<PAGE>

                                                                     Exhibit 4.9







                             AMENDED AND RESTATED
                                TRUST AGREEMENT
                             AGL CAPITAL TRUST III
                            Dated as of [________]

================================================================================
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

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

SECTION 1.1      Definitions................................................................................2

                                                         ARTICLE II
                                                     TRUST INDENTURE ACT

SECTION 2.1      Trust Indenture Act; Application...........................................................8

SECTION 2.2      Lists of Holders of Securities.............................................................8

SECTION 2.3      Reports by the Property Trustee............................................................9

SECTION 2.4      Periodic Reports to Property Trustee.......................................................9

SECTION 2.5      Evidence of Compliance with Conditions Precedent...........................................9

SECTION 2.6      Events of Default; Waiver..................................................................9

SECTION 2.7      Event of Default; Notice..................................................................11

                                                        ARTICLE III
                                                       ORGANIZATION

SECTION 3.1      Name......................................................................................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..........................................................................21

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.........................................................................22

SECTION 3.15     Mergers...................................................................................22
</TABLE>

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                                  (continued)

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                                                       ARTICLE IV
                                                        SPONSOR

SECTION 4.1      Sponsor's Purchase of Common Securities...................................................24

SECTION 4.2      Responsibilities of the Sponsor...........................................................24

SECTION 4.3      Right to Proceed..........................................................................24

                                                        ARTICLE V
                                                        TRUSTEES

SECTION 5.1      Number of Trustees: Appointment of Co-Trustee.............................................25

SECTION 5.2      Delaware Trustee..........................................................................25

SECTION 5.3      Property Trustee; Eligibility.............................................................26

SECTION 5.4      Certain Qualifications of Administrative Trustees and Delaware Trustee Generally..........26

SECTION 5.5      Administrative Trustees...................................................................27

SECTION 5.6      Appointment, Removal and Resignation of Trustees..........................................27

SECTION 5.7      Vacancies among Trustees..................................................................29

SECTION 5.8      Effect of Vacancies.......................................................................29

SECTION 5.9      Meetings..................................................................................29

SECTION 5.10     Delegation of Power.......................................................................29

SECTION 5.11     Merger, Conversion, Consolidation or Succession to Business...............................30

SECTION 5.12     Compensation and Expenses of Delaware Trustee and Property Trustee........................30

                                                       ARTICLE VI
                                                      DISTRIBUTIONS

SECTION 6.1      Distributions.............................................................................30

                                                       ARTICLE VII
                                                  ISSUANCE OF SECURITIES

SECTION 7.1      General Provisions Regarding Securities...................................................31

SECTION 7.2      Execution and Authentication..............................................................31

SECTION 7.3      Form and Dating...........................................................................32

SECTION 7.4      Registrar and Paying Agent................................................................33

SECTION 7.5      Paying Agent to Hold Money in Trust.......................................................33

SECTION 7.6      Replacement Securities....................................................................34
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                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
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SECTION 7.7      Outstanding Trust Preferred Securities....................................................34

SECTION 7.8      Trust Preferred Securities in Treasury....................................................34

SECTION 7.9      Temporary Securities......................................................................35

SECTION 7.10     Cancellation..............................................................................35

SECTION 7.11     CUSIP Numbers.............................................................................36

                                                  ARTICLE VIII
                                              TERMINATION OF TRUST

SECTION 8.1      Termination of Trust......................................................................36

                                                  ARTICLE IX
                                             TRANSFER OF INTERESTS

SECTION 9.1      Transfer of Securities....................................................................37

SECTION 9.2      Transfer Procedures and Restrictions......................................................37

SECTION 9.3      Deemed Security Holders...................................................................40

SECTION 9.4      Book Entry Interests......................................................................40

SECTION 9.5      Notices to Clearing Agency................................................................41

SECTION 9.6      Appointment of Successor Clearing Agency..................................................41

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

SECTION 10.1     Liability.................................................................................41

SECTION 10.2     Exculpation...............................................................................42

SECTION 10.3     Fiduciary Duty............................................................................42

SECTION 10.4     Indemnification...........................................................................43

SECTION 10.5     Outside Businesses........................................................................45

                                                  ARTICLE XI
                                                  ACCOUNTING

SECTION 11.1     Fiscal Year...............................................................................46

SECTION 11.2     Certain Accounting Matters................................................................46

SECTION 11.3     Banking...................................................................................47

SECTION 11.4     Withholding...............................................................................47
</TABLE>

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                                  (continued)

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                                                  ARTICLE XII
                                            AMENDMENTS AND MEETINGS

SECTION 12.1     Amendments................................................................................47

SECTION 12.2     Meetings of the Holders; Action by Written Consent........................................49

                                                  ARTICLE XIII
                                           REPRESENTATIONS OF PROPERTY
                                           TRUSTEE AND DELAWARE TRUSTEE

SECTION 13.1     Representations and Warranties of Property Trustee........................................50

SECTION 13.2     Representations and Warranties of Delaware Trustee........................................51

                                                  ARTICLE XIV
                                                 MISCELLANEOUS

SECTION 14.1     Notices...................................................................................52

SECTION 14.2     Governing Law.............................................................................53

SECTION 14.3     Intention of the Parties..................................................................53

SECTION 14.4     Headings..................................................................................53

SECTION 14.5     Successors and Assigns....................................................................53

SECTION 14.6     Partial Enforceability....................................................................53

SECTION 14.7     Counterparts..............................................................................54
</TABLE>

                                     -iv-
<PAGE>

                                                                     Exhibit 4.9

                             AMENDED AND RESTATED

                                TRUST AGREEMENT

                                      OF

                             AGL CAPITAL TRUST III

                                  [________]


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

          WHEREAS, the Trustees and the Sponsor established AGL Capital Trust
III (the "Trust"), a trust formed under the Delaware Business Trust Act pursuant
to a Trust Agreement dated as of [________] (the "Original Agreement"), and a
Certificate of Trust filed with the Secretary of State of the State of Delaware
on [________];

          WHEREAS, as of the date hereof, no interests in the Trust have been
issued;

          WHEREAS, all of the Trustees and the Sponsor, by this Agreement, amend
and restate each and every term and provision of the Original Agreement; and

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act (as defined
herein) and that this Agreement constitute the governing instrument of such
business trust, the Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Agreement.

                                   ARTICLE I
                        INTERPRETATION AND DEFINITIONS

     SECTION 1.1    Definitions.

                                       1
<PAGE>

          Unless the context otherwise requires:

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

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

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

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

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

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

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

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

          "Agent" means any Paying Agent or Registrar.
           -----

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

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

          "Business Day" means any day other than a Saturday or a Sunday or a
           ------------
day on which banking institutions in the City of New York, New York or Atlanta,
Georgia are authorized or required by law or executive order to remain closed.

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

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

                                       2
<PAGE>

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

          "Closing Time" means the "Closing Time" under the Underwriting
           ------------             ------------
Agreement.

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

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

          "Common Securities" shall mean undivided beneficial interests in the
           -----------------
assets of AGL Capital Trust III which rank pari passu with Trust Preferred
Securities issued by AGL Capital Trust III; provided, however, that if an Event
of Default has occurred and is continuing, no payments in respect of
Distributions on, or payments upon liquidation, redemption or otherwise with
respect to, the Common Securities shall be made until the holders of the Trust
Preferred Securities shall be paid in full the Distributions and the
liquidation, redemption and other payments to which they are entitled.

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

          "Corporate Trust Office" means the office of the Property Trustee at
           ----------------------
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at 101 Barclay Street, 21 West, New York,
New York 10286, Attention: Corporate Trust Trustee Administration.

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

          "Debenture Issuer" means AGL Capital Corporation., a Nevada
           ----------------
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.

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

          "Debentures" means the [_]% Junior Subordinated Deferrable Interest
           ----------
Debentures due [________] of the Debenture Issuer issued pursuant to the
Indenture.

                                       3
<PAGE>

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

          "Definitive Trust Preferred Securities" shall have the meaning set
           -------------------------------------
forth in Section 7.3(c).

          "Delaware Trustee" has the meaning set forth in Section 5.2.
           ----------------

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

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

          "Event of Default" in respect of the Securities means:
           ----------------

          (a)  the occurrence of a Debenture Event of Default; or

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

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

          (d)  default in the performance, or breach, in any material respect,
of any covenant or warranty of the Trustees in this Agreement (other than a
covenant or warranty a default in the performance of which or the breach of
which is dealt with in clause (b) or (c), above) and continuation of such
default or breach for a period of 90 days after there has been given, by
registered or certified mail, to the defaulting Trustee or Trustees by the
Holders of at least 25% in liquidation amount of the outstanding Trust Preferred
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder.

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

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

          "Global Trust Preferred Securities" has the meaning set forth in
           ---------------------------------
Section 7.3(a).

          "Global Trust Preferred Security" has the meaning set forth in Section
           -------------------------------
7.3(a).

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

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

                                       4
<PAGE>

          "Indenture" means the Indenture dated as of [________], among the
           ---------
Debenture Issuer and The Bank of New York, as amended from time to time.

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

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

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

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

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

          "Ministerial Action" has the meaning set forth in Annex I hereto.
           ------------------

          "Officer's Certificate" means, with respect to any Person, a
           ---------------------
certificate signed by the Chairman, a Vice Chairman, the Chief Executive
Officer, the President, a Vice President, the Comptroller, the Treasurer or an
Assistant Treasurer, the Secretary or an Assistant Secretary, or the Secretary
or an Assistant Secretary of such Person. Any Officers, Certificate delivered
with respect to compliance with a condition or covenant provided for in this
Agreement shall include:

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

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

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

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

                                       5
<PAGE>

          "Opinion of Counsel" shall mean a written opinion of counsel, who may
           ------------------
be an employee of the Sponsor, and who shall be acceptable to the Property
Trustee.

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

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

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

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

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

          "Registration Statement" shall mean a registration statement on Form
           ----------------------
S-3 or other appropriate form, and all amendments and exhibits thereto, for the
registration of the Securities with the Commission.

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

          "Responsible Officer" shall mean, when used with respect to the
           -------------------
Trustee, any officer within the corporate trust office of the Trustee, including
any vice-president, any assistant vice-president, assistant secretary, assistant
treasurer, trust officer or any other officer or agent of the Trustee who
customarily performs functions similar to those performed by the Person who at
the time shall be such officer, respectively, or to whom any corporate trust
matter is referred because of such person's knowledge of and familiarity with
the particular subject and who shall have direct responsibility for the
administration of this Agreement.

          "Rule 3a-5" means Rule 3a-5 under the Investment Company Act, or any
           ---------
successor rule or regulation.

