCING [ ]% CAPITAL SECURITIES
                                       OF
                          CHITTENDEN CAPITAL TRUST ___

                             [ ]% CAPITAL SECURITIES

                            FULLY AND UNCONDITIONALLY
                      GUARANTEED BY CHITTENDEN CORPORATION

         CHITTENDEN CAPITAL TRUST __, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that (the
"Holder") is the registered owner

                                       A-1

<PAGE>

of capital securities of the Trust representing undivided beneficial ownership
interests in the assets of the Trust and designated the "___% Capital
Securities" (the "Capital Securities"). The Capital Securities are transferable
on the register 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 the Trust Agreement (as defined below). The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Capital Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Trust Agreement of the
Trust, dated as of _________, 20__, as the same may be amended from time to time
(the "Trust Agreement"), by and among CHITTENDEN CORPORATION, as Sponsor,
_____________________, _____________________ and _____________________, as
Administrative Trustees, THE BANK OF NEW YORK, as Property Trustee, and THE BANK
OF NEW YORK (DELAWARE), as Delaware Trustee, and the holders, from time to time,
of undivided beneficial ownership interests in the assets of the Trust.
Capitalized terms used herein but not defined shall have the meaning given them
in the Trust Agreement. The Holder is entitled to the benefits of the Guarantee
to the extent described therein. The Sponsor will provide a copy of the Trust
Agreement, the Guarantee and the Indenture to a Holder without charge upon
written request to the Sponsor at its principal place of business.

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

         By acceptance, the Holder agrees to treat, for United States federal,
state and local income tax purposes, the Debentures as indebtedness and the
Capital Securities as evidence of undivided beneficial ownership interests in
the Debentures.

         IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of _________, 20__.

                                             CHITTENDEN CAPITAL TRUST __



                                             By: _______________________________
                                                 Name:
                                                 Title: Administrative Trustee

         This is one of the Capital Securities of Chittenden Capital Trust __
referred to in the within-mentioned Trust Agreement.

                                             THE BANK OF NEW YORK,
                                             as Property Trustee


                                             By: _______________________________
                                                         Authorized Officer

                                      A-2

<PAGE>

                                    EXHIBIT B
                                    ---------

       TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH
                   IN THE TRUST AGREEMENT REFERRED TO BELOW.

CERTIFICATE NO.:_________                  NUMBER OF COMMON SECURITIES:_________



                  CERTIFICATE EVIDENCING [ ]% COMMON SECURITIES
                                       OF
                          CHITTENDEN CAPITAL TRUST ___

                             [ ]% COMMON SECURITIES

         CHITTENDEN CAPITAL TRUST __, a statutory business trust created under
the laws of the State of Delaware (the "Trust"), hereby certifies that
CHITTENDEN CORPORATION (the "Holder") is the registered owner of common
securities of the Trust representing an undivided beneficial ownership interests
in the assets of the Trust designated the "__% Common Securities" (the "Common
Securities"). The Common Securities are not transferable and any attempted
transfer thereof shall be void except as permitted by applicable law and by
Section 7.9(b)(ii) of the Trust Agreement (as defined below). The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Trust Agreement of the
Trust, dated as of _______, 20__ (as the same may be amended from time to time,
the "Trust Agreement"), by and among CHITTENDEN CORPORATION, as Sponsor,
_____________________, _____________________ and _____________________, as
Administrative Trustees, THE BANK OF NEW YORK, as Property Trustee, and THE BANK
OF NEW YORK (DELAWARE), as Delaware Trustee, and the holders, from time to time,
of undivided beneficial ownership interests in the assets of the Trust.
Capitalized terms used herein but not defined shall have the meaning given them
in the Trust Agreement. The Holder is entitled to the benefits of the Guarantee
to the extent described therein. The Sponsor will provide a copy of the Trust
Agreement, the Guarantee and the Indenture to the Holder without charge upon
written request to the Sponsor at its principal place of business.

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

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

                                      B-1

<PAGE>

         IN WITNESS WHEREOF, the Trust has executed this certificate this ____
day of _________, 20__.

                                              CHITTENDEN CAPITAL TRUST __



                                              By: ______________________________
                                                  Name:
                                                  Title:  Administrative Trustee

                                      B-2