<PAGE>   1

                                                                    EXHIBIT 4.09

                            SOLECTRON CAPITAL TRUST I

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                      AMONG

                      SOLECTRON CORPORATION, AS DEPOSITOR,

      FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS PROPERTY TRUSTEE,

      FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, AS DELAWARE TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                         Dated as of ____________, 2001



<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               PAGE
                                                                                               ----
<S>                                                                                            <C>
ARTICLE 1 DEFINED TERMS..........................................................................2

        Section 101. Definitions.................................................................2

ARTICLE 2 ESTABLISHMENT OF THE TRUST............................................................10

        Section 201. Name.......................................................................10
        Section 202. Office of the Delaware Trustee; Principal Place of Business................10
        Section 203. Initial Contribution of Trust Property; Organizational Expenses............11
        Section 204. Issuance of the Trust Preferred Securities.................................11
        Section 205. Issuance of the Common Securities; Subscription and Purchase of
               Debentures.......................................................................11
        Section 206. Declaration of Trust.......................................................11
        Section 207. Authorization to Enter into Certain Transactions...........................12
        Section 208. Assets of Trust............................................................15
        Section 209. Title to Trust Property....................................................15

ARTICLE 3 PAYMENT ACCOUNT.......................................................................15

        Section 301. Payment Account............................................................15

ARTICLE 4 DISTRIBUTIONS; REDEMPTION.............................................................16

        Section 401. Distributions..............................................................16
        Section 402. Redemption.................................................................18
        Section 403. Subordination of Common Securities.........................................20
        Section 404. Payment Procedures.........................................................21
        Section 405. Tax Returns and Reports....................................................21
        Section 406. Payment of Taxes, Duties, etc..............................................21
        Section 407. Payments Under Indenture...................................................21

ARTICLE 5 TRUST SECURITIES CERTIFICATES.........................................................22

        Section 501. Initial Ownership..........................................................22
        Section 502. The Trust Securities Certificates..........................................22
        Section 503. Execution, Authentication and Delivery of Trust Securities
               Certificates.....................................................................22
        Section 504. A Global Trust Preferred Security..........................................23
        Section 505. Registration of Transfer and Exchange of Trust Preferred
               Securities Certificates..........................................................24
        Section 506. Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates.........25
        Section 507. Persons Deemed Securityholders.............................................26
        Section 508. Access to List of Securityholders' Names and Addresses.....................26
        Section 509. Maintenance of Office or Agency............................................26
        Section 510. Appointment of Paying Agent................................................27
        Section 511. Ownership of Common Securities by Depositor................................27
        Section 512. Trust Securities Certificates..............................................28
</TABLE>



                                      -i-
<PAGE>   3

<TABLE>
<S>                                                                                             <C>
        Section 513. Notices to Clearing Agency.................................................28
        Section 514. Rights of Securityholders..................................................28

ARTICLE 6 ACTS OF SECURITYHOLDERS; MEETINGS; VOTING.............................................29

        Section 601. Limitations on Voting Rights...............................................29
        Section 602. Notice of Meetings.........................................................30
        Section 603. Meetings of Trust Preferred Securityholders................................30
        Section 604. Voting Rights..............................................................31
        Section 605. Proxies, etc...............................................................31
        Section 606. Securityholder Action by Written Consent...................................31
        Section 607. Record Date for Voting and Other Purposes..................................31
        Section 608. Acts of Securityholders....................................................32
        Section 609. Inspection of Records......................................................33

ARTICLE 7 REPRESENTATIONS AND WARRANTIES........................................................33

        Section 701. Representations and Warranties of the Bank and the Property
               Trustee .........................................................................33
        Section 702. Representations and Warranties of the Delaware Bank and the
               Delaware Trustee.................................................................34
        Section 703. Representations and Warranties of Depositor................................35