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

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

          "Sponsor" means AGL Capital Corporation, a Nevada corporation, or any
           -------
successor entity resulting from any merger, consolidation, amalgamation or other
business combination, in its capacity as sponsor of the Trust.

                                       6
<PAGE>

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

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

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

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

          "Trust Preferred Securities" shall mean undivided beneficial interests
           --------------------------
in the assets of AGL Capital Trust III which rank pari passu with the Common
Securities issued by AGL Capital Trust III; provided, however, that if an Event
                                            -----------------
of Default has occurred and is continuing, no payments in respect of
Distributions on, or payments upon liquidation, redemption or otherwise with
respect to, the Common Securities shall be made until the holders of the Trust
Preferred Securities shall be paid in full the Distributions and the
liquidation, redemption and other payments to which they are entitled.

          "Trust Preferred Securities Guarantee" means the Trust Preferred
           ------------------------------------
Securities Guarantee Agreement dated as of [________], by AGL Resources Inc. in
respect of the Trust Preferred Securities.

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

          "25% in liquidation amount" means, with respect to the Trust
           -------------------------
Securities, except as provided in the terms of the Trust Preferred Securities or
by the Trust Indenture Act, Holder(s) of outstanding Trust Securities voting
together as a single class or, as the context may require, Holders of
outstanding Trust Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of 25% or
more of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.

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

                                       7
<PAGE>

                                   ARTICLE II
                               TRUST INDENTURE ACT

         SECTION 2.1 Trust Indenture Act; Application.

               (a)   This Agreement is subject to the provisions of the Trust
Indenture Act that would be required to be part of this Agreement, if this
Agreement were to be qualified under the Trust Indenture Act, and shall, to such
extent, be governed by such provisions.

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

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

               (d)   The application of the Trust Indenture Act to this
Agreement shall not affect the 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, unless the Property
Trustee is Registrar for the Securities (i) within 15 days after each record
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 ("List of
Holders") as of such record date, provided that neither the Sponsor nor the
Administrative Trustees on behalf of the Trust shall be obligated to provide
such List of Holders at any time the List of Holders does not differ from the
most recent List of Holders given to the Property Trustee by the Sponsor and the
Administrative Trustees on behalf of the Trust, and (ii) at any other time,
within 30 days of receipt by the Trust of a written request for a List of
Holders as of a date no more than 15 days before such List of Holders is given
to the Property Trustee. The Property Trustee shall preserve, in as current a
form as is reasonably practicable, all information contained in Lists of Holders
given to it or which it receives in the capacity as Paying Agent (if acting in
such capacity), provided that the Property Trustee may destroy any List of
Holders previously given to it on receipt of a new List of Holders.

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

               (c)   The Property Trustee shall be protected in relying
on (S) 312(c) of the Trust Indenture Act.

         SECTION 2.3 Reports by the Property Trustee.

               Within 60 days after May 15 of each year, commencing May 15,
[___], the Property Trustee shall provide to the Holders of the Trust Preferred
Securities such reports as are required by (S) 313 of the Trust Indenture Act,
if any, in the form and in the manner provided by (S)

                                       8
<PAGE>

313 of the Trust Indenture Act. The Property Trustee shall also comply with the
requirements of (S) 313(d) of the Trust Indenture Act.

         SECTION 2.4 Periodic Reports to Property Trustee.

               Each of the Sponsor and the Administrative Trustees on behalf of
the Trust shall provide to the Property Trustee such documents, reports and
information as are required by (S) 314 (if any) and the compliance certificate
required by (S) 314 of the Trust Indenture Act in the form, in the manner and at
the times required by (S) 314(a)(4) of the Trust Indenture Act, such compliance
certificate to be delivered annually on or before 120 days after the end of each
fiscal year of the Sponsor.

               Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee's receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Trust's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates).

         SECTION 2.5 Evidence of Compliance with Conditions Precedent.

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

               Each certificate or opinion provided for in this Agreement and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Agreement shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.

         SECTION 2.6 Events of Default; Waiver.

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

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

                     (ii) requires the consent or vote of greater than a
majority in aggregate principal amount of the holders of the Debentures (a
"Super Majority") to be waived under the

                                       9
<PAGE>

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

               The Holders of a Majority in liquidation amount of the Trust
Preferred Securities shall 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, including the right to direct the Property Trustee to exercise the
remedies available to it as holder of the Debentures; provided, however, that
(subject to the provisions of Section 3.9) the Property Trustee shall have the
right to decline to follow any such direction if the Property Trustee shall
determine that the action so directed would be unjustly prejudicial to the
Holders not taking part in such direction or if the Property Trustee, being
advised by counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Property Trustee, in good faith, by its board of
directors or trustees, executive committee, or a trust committee of directors or
trustees and/or Responsible Officers, shall determine that the action or
proceedings so directed would involve the Property Trustee in personal
liability.

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

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

                     (ii) requires the consent or vote of a Super Majority to be
waived, except where the Holders of the Common Securities are deemed to have
waived such Event of Default under the Agreement as provided below in this
Section 2.6(b), the Event of Default under the Agreement may only be waived by
the vote of the Holders of at least the proportion in

                                       10
<PAGE>

aggregate liquidation amount of the Common Securities that the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding;

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

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

         SECTION 2.7 Event of Default; Notice.

               (a)   The Property Trustee shall, within 90 days after the
occurrence of an Event of Default actually known to a Responsible Officer of the
Property Trustee, transmit by mail, first class postage prepaid, to the Holders,
the Administrative Trustee and the Sponsor, written notice of such Event of
Default, unless such Event of Default has been cured before the giving of such
notice; provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Trust Preferred Securities or the
Debentures, the Property Trustee shall be protected 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.

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

                     (i)   a default under subparagraph (b) or (c) of the
definition "Event of Default" in this Agreement;

                     (ii)  a default under Sections 5.01(a) and 5.01(b) of the
Indenture; or

                                       11
<PAGE>

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

                                   ARTICLE III
                                  ORGANIZATION

         SECTION 3.1 Name.
                     -----

               The Trust is named "AGL CAPITAL TRUST III" as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders of Securities. The Trust's activities may be conducted
under the name of the Trust or any other name deemed advisable by the
Administrative Trustees.

         SECTION 3.2 Office.
                     ------

               The address of the principal office of the Trust is c/o AGL
Capital Corporation, 2325-B Renaissance Drive, Las Vegas, Nevada 89119. 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 Securities, (b) use the proceeds from the sale of the Securities
to acquire the Debentures, and (c) except as otherwise limited herein, to engage
in only those other activities necessary, advisable or incidental thereto. The
Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, mortgage or pledge any of its assets, or otherwise undertake (or
permit to be undertaken) any activity that would cause the Trust not to be
classified for United States federal income tax purposes as a grantor trust.

         SECTION 3.4 Authority.
                     ---------

               Subject to the limitations provided in this Agreement and to the
specific duties of the Property Trustee, the Administrative Trustees shall have
exclusive and complete authority to carry out the purposes of the Trust. An
action taken by 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. However, from and including
the date of the Original Agreement until and including the date of this
Agreement, the Sponsor shall have complete authority to carry out the purposes
of this Trust in addition to any other specific duties of or authority provided
the Sponsor in this Agreement, and any actions taken by the Sponsor during such
time on behalf of the Trust 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, or the Sponsor,
as provided in this Section, to bind the Trust. Persons dealing with the Trust
are entitled to rely conclusively on the power and authority of the Trustees and
the Sponsor, as provided in this Section, as set forth in this Agreement.

         SECTION 3.5 Title to Property of the Trust.

                                       12
<PAGE>

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

         SECTION 3.6 Powers and Duties of the Administrative Trustees.

               Except as provided in Section 3.4, the Administrative Trustees
shall have the exclusive power, duty and authority to cause the Trust to engage
in the following activities:

               (a)   to issue and sell the Securities in accordance with this
Agreement; provided, however, that except as contemplated in Section 7.1(a), (i)
the Trust may issue no more than one series of Trust Preferred Securities and no
more than one series of Common Securities, (ii) there shall be no interests in
the Trust other than the Securities, and (iii) the issuance of Securities shall
be limited to a simultaneous issuance of both Trust Preferred Securities and
Common Securities at any Closing Time,

               (b)   in connection with the issue and sale of the Trust
Preferred Securities, at the direction of the Sponsor, to:

                     (i)   prepare, execute, and file with the Commission under
the Securities Act the Registration Statement, and to make such other required
filings as may be deemed necessary or appropriate;

                     (ii)  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 Securities and the Trust Preferred
Securities Guarantee in any State in which the Sponsor has determined to qualify
or register such Securities for sale;

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

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

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

                     (vi)  execute and enter into the Underwriting Agreement
providing for the sale of the Trust Preferred Securities;

               (c)   to acquire the Debentures with the proceeds of the sale of
the Trust Preferred Securities and the Common Securities;

                                       13
<PAGE>

          (d)  to give the Sponsor and the Property Trustee prompt written
notice of the occurrence of a Tax Event or an Investment Company Act 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 (S) 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of Trust Preferred 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 the Securities or this
Agreement;

          (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 and pay reasonable compensation for such services;

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

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

          (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 for the
Securities or to appoint a Paying Agent for the Securities as provided in
Section 7.4 except for such time as such power to appoint a Paying Agent is
vested in the Property Trustee;

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

          (n)  to execute 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;

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

                                       14
<PAGE>

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

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

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

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

          (q)  to take all action necessary to cause the Securities to be
registered pursuant to an effective registration statement.

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

          Any and all such actions heretofore taken by the Sponsor are hereby
ratified and confirmed.

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

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

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

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

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

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

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

          (c)  possess Trust property for other than a Trust purpose;

                                       15
<PAGE>

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

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

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

          (g)  other than as provided in this Agreement or Annex I, (i) direct
     the time, method and place of conducting any proceeding with respect to any
     remedy available to the Debenture Trustee, or exercising any trust or power
     conferred upon the Debenture Trustee with respect to the Debentures, (ii)
     waive any past default that is waivable under the Indenture, (iii) exercise
     any right to rescind or annul any Agreement that the principal of all the
     Debentures shall be due and payable, or (iv) consent to any amendment,
     modification or termination of the Indenture or the Debentures where such
     consent shall be required unless the Trust shall have received an opinion
     of a nationally recognized independent tax counsel experienced in such
     matters to the effect that such modification will not cause more than an
     insubstantial risk that for United States federal income tax purposes the
     Trust will not be classified as a grantor trust.

     SECTION 3.8  Powers and Duties of the Property Trustee.

          (a)  The legal title to the Debentures shall be owned by and held of
record in the name of the Property Trustee in trust for the benefit of the
Holders. The right, title and interest of the Property Trustee to the Debentures
shall vest automatically in each Person who may hereafter be appointed as
Property Trustee in accordance with Section 5.6. 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:

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

                                       16
<PAGE>

               (ii)  engage in such ministerial activities as shall be necessary
or appropriate to effect the redemption of 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 shall be necessary or appropriate to effect
the distribution of the Debentures to Holders of Securities upon the occurrence
of certain events.

          (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 the Securities or this Agreement.

          (e)  Subject to Section 3.9(a), the Property Trustee shall take any
Legal Action which arises out of or in connection with an Event of Default of
which a Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee's duties and obligations under this Agreement or the Trust
Indenture Act and if such Property Trustee shall have failed to take such Legal
Action, the Holders of the Trust Preferred Securities may, to the extent
permitted by applicable law, take such Legal Action, to the same extent as if
such Holders of Trust Preferred Securities held an aggregate principal amount of
Debentures equal to the aggregate liquidation amount of such Trust Preferred
Securities, without first proceeding against the Property Trustee or the Trust.

          (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 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 5.6 (a "Successor Property
Trustee").

          (g)  The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default under the Indenture actually known to a
Responsible Officer of the Property Trustee occurs and is continuing, the
Property Trustee shall, for the benefit of Holders, 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 shall be authorized to undertake any actions
set forth in (S) 317(a) of the Trust Indenture Act.

          (i)  For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all securities and any such Paying Agent
shall comply with (S) 317(b) of the Trust Indenture Act. Any such additional
Paying Agent may be removed by the Property Trustee at any time the Property
Trustee remains as Paying Agent and a successor Paying Agent or additional
Paying

                                       17
<PAGE>

Agents may be (but are not required to be) appointed at any time by the Property
Trustee while the Property Trustee is so acting as Paying Agent.

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

          The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee 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 Event of
Default and after the curing of all Trust Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically set
forth in this Agreement and in the Securities and no implied covenants shall be
read into this Agreement against the Property Trustee. In case an Event of
Default has occurred (that has not been cured or waived pursuant to Section 2.6)
of which a Responsible Officer of the Property Trustee has actual knowledge, the
Property Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

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

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

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

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

                                       18
<PAGE>

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

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

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

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

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

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

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

               (ix)   whether or not therein expressly so provided, every
provision of this Agreement relating to the conduct or affecting the liability
of or affording protection to the Property Trustee shall be subject to the
provisions of this Section.

     SECTION 3.10  Certain Rights of Property Trustee.

          (a)  Subject to the provisions of Section 3.9:

                                       19
<PAGE>

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

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

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

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

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

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

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

                                       20
<PAGE>

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

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

               (x)    whenever in the administration of this Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder, the Property
Trustee (i) may request instructions from the Holders 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 or accordance with such instructions;

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

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

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

     SECTION 3.11  Delaware Trustee.

          Notwithstanding any other provision of this Agreement other than
Section 5.2, the Delaware Trustee shall not be entitled to exercise any powers,
nor shall the Delaware Trustee have any of the duties and responsibilities of
the Administrative Trustees or the Property Trustee described in this Agreement.
Except as set forth in Section 5.2, the Delaware Trustee shall be a Trustee for
the sole and limited purpose of fulfilling the requirements of (S) 3807 of the
Business Trust Act.

     SECTION 3.12  Execution of Documents.

                                       21
<PAGE>

          Each 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; provided that, the registration
statement referred to in Section 3.6(b)(i), including any amendments thereto,
shall be signed by at least a majority of the Administrative Trustees. In
addition, from and including the date of the Original Agreement until and
including the date of this Agreement, the Sponsor is authorized to execute on
behalf of the Trust any documents that the Sponsor has the power and authority
to execute pursuant to Section 3.4.

     SECTION 3.13     Not Responsible for Recitals or Issuance of Securities.

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

     SECTION 3.14     Duration of Trust.

          The Trust, unless terminated pursuant to the provisions of Article
VIII hereof, shall have existence up to [________].

     SECTION 3.15     Mergers.
                      --------

          (a)  The Trust may not merge with or into, consolidate, amalgamate, 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).

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

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

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

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

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

                                       22
<PAGE>

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

               (iv)   such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease does not cause the Trust Preferred Securities
(including any Successor Trust Preferred 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 (including any Successor Securities) in any
material respect (other than with respect to any dilution of such Holders'
interests in the new entity);

               (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 an independent counsel to the Trust experienced in such matters to the effect
that:

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

                      (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

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

          (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets as an entirety or 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 the Successor Entity not to be classified as a grantor trust for United
States federal income tax purposes.

                                  ARTICLE IV
                                    SPONSOR

     SECTION 4.1    Sponsor's Purchase of Common Securities.

                                       23
<PAGE>

          At the Closing Time, the Sponsor will purchase all of the Common
Securities then issued by the Trust, in an amount at least equal to 3% of the
capital of the Trust, at the same time as the Trust Preferred Securities are
issued and sold.

     SECTION 4.2    Responsibilities of the Sponsor.

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

          (a)  to prepare and file by the Trust with the Commission the
Registration Statement, including any amendments thereto;

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

          (c)  if deemed necessary or advisable by the Sponsor, to prepare for
filing by the Trust an application to the New York Stock Exchange or any other
national stock exchange or the Nasdaq National Market for listing or quotation
of the Trust Preferred Securities;

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

          (e)  to negotiate the terms of the Underwriting Agreement providing
for the sale of the Trust Preferred Securities; and

          (f)  to execute and deliver to the depository of the Trust Preferred
Securities such certificates and authorizations requested or required thereby
and the prior acts of the Sponsor with respect thereto are ratified and approved
in all respects.

     SECTION 4.3    Right to Proceed.

          The Sponsor acknowledges the rights of the Holders of Trust Preferred
Securities, in the event that a failure of the Trust to pay Distributions on the
Trust Preferred Securities is attributable to the failure of the Debenture
Issuer to pay interest or principal on the Debentures, to institute a proceeding
directly against the Debenture Issuer or the guarantor under the Indenture for
enforcement of its payment obligations on the Debentures.

                                   ARTICLE V
                                   TRUSTEES

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

          The number of Trustees initially shall be four (4), and:

                                       24
<PAGE>

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

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

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

     SECTION 5.2    Delaware Trustee.

          If required by the Business Trust Act, one 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,

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.

          The initial Delaware Trustee shall be:

               The Bank of New York (Delaware)
               White Clay Center, Route 273
               Newark, Delaware 19711

                                       25
<PAGE>

         SECTION 5.3    Property Trustee; Eligibility.

               (a)   There shall at all times be one Trustee (the "Property
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 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 5.3(a)(ii),
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.

               (b)   If at any time the Property Trustee shall cease to be
eligible to so act under Section 5.3(a), the Property Trustee shall immediately
resign in the manner and with the effect set forth in Section 5.6(c).

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

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

               (e)   The initial Property Trustee shall be:

                     The Bank of New York
                     101 Barclay Street, 21 West
                     New York, New York 10286
                     Attention:  Corporate Trust Trustee Administration

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

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

         SECTION 5.5    Administrative Trustees.

                                       26
<PAGE>

                  The initial Administrative Trustees shall be:

                      Paul R. Shlanta
                      Thomas L. Gleason

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

                  (b) Unless otherwise determined by the Administrative
Trustees, and 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, provided, that,
the registration statement referred to in Section 3.6, including any amendments
thereto, shall be signed by a majority of the Administrative Trustees; and

                  (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.

         SECTION 5.6    Appointment, Removal and Resignation of Trustees.

                  (a) Subject to Section 5.6(b) of this Agreement and to Section
6(b) of Annex I hereto, Trustees may be appointed or removed without cause at
any time:

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

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

                      (iii) if an Event of Default shall have occurred and be
continuing after the issuance of the Securities, with respect to the Property
Trustee or the Delaware Trustee, by vote of Holders of a Majority in liquidation
amount of the Trust Preferred Securities voting as a class at a meeting of
Holders of the Trust Preferred Securities.

                  (b) (i)   The Trustee that acts as Property Trustee shall not
be removed in accordance with Section 5.6(a) until a Successor Property Trustee
has been appointed and has accepted such appointment by written instrument
executed by such Successor Property Trustee and delivered to the Administrative
Trustees and the Sponsor; and

                      (ii)  the Trustee that acts as Delaware Trustee shall not
be removed in accordance with this Section 5.6(a) until a successor Trustee
possessing the qualifications to act as Delaware Trustee under Sections 5.2 and
5.4 (a "Successor Delaware Trustee") has been

                                       27
<PAGE>

appointed and has accepted such appointment by written instrument executed by
such Successor Delaware Trustee and delivered to the Administrative Trustees and
the Sponsor.

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

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

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

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

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

                  (d) The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.6.

                  (e) If no Successor Property Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery of an instrument of resignation or
removal, the Property Trustee or Delaware Trustee resigning or being removed, as
applicable, may, at the expense of the Sponsor, petition any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper and prescribe, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

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

         SECTION 5.7    Vacancies among Trustees.

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

                                       28
<PAGE>

shall be conclusive evidence of the existence of such vacancy. The vacancy shall
be filled with a Trustee appointed in accordance with Section 5.6.

     SECTION 5.8     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 dissolve, terminate or annul the Trust. Whenever a vacancy in the
number of Administrative Trustees shall occur, until such vacancy is filled by
the appointment of an Administrative Trustee in accordance with Section 5.6, 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 Agreement.

     SECTION 5.9     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 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 24 hours before such meeting. Notice of
any telephonic meetings of the Administrative Trustees or any committee thereof
shall be hand delivered or otherwise delivered in writing (including by
facsimile, 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 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 by the
unanimous written consent of the Administrative Trustees. In the event there is
only one Administrative Trustee, any and all action of such Administrative
Trustee shall be evidenced by a written consent of such Administrative Trustee.

     SECTION 5.10    Delegation of Power.

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

          (b)   the Administrative Trustees shall have power to delegate from
time to time to such of their number or to 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

                                       29
<PAGE>

or otherwise as the Administrative Trustees may deem expedient, to the extent
such delegation is not prohibited by applicable law or contrary to the
provisions of the Trust, as set forth herein.

     SECTION 5.11   Merger, Conversion, Consolidation or Succession to Business.

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

     SECTION 5.12   Compensation and Expenses of Delaware Trustee and Property
Trustee.

     The Sponsor covenants and agrees to pay to the Delaware Trustee and the
Property Trustee from time to time, and the Delaware Trustee and the Property
Trustee shall be entitled to, such compensation as shall be agreed to in writing
between the Sponsor and the Delaware Trustee and the Property Trustee (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Sponsor will pay or reimburse the Delaware
Trustee and the Property Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Delaware Trustee and the
Property Trustee in accordance with any of the provisions of this Agreement
except any such expense, disbursement or advance as may arise from its
negligence or bad faith.

                                  ARTICLE VI
                                 DISTRIBUTIONS

     SECTION 6.1    Distributions.

       Holders shall receive Distributions in accordance with the applicable
terms of the relevant Holder's Securities. If and to the extent that the
Debenture Issuer makes a payment of interest (including Compounded Interest (as
defined in the Indenture) and Additional Interest (as defined in the
Indenture)), premium and/or principal on the Debentures held by the Property
Trustee (the amount of any such payment being a "Payment Amount"), the Property
Trustee shall and is directed, to the extent funds are available for that
purpose, to make a distribution (a "Distribution") of the Payment Amount to
Holders.

                                  ARTICLE VII
                            ISSUANCE OF SECURITIES

     SECTION 7.1    General Provisions Regarding Securities.

                                       30
<PAGE>

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

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

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

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

     SECTION 7.2    Execution and Authentication.

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

          (b)  One Administrative Trustee shall sign the Trust Preferred
Securities for the Trust by manual or facsimile signature. Unless otherwise
determined by the Trust, such signature shall, in the case of Common Securities,
be a manual signature.

          A Trust Preferred Security shall not be valid until authenticated by
the manual signature of an authorized signatory of the Property Trustee. The
signature shall be conclusive evidence that the Trust Preferred Security has
been authenticated under this Agreement.

          Upon a written order of the Trust signed by one Administrative
Trustee, the Property Trustee shall authenticate the Trust Preferred Securities
for original issue. The aggregate number of Trust Preferred Securities
outstanding at any time shall not exceed the number set forth in the Terms in
Annex I hereto except as provided in Section 7.6.

          The Property Trustee may appoint an authenticating agent acceptable to
the Trust to authenticate Trust Preferred Securities. An authenticating agent
may authenticate Trust Preferred Securities whenever the Property Trustee may do
so. Each reference in this Agreement to authentication by the Property Trustee
includes authentication by such agent. An

                                       31
<PAGE>

authenticating agent has the same rights as the Property Trustee to deal with
the Sponsor or an Affiliate.

     SECTION 7.3    Form and Dating.

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

          (a)  Global Securities. Any Trust Preferred Securities issued in the
               -----------------
form of one or more permanent global securities in definitive, fully registered
form without distribution coupons shall be deposited on behalf of the purchasers
of the Trust Preferred Securities represented thereby with the Property Trustee,
at its New York office, as custodian for the Clearing Agency, and registered in
the name of the Clearing Agency or a nominee of the Clearing Agency, duly
executed by the Trust and authenticated by the Property Trustee as hereinafter
provided. The number of Trust Preferred Securities represented by the Global
Trust Preferred Security may from time to time be increased or decreased by
adjustments made on the records of the Property Trustee and the Clearing Agency
or its nominee as hereinafter provided.

          (b)  Book-Entry Provisions. This Section 7.3(b) shall apply only to
               ---------------------
the Global Trust Preferred Security and such other Trust Preferred Securities in
global form as may be authorized by the Trust to be deposited with or on behalf
of the Clearing Agency.

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

          Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Agreement with respect to any Global Trust
Preferred Security held on their behalf by the Clearing Agency or by the
Property Trustee as the custodian of the Clearing Agency or under such Global
Trust Preferred Security, and the Clearing Agency may be treated

                                       32
<PAGE>

by the Trust, the Property Trustee and any agent of the Trust or the Property
Trustee as the absolute owner of such Global Trust Preferred Security for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Trust, the Property Trustee or any agent of the Trust or the Property
Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Clearing Agency or impair, as between the
Clearing Agency and its Participants, the operation of customary practices of
such Clearing Agency governing the exercise of the rights of a holder of a
beneficial interest in any Global Trust Preferred Security.

          (c)  Definitive Trust Preferred Securities. Except as provided in
               -------------------------------------
Section 7.9, owners of beneficial interests in a Global Trust Preferred Security
will not be entitled to receive physical delivery of certificated Trust
Preferred Securities ("Definitive Trust Preferred Securities").

          (d)  Authorized Denominations. The Trust Preferred Securities are
               ------------------------
issuable only in denominations of $[___] and any integral multiple thereof.

     SECTION 7.4    Registrar and Paying Agent.

          The Trust shall maintain in the Borough of Manhattan, The City of New
York, (i) an office or agency where Trust Preferred Securities may be presented
for registration of transfer ("Registrar") and (ii) an office or agency where
Trust Preferred Securities may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Trust Preferred Securities and of their
transfer. The Trust may appoint the Registrar and the Paying Agent and may
appoint one or more co-registrars, one or more additional paying agents and one
or more additional exchange agents in such other locations as it shall
determine. The term "Registrar" includes any additional registrar and the term
"Paying Agent" includes any additional paying agent. The Trust may change any
Paying Agent, Registrar or co-registrar without prior notice to any Holder. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Administrative Trustees. The Trust shall notify the Property
Trustee of the name and address of any Agent not a party to this Agreement. If
the Trust fails to appoint or maintain another entity as Registrar or Paying
Agent, the Property Trustee shall act as such. The Trust or any of its
Affiliates may act as Paying Agent or Registrar. The Trust shall act as Paying
Agent, Registrar or co-registrar for the Common Securities.

          The Trust initially appoints the Property Trustee as Registrar or
Paying Agent for the Trust Preferred Securities.

     SECTION 7.5    Paying Agent to Hold Money in Trust.

          The Trust shall require each Paying Agent other than the Property
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Property Trustee all money held by the Paying Agent
for the payment of liquidation amounts or Distributions on the Securities, and
will notify the Property Trustee if there are insufficient funds for such
purpose. While any such insufficiency continues, the Property Trustee may
require a Paying Agent to pay all money held by it to the Property Trustee. The
Trust at any time may require a Paying Agent to pay all money held by it to the
Property Trustee and to account for any

                                       33
<PAGE>

money disbursed by it. Upon payment over to the Property Trustee, the Paying
Agent (if other than the Trust or an Affiliate of the Trust) shall have no
further liability for the money. If the Trust or the Sponsor or an Affiliate of
the Trust or the Sponsor acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.

     SECTION 7.6    Replacement Securities.

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

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

     SECTION 7.7    Outstanding Trust Preferred Securities.

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

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

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

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

     SECTION 7.8    Trust Preferred Securities in Treasury.

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

     SECTION 7.9    Temporary Securities.

                                       34
<PAGE>

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

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

          (c)  Any Global Trust Preferred Security that is transferable to the
beneficial owners thereof in the form of certificated Trust Preferred Securities
pursuant to this Section 7.9 shall be surrendered by the Clearing Agency to the
Property Trustee located in the Borough of Manhattan, The City of New York, to
be so transferred, in whole or from time to time in part, without charge, and
the Property Trustee shall authenticate and make available for delivery, upon
such transfer of each portion of such Global Trust Preferred Security, an equal
aggregate liquidation amount of Securities of authorized denominations in the
form of certificated Trust Preferred Securities. Any portion of a Global Trust
Preferred Security transferred pursuant to this Section shall be registered in
such names as the Clearing Agency shall direct.

          (d)  Subject to the provisions of Section 7.9(c), the Holder of a
Global Trust Preferred Security may grant proxies and otherwise authorize any
person, including Participants and persons that may hold interests through
Participants, to take any action which such Holder is entitled to take under
this Agreement or the Securities.

          (e)  In the event of the occurrence of any of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee a
reasonable supply of certificated Trust Preferred Securities in fully registered
form without distribution coupons.

     SECTION 7.10   Cancellation.

          The Trust at any time may deliver Trust Preferred Securities to the
Property Trustee for cancellation. The Registrar and Paying Agent shall forward
to the Property Trustee any Trust Preferred Securities surrendered to them for
registration of transfer, redemption, exchange or payment. The Property Trustee
shall promptly cancel all Trust Preferred Securities, surrendered for
registration of transfer, redemption, exchange, payment, replacement or
cancellation and shall dispose of cancelled Trust Preferred Securities as the
Trust directs, provided that the Property Trustee shall not be obligated to
destroy Trust Preferred Securities.

                                       35
<PAGE>

The Trust may not issue new Trust Preferred Securities to replace Trust
Preferred Securities that it has paid or that have been delivered to the
Property Trustee for cancellation or that any holder has exchanged.

     SECTION 7.11   CUSIP Numbers.

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

                                 ARTICLE VIII
                             TERMINATION OF TRUST

     SECTION 8.1    Termination of Trust.

          (a)  The Trust shall automatically terminate:

               (i)    upon the bankruptcy of the Sponsor;

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

               (iii)  following the distribution of a Like Amount of the
Debentures to the Holders, provided that, the Property Trustee has received
written notice from the Sponsor directing the Property Trustee to terminate the
Trust (which direction is optional, and except as otherwise expressly provided
below, within the discretion of the Sponsor) and provided, further, that such
direction and such distribution is conditioned on (i) the receipt by the Sponsor
or the Trust, as the case requires, of any required regulatory approval, (ii)
the Administrative Trustees' receipt of an opinion of an independent tax counsel
experienced in such matters (a "No Recognition Opinion"), which opinion may rely
on published rulings of the Internal Revenue Service, to the effect that the
Holders will not recognize any gain or loss for United States federal income tax
purposes as a result of the dissolution of the Trust and the distribution of
Debentures;

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

               (v)    when all of the Securities shall have been called for
redemption and the amounts necessary for redemption thereof shall have been paid
to the Holders in accordance with the terms of the Securities;

               (vi)   the expiration of the term of the Trust provided in
Section 3.14.

                                       36
<PAGE>

          (b)  As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a), the Administrative Trustees shall file a
certificate of cancellation with the Secretary of State of the State of
Delaware.

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

                                  ARTICLE IX
                             TRANSFER OF INTERESTS

     SECTION 9.1    Transfer of Securities.

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

          (b)  Subject to this Article IX, Trust Preferred Securities may only
be transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Agreement. Any transfer or purported transfer of any security
not made in accordance with this Agreement shall be null and void.

          (c)  The Common Securities may not be transferred except to the
Sponsor or an Affiliate of the Sponsor.

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

     SECTION 9.2    Transfer Procedures and Restrictions

          (a)  Transfer and Exchange of Definitive Trust Preferred Securities.
               --------------------------------------------------------------
When Definitive Trust Preferred Securities are presented to the Registrar to
register the transfer of such Definitive Trust Preferred Securities, the
Registrar or co-registrar shall register the transfer as requested if its
reasonable requirements for such transaction are met; provided, however, that
                                                      --------  -------
the Definitive Trust Preferred Securities surrendered for transfer:

                                       37
<PAGE>

               (i)    shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Trust and the
Registrar or co-registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing.

          (b)  Restrictions on Transfer of a Definitive Trust Preferred Security
               ----------------------------------------------------------------
for a Beneficial Interest in a Global Trust Preferred Security. A Definitive
--------------------------------------------------------------
Trust Preferred Security may not be exchanged for a beneficial interest in a
Global Trust Preferred Security except upon satisfaction of the requirements set
forth below. Upon receipt by the Property Trustee of a Definitive Trust
Preferred Security, duly endorsed or accompanied by appropriate instruments of
transfer, in form satisfactory to the Property Trustee and the Administrative
Trustees, together with written instructions directing the Property Trustee to
make, or to direct the Clearing Agency to make, an adjustment on its books and
records with respect to the appropriate Global Trust Preferred Security to
reflect an increase in the number of the Trust Preferred Securities represented
by such Global Trust Preferred Security, then the Property Trustee shall cancel
such Definitive Trust Preferred Security and cause, or direct the Clearing
Agency to cause, the aggregate number of Trust Preferred Securities represented
by the appropriate Global Trust Preferred Security to be increased accordingly.
If no Global Trust Preferred Securities are then outstanding, the Trust shall
issue and the Property Trustee shall authenticate, upon written order of any
Administrative Trustee, an appropriate number of Trust Preferred Securities in
global form.

          (c)  Transfer and Exchange of Global Trust Preferred Securities. The
               ----------------------------------------------------------
transfer and exchange of Global Trust Preferred Securities or beneficial
interests therein shall be effected through the Clearing Agency, in accordance
with this Agreement (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Clearing Agency therefor.

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

          (e)  Authentication of Definitive Trust Preferred Securities. If at
               -------------------------------------------------------
any time:

               (i)   there occurs a Default or an Event of Default which is
continuing, or

               (ii)  the Administrative Trustees, in their sole discretion,
notify the Property Trustee in writing that they elect to cause the issuance of
Definitive Trust Preferred Securities under this Agreement,

then the Administrative Trustees will execute, and the Property Trustee, upon
receipt of a written order of the Trust signed by one Administrative Trustee
requesting the authentication and delivery of Definitive Trust Preferred
Securities to the Persons designated in such notice, will authenticate and make
available for delivery Definitive Trust Preferred Securities, equal in

                                       38
<PAGE>

number to the number of Trust Preferred Securities represented by the Global
Trust Preferred Securities, in exchange for such Global Trust Preferred
Securities.

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

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

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

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

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

               (iv)   Prior to the due presentation for registrations of
transfer of any Trust Preferred Security, the Trust, the Property Trustee, the
Paying Agent, the Registrar or any co-registrar may deem and treat the person in
whose name a Trust Preferred Security is registered as the absolute owner of
such Trust Preferred Security for the purpose of receiving Distributions on such
Trust Preferred Security and for all other purposes whatsoever, and none of the
Trust, the Property Trustee, the Paying Agent, the Registrar or any co-registrar
shall be affected by notice to the contrary.

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

                                       39
<PAGE>

          (h)  No Obligation of the Property Trustee.
               -------------------------------------

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

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

     SECTION 9.3    Deemed Security Holders.

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

     SECTION 9.4    Book Entry Interests.

          Global Trust Preferred Securities shall initially be registered on the
books and records of the Trust in the name of Cede & Co., the nominee of the
Clearing Agency, and no Trust Preferred Security Beneficial Owner will receive a
definitive Trust Preferred Security Certificate representing such Trust
Preferred Security Beneficial Owner's interests in such Global Trust Preferred
Securities, except as provided in Section 9.2 and Section 7.9. Unless and until
definitive, fully registered Trust Preferred Securities certificates have been
issued to the Trust Preferred Security Beneficial Owners pursuant to Section 9.2
or Section 7.9:

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

                                       40
<PAGE>

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

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

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

     SECTION 9.5    Notices to Clearing Agency.

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

     SECTION 9.6    Appointment of Successor Clearing Agency.

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

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

     SECTION 10.1   Liability.
                    ----------

          (a)  Except as expressly set forth in this Agreement, the Trust
Preferred Securities 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)   be required to pay to the Trust or to any Holder of
Securities any deficit upon dissolution of the Trust or otherwise.

                                       41
<PAGE>

          (b)  The Sponsor shall be liable for all of the debts and obligations
of the Trust (other than with respect to the payment of principal, interest and
premium, if any, on the Securities) to the extent not satisfied out of the
Trust's assets.

          (c)  Pursuant to (S) 3803(a) of the Business Trust Act, the Holders of
the Trust Preferred Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of Delaware.

     SECTION 10.2   Exculpation.

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

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

     SECTION 10.3   Fiduciary Duty.

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

          (b)  Unless otherwise expressly provided herein:

               (i)    whenever a conflict of interest exists or arises between
any Covered Persons; or

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

                                       42
<PAGE>

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

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

               (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

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

     SECTION 10.4   Indemnification.

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

               (ii)   The Sponsor shall indemnify, to the full extent permitted
by law, any Company Indemnified Person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Trust to procure a judgment in its favor by reason of the fact
that he is or was a Company Indemnified Person against expenses (including
attorneys' fees and expenses) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Trust and except that no such indemnification shall be
made in respect of any claim, issue or matter as

                                       43
<PAGE>

to which such Company Indemnified Person shall have been adjudged to be liable
to the Trust unless and only to the extent that the Court of Chancery of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such Court of Chancery or such other court
shall deem proper.

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

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

               (v)    Expenses (including attorneys' fees and expenses) incurred
by a Company Indemnified Person in defending a civil, criminal, administrative
or investigative action, suit or proceeding referred to in paragraphs (i) and
(ii) of this Section 10.4(a) shall be paid by the 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 Company 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 10.4(a).
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 Security Holder of the Trust,
that, based upon the facts known to the Administrative Trustees, counsel or the
Common Security Holder at the time such determination is made, such Company
Indemnified Person acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Company Indemnified Person
believed or had reasonable cause to believe his conduct was unlawful. In no
event shall any advance be made in instances where the Administrative Trustees,
independent legal counsel or Common Security Holder reasonably determine that
such person deliberately breached his duty to the Trust or its Common or Trust
Preferred Security Holders.

               (vi)   The indemnification and advancement of expenses provided
by, or granted pursuant to, the other paragraphs of this Section 10.4(a) shall
not be deemed exclusive of

                                       44
<PAGE>

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 Trust Preferred Security
Holders of the Trust or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. All rights to
indemnification under this Section 10.4(a) shall be deemed to be provided by a
contract between the Debenture Issuer and each Company Indemnified Person who
serves in such capacity at any time while this Section 10.4(a) is in effect. Any
repeal or modification of this Section 10.4(a) shall not affect any rights or
obligations then existing.

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

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

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

          (b)  The Debenture Issuer agrees to indemnify the (i) Property
Trustee, (ii) the Delaware Trustee, (iii) any Affiliate of the Property Trustee
and the Delaware Trustee, and (iv) any officers, directors, shareholders,
members, partners, employees, representatives, custodians, nominees or agents of
the Property Trustee and the Delaware Trustee (each of the Persons in (i)
through (iv) being referred to as a "Fiduciary Indemnified Person") for, and to
hold each Fiduciary Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based on
the income of such Fiduciary Indemnified Person) incurred without negligence or
bad faith on its part, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against or investigating any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The obligation to
indemnify as set forth in this Section 10.4(b) shall survive the satisfaction
and discharge of this Agreement.

     SECTION 10.5   Outside Businesses.

          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,

                                       45
<PAGE>

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

                                  ARTICLE XI
                                  ACCOUNTING

     SECTION 11.1   Fiscal Year.

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

     SECTION 11.2   Certain Accounting Matters.

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

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

          (c)  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

                                       46
<PAGE>

income tax returns required to be filed by the Administrative Trustees on behalf
of the Trust with any state or local taxing authority.

     SECTION 11.3   Banking.
                    --------

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

     SECTION 11.4   Withholding.

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

     SECTION 12.1   Amendments.

          (a)  Except as otherwise provided in this Agreement or by any
applicable terms of the Securities, this Agreement may only be amended by a
written instrument approved and executed by:

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

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

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

                                       47
<PAGE>

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

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

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

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

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

     provided, however, that the Property Trustee shall not be required to sign
any such amendment, and

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

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

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

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

          (c)  At such time after the Trust has issued any Securities that
remain outstanding, any amendment that would adversely affect the rights,
privileges or preferences of any Holder of Securities may be effected only with
such additional requirements as may be set forth in the terms of such
Securities;

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

          (e)  Article Four shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Securities and;

          (f)  The rights of the holders of the Common Securities under Article
Five to increase or decrease the number of, and appoint and remove Trustees
shall not be amended

                                       48
<PAGE>

without the consent of the Holders of a Majority in liquidation amount of the
Common Securities; and

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

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

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

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

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

          (a)  Meetings of the Holders of any class of Securities may be called
at any time by the Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Agreement, the terms of
the Securities or the rules of any stock exchange on which the Trust Preferred
Securities are listed or admitted for trading. The Administrative Trustees shall
call a meeting of the Holders of such class if directed to do so by the Holders
of at least 33% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the Administrative Trustees one or
more notices in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called. Any Holders calling a meeting shall specify in writing
the Security Certificates held by the Holders 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 is permitted or required under this Agreement or the
rules of any stock exchange on which the Trust Preferred Securities are listed
or admitted for trading, such vote, consent or approval may be given at a
meeting of the Holders. Any action that may be taken at a meeting of the Holders
of Securities may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by the Holders of Securities owning not less
than the minimum amount of Securities in

                                       49
<PAGE>

liquidation amount that would be necessary to authorize or take such action at a
meeting at which all Holders 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 entitled to vote who have not consented in writing. The
Administrative Trustees may specify that any written ballot submitted to the
Security Holders for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Administrative Trustees;

               (ii)   each Holder may authorize any Person to act for it by
proxy on all matters in which a Holder 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 it. Except as otherwise provided herein,
all matters relating to the giving, voting or validity of proxies shall be
governed by the General Corporation Law of the State of Delaware relating to
proxies, and judicial interpretations thereunder, as if the Trust were a
Delaware corporation and the Holders were stockholders of a Delaware
corporation;

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

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

                                 ARTICLE XIII
                      REPRESENTATIONS OF PROPERTY TRUSTEE
                             AND DELAWARE TRUSTEE

     SECTION 13.1   Representations and Warranties of Property Trustee.

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

          (a)  The Property Trustee is a New York banking corporation with trust
powers and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Agreement;

          (b)  The execution, delivery and performance by the Property Trustee
of the Agreement has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The Agreement has been duly executed and
delivered by the Property Trustee and

                                       50
<PAGE>

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

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

          (d)  No consent, approval or authorization of, or registration with or
notice to, any New York State or federal banking authority is required for the
execution, delivery or performance by the Property Trustee of this Agreement.

     SECTION 13.2   Representations and Warranties of Delaware Trustee.

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

          (a)  The Delaware Trustee, if an entity, is duly organized, validly
existing and in good standing under the laws of the State of Delaware, with
corporate power and authority to execute and deliver, and to carry out and
perform its obligations under the terms of, this Agreement;

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

          (c)  No consent, approval or authorization of, or registration with or
notice to, any federal banking authority is required for the execution, delivery
or performance by the Delaware Trustee of this Agreement; and

          (d)  The Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.

                                       51
<PAGE>

                                  ARTICLE XIV
                                 MISCELLANEOUS

     SECTION 14.1   Notices.
                    --------

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

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

                              AGL Capital Trust III
                              c/o AGL Capital Corporation
                              2325-B Renaissance Drive
                              Las Vegas, Nevada 89119

                              Attention:     Paul R. Shlanta, Administrative
                                             Trustee

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

                              The Bank of New York (Delaware)
                              White Clay Center, Route 273
                              Newark, Delaware 19711

                              Attention:     Corporate Trust Department

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

                              The Bank of New York,
                              c/o BNY Trust Company of Florida, N.A.
                              Towermarc Plaza
                              10161 Centurion Parkway
                              Jacksonville, Florida 32256

                              Attention:     Corporate Trust Trustee
                                             Administration

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

                                       52
<PAGE>

                              AGL Capital Corporation
                              2325-B Renaissance Drive
                              Las Vegas, Nevada 89119

                              Attention:     Paul R. Shlanta, President

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

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

     SECTION 14.2   Governing Law.

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

     SECTION 14.3   Intention of the Parties.

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

     SECTION 14.4   Headings.
                    ---------

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

     SECTION 14.5   Successors and Assigns

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

     SECTION 14.6   Partial Enforceability.

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

     SECTION 14.7   Counterparts.

                                       53
<PAGE>

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

                                       54
<PAGE>

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


                                        _____________________________________
                                        Paul R. Shlanta, as Administrative
                                        Trustee



                                        _____________________________________
                                        Thomas L. Gleason, as Administrative
                                        Trustee



                                        The Bank of New York (Delaware),
                                        as Delaware Trustee



                                        By:__________________________________
                                           Name:
                                           Title:    Authorized Signatory



                                        The Bank of New York,
                                        as Property Trustee

                                        By:__________________________________
                                           Name:
                                           Title:


                                        AGL Capital Corporation,
                                        as Sponsor

                                        By:__________________________________
                                           Name:     Paul R. Shlanta
                                           Title:    President


<PAGE>

                                    ANNEX I


                                   TERMS OF
                      [ ]% TRUST PREFERRED SECURITIES AND
                            [ ]% COMMON SECURITIES


          Pursuant to Section 7.1 of the Amended and Restated Trust Agreement,
dated as of [________] (as amended from time to time, the "Trust Agreement"),
the designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Securities are set out below (each capitalized term used
but not defined herein has the meaning set forth in the Trust Agreement or, if
not defined in such Trust Agreement, as defined in the Prospectus referred to
below in Section 2(c) of this Annex I):

          1.   Designation and Number.
               -----------------------

               (a)  Trust Preferred Securities. Trust Preferred Securities of
                    --------------------------
the Trust with an aggregate liquidation amount with respect to the assets of the
Trust of [_________________], with a liquidation amount with respect to the
assets of the Trust of $[_____] per security, are hereby designated for the
purposes of identification only as "[_]% Trust Preferred Securities" (the "Trust
Preferred Securities"). The certificates evidencing the Trust Preferred
Securities shall be substantially in the form of Exhibit A-1 to the 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 on which the Trust Preferred Securities are listed.

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

          2.   Distributions.
               --------------

               (a)  Distributions payable on each Security will be fixed at a
rate per annum of [_]% (the "Coupon Rate") of the liquidation amount of
$[______] per Security (the "Liquidation Amount"), such rate being the rate of
interest payable on the Debentures to be held by the Property Trustee.
Distributions in arrears for more than one quarter will bear additional
distributions thereon compounded quarterly at the Coupon Rate (to the extent
permitted by applicable law). A Distribution is payable only to the extent that
payments are made in respect of the Debentures held by the Property Trustee and
to the extent the Property Trustee has funds on hand legally available therefor.

               (b)  Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been

                                      I-1
<PAGE>

paid, from [________], and will be payable [________] in arrears on
[___________________] and [________] of each year, commencing on [________]
(each, a "Distribution Date"), except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months and for any period less than [________] months on the basis
of the actual number of days elapsed in such period, based on 30-day months. As
long as no Event of Default has occurred and is continuing under the Indenture,
the Debenture Issuer has the right under the Indenture to defer payments of
interest by extending the interest payment period at any time and from time to
time on the Debentures for a period not exceeding [__] consecutive [________],
including the first such [________] during such period (each an "Extended
Interest Payment Period"), during which Extended Interest Payment Period no
interest shall be due and payable on the Debentures, provided that no Extended
Interest Payment Period shall end in a day other than an Interest Payment Date
for the Debentures or shall extend beyond the Maturity Date of the Debentures.
As a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, Distributions will continue to accumulate with additional
Distributions thereon (to the extent permitted by applicable law but not at a
rate greater than the rate at which interest is then accruing on the Debentures)
at the Coupon Rate compounded [________] during any such Extended Interest
Payment Period. Prior to the termination of any such Extended Interest Payment
Period, the Debenture Issuer may further defer payments of interest by further
extending such Extended Interest Payment Period; provided that such Extended
Interest Payment Period, together with all such previous and further extensions
within such Extended Interest Payment Period, may not exceed [__] consecutive
[________], including the first [________] during such Extended Interest Payment
Period, or extend beyond the Maturity Date of the Debentures. Upon the
termination of any Extended Interest Payment Period and the payment of all
amounts then due, subject to the foregoing limitations, the Debenture Issuer may
commence a new Extended Interest Payment Period, subject to the above
requirements.

               (c)  Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
[____] day of the month in which the relevant Distribution Date occurs, which
Distribution Dates correspond to the interest payment dates on the Debentures.
Subject to any applicable laws and regulations and the provisions of the Trust
Agreement, each such payment in respect of the Trust Preferred Securities will
be made as described under the heading "Description of Trust Preferred
Securities -- Form, Denomination, Book-Entry Procedures and Transfer" in the
Prospectus dated [________], of the Debenture Issuer and the Trust relating to
the Securities and the Debentures. Payments in respect of Trust Preferred
Securities held in certificated form will be made by check mailed to the Holder
entitled thereto. The relevant record dates for the Common Securities shall be
the same as the record dates for the Trust Preferred Securities. Distributions
payable on any Securities that are not punctually paid on any Distribution Date,
as a result of the Debenture Issuer having failed to make a payment under the
Debentures, will cease to be payable to the Holder on the relevant record date,
and such defaulted 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 the Indenture. 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
that is a Business Day (except that if such next succeeding day which is a
Business Day falls in a subsequent calendar year, such payment

                                      I-2
<PAGE>

shall be payable on the Business Day next preceding such date) (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.

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

          3.   Liquidation Distribution Upon Dissolution.
               ------------------------------------------

          If a termination occurs as described in Sections 8.1(a)(i), (ii),
(iii), (iv) and (vi), the Trust shall be liquidated by the Trustees as
expeditiously as the Trustees determine to be possible by distributing, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, to the holders of the Trust Securities a Like Amount of the Debentures,
unless such distribution is determined by the Property Trustee not to be
practicable, in which event such holders will be entitled to receive out of the
assets of the Trust legally available for distribution to holders, after
satisfaction of liabilities to creditors of the Trust as provided by applicable
law, an amount equal to the aggregate of the Liquidation Amount plus accumulated
and unpaid Distributions thereon to the date of payment (such amount being the
"Liquidation Distribution"). If such Liquidation Distribution can be paid only
in part because the Trust has insufficient assets on hand legally available to
pay in full the aggregate Liquidation Distribution, then the amounts payable
directly by the Trust on the Trust Preferred Securities and the Common
Securities shall be paid on a Pro Rata basis.

          4.   Redemption and Distribution.
               ----------------------------

               (a)  Upon the repayment of the Debentures in whole or in part, at
maturity or upon early redemption (either at the option of the Debenture Issuer
or pursuant to a Tax Event or an Investment Company Act Event, each as described
below), the proceeds from such repayment shall be simultaneously applied by the
Property Trustee (subject to the Property Trustee having received notice no
later than 45 days prior to such repayment) to redeem a Like Amount of the
Securities at a redemption price equal to (i) in the case of the repayment of
the Debentures at maturity, the Maturity Redemption Price (as defined below),
(ii) in the case of the optional prepayment of the Debentures upon the
occurrence and continuation of a Tax Event or an Investment Company Act Event,
the Special Event Redemption Price (as defined below) and (iii) in the case of
the optional prepayment of the Debentures, the Optional Redemption Price (as
defined below). The Maturity Redemption Price, the Special Event Redemption
Price and the Optional Redemption Price are referred to collectively as the
"Redemption Price". Holders will be given not less than 10 nor more than 60 days
notice of such redemption.

               (b)  (i)    The "Maturity Redemption Price", with respect to a
redemption of Securities, shall mean an amount equal to the principal of and
accrued and unpaid interest on the Debentures as of the maturity date thereof.

                    (ii)   In the case of an optional redemption, if fewer than
     all the outstanding Securities are to be so redeemed, the Trust Preferred
     Securities will be redeemed Pro Rata and the Trust Preferred Securities to
     be redeemed will be determined as described in Section 4(f)(ii) below.

                                      I-3
<PAGE>

          The Debenture Issuer shall have the right (subject to the conditions
in the Indenture) to elect to redeem the Debentures in whole or in part at any
time on or after [________] [___] (the "Initial Optional Redemption Date"), upon
not less than 10 days and not more than 60 days notice, at the Optional
Redemption Price and, simultaneous with such redemption, to cause a Like Amount
of the Securities to be redeemed by the Trust at the Optional Redemption Price
on a Pro Rata basis. "Optional Redemption Price" shall mean a price equal to the
percentage of the liquidation amount of Securities to be redeemed plus
accumulated and unpaid Distributions thereon, if any, to the date of such
redemption.

               (c)  If a Tax Event or an Investment Company Act Event shall
occur and be continuing, the Debenture Issuer may at its option redeem the
Debentures in whole (but not in part) at any time prior to the Initial Optional
Redemption Date, within 90 days of the occurrence of such Tax Event or
Investment Company Act Event (the "90 Day Period") at the Special Event
Redemption Price (as defined in the Indenture), and, simultaneous with such
prepayment, cause a Like Amount of the Securities to be redeemed by the Trust at
the Special Event Redemption Price (as defined in the Indenture).

          "Tax Event" means the receipt by the Sponsor and the Trust of an
opinion of counsel (a "Tax Event Opinion") 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) any official pronouncement or judicial decision interpreting or
applying such laws or regulations by any legislative body, court, governmental
agency or regulatory agency (including the enactment of any legislation and the
publication of any judicial decision or regulatory determination or the issuance
by the Internal Revenue Service of a revenue ruling, revenue procedure, notice
or announcement, which notice or announcement is published in the Internal
Revenue Bulletin) which amendment or change is effective or such pronouncement
or decision is announced on or after [________], there is more than an
insubstantial risk that (i) the Trust is, or will be within 90 days of the date
of such Tax Event Opinion, subject to United States federal income tax with
respect to all or part of the income received or accrued on the Debentures, (ii)
interest payable to the Trust on the Debentures is not, or within 90 days of the
date of the Tax Event 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 the Tax Event Opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges.

          "Investment Company Act Event" shall mean the receipt by AGL Resources
and the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or a change
in interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
unsubstantial risk that the Trust is or will be considered an "investment
company" that is required to be registered under the Investment Company Act of
1940, as amended, which change becomes effective on or after the date of
original issuance of the Trust Preferred Securities.

               (d)  On and from the date fixed by the Administrative Trustees
for any distribution of Debentures and liquidation of the Trust: (i) the
Securities will no longer be

                                      I-4
<PAGE>

deemed to be outstanding, (ii) the Clearing Agency or its nominee (or any
successor Clearing Agency or its nominee), as the Holder of the Trust Preferred
Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution and any
certificates representing Securities not held by the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) will be deemed to
represent beneficial interests in a Like Amount of Debentures until such
certificates are presented to the Debenture Issuer or its agent for transfer or
reissue.

               (e)   The Trust may not redeem fewer than all the outstanding
Securities unless all accumulated and unpaid Distributions have been paid on all
Securities for all [________] Distribution periods terminating on or before the
date of redemption.

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

               (i)   Notice of any redemption of, or notice of distribution of
Debentures in exchange for, the Securities (a "Redemption/Distribution Notice")
will be given by the Trust by mail to each Holder to be redeemed or exchanged
not fewer than 10 nor more than 60 days before the date fixed for redemption or
exchange thereof which, in the case of a redemption, will be the date fixed for
redemption of the Debentures. For purposes of the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to this
Section 4(f)(i), a Redemption/ Distribution Notice shall be deemed to be given
on the day such notice is first mailed by first-class mail, postage prepaid, to
Holders. Each Redemption/Distribution Notice shall be addressed to the Holders
of Securities at the address of each such Holder appearing in the books and
records of the Trust. No defect in the Redemption/Distribution Notice or in the
mailing of either thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other Holder.

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

               (iii) If Securities are to be redeemed and the Trust gives a
Redemption/ Distribution Notice, (which notice will be irrevocable), then (A)
with respect to Trust Preferred Securities issued in book-entry form, by 12:00
noon, New York City time, on the redemption date, provided that the Debenture
Issuer has paid the Property Trustee a sufficient amount of cash in connection
with the related redemption or maturity of the Debentures by 10:00 a.m., New
York City time, on the maturity date or the date of redemption, as the case
requires, the Property Trustee will deposit irrevocably with the Clearing Agency
or its nominee (or successor Clearing Agency or its nominee) funds sufficient to
pay the applicable Redemption Price with respect to such Trust Preferred
Securities and will give the Clearing Agency irrevocable instructions and
authority to pay the Redemption Price to the relevant Clearing Agency
Participants, and (B) with

                                      I-5
<PAGE>

respect to Trust Preferred Securities issued in certificated form and Common
Securities, provided that the Debenture Issuer has paid the Property Trustee a
sufficient amount of cash in connection with the related redemption or maturity
of the Debentures, the Property Trustee will pay the relevant Redemption Price
to the Holders by check mailed to the address of the relevant Holder appearing
on the books and records of the Trust on the Redemption Date. If a
Redemption/Distribution Notice shall have been given and funds deposited as
required, if applicable, then immediately prior to the close of business on the
date of such deposit, or on the redemption date, as applicable, Distributions
will cease to accumulate on the Securities so called for redemption and all
rights of Holders so called for redemption will cease, except the right of the
Holders of such Securities to receive the Redemption Price, but without interest
on such Redemption Price, and such Securities shall cease to be outstanding.

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

               Neither the Administrative Trustees nor the Trust shall be
required to register or cause to be registered the transfer of (i) any
Securities beginning on the opening of business 15 days before the day of
mailing of a notice of redemption or any notice of selection of Securities for
redemption or (ii) any Securities selected for redemption except the unredeemed
portion of any Security being redeemed. If 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
(except that if such next succeeding day which is a Business Day falls in a
subsequent calendar year, such payment shall be payable on the Business Day next
preceding such date) (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 payment of the Redemption Price in respect of any Securities
is improperly withheld or refused and not paid either by the Property Trustee or
by the Sponsor as guarantor pursuant to the relevant Securities Guarantee,
Distributions on such Securities will continue to accumulate from the original
redemption date to the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price.

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

                    (vi)  Subject to the foregoing and applicable law
(including, without limitation, United States federal securities laws and
banking laws), provided the acquiror is not the Holder of the Common Securities
or the obligor under the Indenture, the Sponsor or any of its subsidiaries may
at any time and from time to time purchase outstanding Trust Preferred
Securities by tender, in the open market or by private agreement.

                                      I-6
<PAGE>

          1.   Voting Rights - Trust Preferred Securities.
               -------------------------------------------

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

               (b)  So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Trust Preferred Securities; provided, however, that where a
consent under the Indenture would require the consent of each holder of
Debentures affected thereby, no such consent shall be given by the Property
Trustee without the prior approval of each Holder of the Trust Preferred
Securities. The Trustees shall not revoke any action previously authorized or
approved by a vote of the Holders of the Trust Preferred Securities except by
subsequent vote of such Holders. The Property Trustee shall notify each Holder
of Trust Preferred Securities of any notice of default with respect to the
Debentures. In addition to obtaining the foregoing approvals of such Holders of
the Trust Preferred Securities, prior to taking any of the foregoing actions,
the Trustees shall obtain an opinion of counsel experienced in such matters to
the effect that the Trust will not be classified as an association taxable as a
corporation for United States federal income tax purposes on account of such
action.

          If an Event of Default under the Trust Agreement has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date (or in the case of redemption, on the redemption date), then a Holder of
Trust Preferred Securities may directly institute a proceeding for enforcement
of payment to such Holder of the principal of or premium, if any, or interest on
a Like Amount of Debentures (a "Direct Action") on or after the respective due
date specified in the Debentures. In connection with such Direct Action, the
rights of the Common Securities Holder will be subrogated to the rights of such
Holder of Trust Preferred Securities to the extent of any payment made by the
Debenture Issuer to such Holder of Trust Preferred Securities in such Direct
Action. Except as provided in the second preceding sentence, the Holders of
Trust Preferred Securities will not be able to exercise directly any other
remedy available to the holders of the Debentures.

          Any approval or direction of Holders of Trust Preferred Securities may
be given at a separate meeting of Holders of Trust Preferred Securities convened
for such purpose, at a meeting of all of the Holders of Securities in the Trust
or pursuant to written consent. The Property Trustees will cause a notice of any
meeting at which Holders of Trust Preferred Securities are entitled to vote, or
of any matter upon which action by written consent of such Holders is to be
taken, to be mailed to each Holder of record of Trust Preferred Securities. Each
such notice will include a statement setting forth (i) the date of such meeting
or the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at

                                      I-7
<PAGE>

such meeting on which such Holders are entitled to vote or of such matter upon
which written consent is sought and (iii) instructions for the delivery of
proxies or consents.

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

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

          2.   Voting Rights - Common Securities.
               ----------------------------------

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

               (b)  Unless a Debenture Event of Default shall have occurred and
be continuing, any Trustee may be removed at any time by the holder of the
Common Securities. If a Debenture Event of Default has occurred and is
continuing, the Property Trustee and the Delaware Trustee may be removed at such
time by the holders of a majority in liquidation amount of the outstanding Trust
Preferred Securities. In no event will the holders of the Trust Preferred
Securities have the right to vote to appoint, remove or replace the
Administrative Trustees, which voting rights are vested exclusively in the
Sponsor as the holder of the Common Securities. No resignation or removal of a
Trustee and no appointment of a successor trustee shall be effective until the
acceptance of appointment by the successor trustee in accordance with the
provisions of the Trust Agreement.

               (c)  So long as any Debentures are held by the Property Trustee,
the Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or executing any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a majority in liquidation amount
of all outstanding Common Securities; provided, however, that where a consent
under the Indenture would require the consent of each holder of Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior approval of each Holder of the Common Securities. The Trustees shall
not revoke any action previously authorized or approved by a vote of the Holders
of the Common Securities except by subsequent vote of such Holders. The Property
Trustee shall notify each Holder of Common Securities of any notice of default
with respect to the Debentures. In addition to obtaining the foregoing approvals
of such Holders of the Common Securities, prior to taking any of the foregoing
actions, the Trustees shall obtain an opinion of counsel experienced in such
matters to the effect

                                      I-8
<PAGE>

that the Trust will not be classified as an association taxable as a corporation
for United States federal income tax purposes on account of such action.

          Any 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 in the Trust or pursuant to
written consent. The Administrative Trustees will cause a notice of any meeting
at which Holders of Common Securities are entitled to vote, or of any matter
upon which action by written consent of such Holders is to be taken, 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 or the date by
which such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote or of
such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents.

          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
the Debentures in accordance with the Trust Agreement and the terms of the
Securities.

          3.   Amendments to Trust Agreement and Indenture.
               --------------------------------------------

          In addition to the requirements set out in Section 12.1 of the Trust
Agreement, the Trust Agreement may be amended from time to time by the Sponsor,
the Property Trustee and the Administrative Trustees, without the consent of the
Holders of the Securities (i) to cure any ambiguity, correct or supplement any
provisions in the Trust Agreement that may be inconsistent with any other
provisions, or to make any other provisions with respect to matters or questions
arising under the Trust Agreement which shall not be inconsistent with the other
provisions of the Trust Agreement, or (ii) to modify, eliminate or add to any
provisions of the Trust Agreement to such extent as shall be necessary to ensure
that the Trust will be classified for United States federal income tax purposes
as a grantor trust at all times that any Securities are outstanding or to ensure
that the Trust will not be required to register as an "Investment Company" under
the Investment Company Act; provided, however, such action shall not adversely
affect in any material respect the interests of any Holder of Securities, and
any amendments of the Trust Agreement shall become effective when notice thereof
is given to the holders of the Securities. The Trust Agreement may be amended by
the Trustees and the Sponsor with (i) the consent of Holders representing a
majority in liquidation amount of all outstanding Securities, and (ii) receipt
by the Trustees of an Opinion of Counsel to the effect that such amendment or
the exercise of any power granted to the Trustees in accordance with such
amendment will not affect the Trust's status as a grantor trust for United
States federal income tax purposes or the Trust's exemption from status as an
Investment Company under the Investment Company Act, provided that, without the
consent of each Holder of Trust Securities, the Trust Agreement may not be
amended to (i) change the amount or timing of any Distribution on the Trust
Securities or otherwise adversely affect the amount of any Distribution required
to be made in respect of the Trust Securities as of a specified date or (ii)
restrict the right of a holder of Trust Securities to institute suit for the
enforcement of any such payment on or after such date.

                                      I-9
<PAGE>

     4.   Pro Rata.
          --------

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

     5.   Ranking.
          -------

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

     6.   Acceptance of Securities Guarantee and Indenture.
          ------------------------------------------------

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

     7.   No Preemptive Rights.
          --------------------

     The Holders of the Securities shall have no preemptive rights to subscribe
for any additional securities.

     8.   Miscellaneous.
          -------------

     These terms constitute a part of the Trust Agreement.

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

                                     I-10
<PAGE>

                                   EXHIBIT-A
                 FORM OF TRUST PREFERRED SECURITY CERTIFICATE

                          [FORM OF FACE OF SECURITY]

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

     UNLESS THIS TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY TRUST PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

                                     A1-1
<PAGE>

Certificate Number _____                                             $[________]
                                                           Aggregate Liquidation
                                            Amount of Trust Preferred Securities

                                                          CUSIP NO. ____________

               Certificate Evidencing Trust Preferred Securities
                                      of
                             AGL CAPITAL TRUST III
                                $[___________]
                        [_]% Trust Preferred Securities
           (liquidation amount $[____] per Trust Preferred Security)

     AGL CAPITAL TRUST III, a statutory business trust created under the laws of
the State of Delaware (the "Trust"), hereby certifies that CEDE & Co. (the
"Holder") is the registered owner of [________] Trust Preferred Securities of
the Trust representing undivided beneficial interests in the assets of the Trust
designated the [_]% Trust Preferred Securities (liquidation amount [____] per
Trust Preferred Security) (the "Trust Preferred Securities"). The Trust
Preferred Securities are transferable on the books and records of the Trust, in
person or by a duly authorized attorney, upon surrender of this certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities represented hereby are issued and shall in all respects be subject to
the provisions of the Amended and Restated Trust Agreement dated as of
[________], as the same may be amended from time to time (the "Trust
Agreement"), including the designation of the terms of the Trust Preferred
Securities as set forth in the Trust Agreement. Capitalized terms used but not
defined herein shall have the meaning given them in the Trust Agreement. The
Depositor will provide a copy of the Trust Agreement, the Trust Preferred
Securities Guarantee and the Indenture to a Holder without charge upon written
request to the Trust at its principal place of business.

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

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

                                     A1-2
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this __ day of
______, 200_.

                                   AGL CAPITAL TRUST III


                                   By:
                                       -------------------------------
                                   Name: Paul R. Shlanta
                                         Administrative Trustee

                                     A1-3
<PAGE>

               PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

     Dated: __________, 200_.

                                       THE BANK OF NEW YORK,
                                       as Property Trustee
                                       By:
                                          ------------------------------
                                               Authorized Signatory

                                     A1-4
<PAGE>

                              REVERSE OF SECURITY

     Distributions payable on each Trust Preferred Security will be fixed at a
rate per annum of [_]% (the "Coupon Rate") of the liquidation amount of $[_____]
per Security, such rate being the rate of interest payable on the Debentures to
be held by the Property Trustee. Distributions in arrears for more than one
[_____] period will bear interest thereon compounded [_____] at the Coupon Rate
(to the extent permitted by applicable law). A Distribution is payable only to
the extent that payments are made in respect of the Debentures held by the
Property Trustee and to the extent the Property Trustee has funds on hand
legally available therefor.

     Distributions on the Trust Preferred Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from [________], and will be payable
[________] in arrears, on [____________________] of each year, commencing on
[________], except as otherwise described below. Distributions will be computed
on the basis of a 360- day year consisting of twelve 30-day months and, for any
period less than [_____] months, the number of days elapsed in such period,
based on 30-day months. As long as no Event of Default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment period
at any time and from time to time on the Debentures for a period not exceeding
[__] consecutive [_____], including the first such [______] during such
extension period (each an "Extended Interest Payment Period"), provided that no
Extended Interest Payment Period shall extend beyond the Maturity Date of the
Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, [________] Distributions will continue to
accumulate with interest thereon (to the extent permitted by applicable law, but
not at a rate exceeding the rate of interest then accruing on the Debentures) at
the Coupon Rate compounded [________] during any such Extended Interest Payment
Period. Prior to the termination of any such Extended Interest Payment Period,
the Debenture Issuer may further defer payments of interest by further extending
such Extended Interest Payment Period; provided that such Extended Interest
Payment Period, together with all such previous and further extensions within
such Extended Interest Payment Period, may not exceed [__] consecutive
[________], including the first [_______] during such Extended Interest Payment
Period, or extend beyond the Maturity Date of the Debentures. Payments of
accumulated Distributions will be payable to Holders as they appear on the books
and records of the Trust on the first record date after the end of the Extended
Interest Payment Period. Upon the termination of any Extended Interest Payment
Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extended Interest Payment Period, subject to the above
requirements.

     Subject to the prior obtaining of any regulatory approval then required and
to certain other conditions set forth in the Trust Agreement and the Indenture,
the Property Trustee may, at the direction of the Sponsor, at any time liquidate
the Trust and cause the Debentures to be distributed to the holders of the
Securities in liquidation of the Trust or, simultaneous with any redemption of
the Debentures, cause a Like Amount of the Securities to be redeemed by the
Trust.

      The Trust Preferred Securities shall be redeemable as provided in the
Trust Agreement.

                                     A1-5
<PAGE>

                                  EXHIBIT A-2

                      FORM OF COMMON SECURITY CERTIFICATE

THIS COMMON SECURITY MAY NOT BE TRANSFERRED EXCEPT TO THE SPONSOR OR AN
AFFILIATE OF THE SPONSOR.

     Certificate Number ____    Number of Common Securities ____

                   Certificate Evidencing Common Securities

                                      of

                             AGL CAPITAL TRUST III

                            [_]% Common Securities
               (liquidation amount $[____] per Common Security)

     AGL CAPITAL TRUST III, a statutory business trust formed under the laws of
the State of Delaware (the "Trust"), hereby certifies that AGL CAPITAL
CORPORATION (the "Holder") is the registered owner of [________] common
securities of the Trust representing undivided beneficial interests in the
assets of the Trust designated the [_]% Common Securities (liquidation amount
$[____] per Common Security) (the "Common Securities"). The Common Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued and shall in all respects be subject to the provisions of the
Amended and Restated Trust Agreement of the Trust dated as of [___________], as
the same may be amended from time to time (the "Trust Agreement"), including the
designation of the terms of the Common Securities as set forth in Annex I to the
Trust Agreement. Capitalized terms used but not defined herein shall have the
meaning given them in the Trust Agreement. The Sponsor will provide a copy of
the Trust Agreement and the Indenture (including any supplemental indenture) to
a Holder without charge upon written request to the Sponsor at its principal
place of business.

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

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

                                     A2-1
<PAGE>

     IN WITNESS WHEREOF, the Trust has executed this certificate this ______ day
of ___________, 200_.


                                    AGL CAPITAL TRUST III

                                    By:
                                       ---------------------------
                                    Name: Paul R. Shlanta
                                          Administrative Trustee

                                     A2-2
<PAGE>

                              REVERSE OF SECURITY


     Distributions payable on each Common Security will be fixed at a rate per
annum of [_]% (the "Coupon Rate") of the liquidation amount of $[_____] per
Common Security, such rate being the rate of interest payable on the Debentures
to be held by the Property Trustee. Distributions in arrears for more than one
[______] will bear interest thereon compounded [______] at the Coupon Rate (to
the extent permitted by applicable law). A Distribution is payable only to the
extent that payments are made in respect of the Debentures held by the Property
Trustee and to the extent the Property Trustee has funds available therefor.

     Distributions on the Common Securities will be cumulative, will accrue from
the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from [________] and will be payable [________] in
arrears, on [___________________]and [________] of each year, commencing on
[________], except as otherwise described below. Distributions will be computed
on the basis of a 360-day year consisting of twelve 30-day months and, for any
period less than [____] months, the number of days elapsed in such period, based
on 30-day months. As long as no Event of Default has occurred and is continuing
under the Indenture, the Debenture Issuer has the right under the Indenture to
defer payments of interest by extending the interest payment period at any time
and from time to time on the Debentures for a period not exceeding [__]
consecutive calendar [______], including the first such [_____] during such
extension period (each an "Extended Interest Payment Period"), provided that no
Extended Interest Payment Period shall extend beyond the Maturity Date of the
Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, Distributions will continue to accumulate with
interest thereon (to the extent permitted by applicable law, but not at a rate
exceeding the rate of interest then accruing on the Debentures) at the Coupon
Rate compounded [________] during any such Extended Interest Payment Period.
Prior to the termination of any such Extended Interest Payment Period, the
Debenture Issuer may further defer payments of interest by further extending
such Extended Interest Payment Period; provided that such Extended Interest
Payment Period, together with all such previous and further extensions within
such Extended Interest Payment Period, may not exceed [__] consecutive
[________], including the first [________] during such Extended Interest Payment
Period, or extend beyond the Maturity Date of the Debentures. Payments of
accrued Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extended
Interest Payment Period. Upon the termination of any Extended Interest Payment
Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extended Interest Payment Period, subject to the above
requirements.

     Subject to the Sponsor obtaining any regulatory prior approval then
required and to certain other conditions set forth in the Trust Agreement and
the Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time liquidate the Trust and cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust or, simultaneous with any
redemption of the Debentures, cause a Like Amount of the Securities to be
redeemed by the Trust.

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

                                     A2-3