ARTICLE 8 TRUSTEES..............................................................................36

        Section 801. Certain Duties and Responsibilities........................................36
        Section 802. Certain Notices............................................................37
        Section 803. Certain Rights of Property Trustee.........................................38
        Section 804. Not Responsible for Recitals or Issuance of Securities.....................40
        Section 805. May Hold Securities........................................................40
        Section 806. Compensation; Indemnity; Fees..............................................40
        Section 807. Corporate Property Trustee Required; Eligibility of Trustees...............41
        Section 808. Conflicting Interests......................................................41
        Section 809. Co-Trustees and Separate Trustee...........................................41
        Section 810. Resignation and Removal; Appointment of Successor..........................43
        Section 811. Acceptance of Appointment by Successor.....................................44
        Section 812. Merger, Conversion, Consolidation or Succession to Business................45
        Section 813. Preferential Collection of Claims Against Depositor or Trust...............45
        Section 814. Reports by Property Trustee................................................45
        Section 815. Reports to the Property Trustee............................................46
        Section 816. Evidence of Compliance with Conditions Precedent...........................46
        Section 817. Number of Trustees.........................................................46
        Section 818. Delegation of Power........................................................47
        Section 819. Voting.....................................................................47

ARTICLE 9 TERMINATION, LIQUIDATION AND MERGER...................................................47

        Section 901. Termination Upon Expiration Date...........................................47
        Section 902. Early Termination..........................................................47
        Section 903. Termination................................................................48
        Section 904. Liquidation................................................................48
</TABLE>



                                      -ii-
<PAGE>   4

<TABLE>
<S>                                                                                             <C>
        Section 905. Mergers, Consolidations, Amalgamations or Replacements of the
               Trust ...........................................................................50

ARTICLE 10 MISCELLANEOUS PROVISIONS.............................................................51

        Section 1001. Limitation of Rights of Securityholders...................................51
        Section 1002. Amendment.................................................................51
        Section 1003. Separability..............................................................52
        Section 1004. Governing Law.............................................................52
        Section 1005. Payments Due on Non-Business Day..........................................52
        Section 1006. Successors................................................................53
        Section 1007. Headings..................................................................53
        Section 1008. Reports, Notices and Demands..............................................53
        Section 1009. Agreement not to Petition.................................................54
        Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act....................54
        Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and Indenture...........55
</TABLE>


EXHIBITS

<TABLE>
<S>                   <C>
        Exhibit A     Certificate of Trust
        Exhibit B     Form of Common Securities Certificate
        Exhibit C     Form of Expense Agreement
        Exhibit D     Form of Trust Preferred Securities Certificate
        Exhibit E     Form of Trust Preferred Securities Certificate of Authentication
        Exhibit F     Certificate of Depositary Agreement
</TABLE>



                                      -iii-
<PAGE>   5

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
                                                                         SECTION OF AMENDED
                                                                         AND RESTATED TRUST
           SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED                 AGREEMENT
           --------------------------------------------------            ------------------
<S>                                                                      <C>
         310(a)(1)...........................................                       807
         310(a)(2)...........................................                       807
         310(a)(3)...........................................                       807
         310(a)(4)...........................................                207(a)(ii)
         310(b)..............................................                       808
         311(a)..............................................                       813
         311(b)..............................................                       813
         312(a)..............................................                       507
         312(b)..............................................                       507
         312(c)..............................................                       507
         313(a)..............................................                    814(a)
         313(a)(4)...........................................                    814(b)
         313(b)..............................................                    814(b)
         313(c)..............................................                      1008
         313(d)..............................................                    814(c)
         314(a)..............................................                       815
         314(b)..............................................            Not Applicable
         314(c)(1)...........................................                       816
         314(c)(2)...........................................                       816
         314(c)(3)...........................................            Not Applicable
         314(d)..............................................            Not Applicable
         314(e)..............................................                  101, 816
         315(a)..............................................            801(a), 803(a)
         315(b)..............................................                 802, 1008
         315(c)..............................................                    801(a)
         315(d)..............................................                  801, 803
         316(a)(2)...........................................            Not Applicable
         316(b)..............................................            Not Applicable
         316(c)..............................................                       607
         317(a)(1)...........................................            Not Applicable
         317(a)(2)...........................................            Not Applicable
         317(b)..............................................                       509
         318(a)..............................................                      1010
</TABLE>

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



                                      -iv-
<PAGE>   6

                    AMENDED AND RESTATED DECLARATION OF TRUST


        AMENDED AND RESTATED DECLARATION OF TRUST, dated as of ______________,
2001, among (i) SOLECTRON CORPORATION, a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) FIRST UNION TRUST COMPANY,
NATIONAL ASSOCIATION, a national banking association with its principal place of
business in the State of Delaware, as property trustee (the "Property Trustee"
and, in its separate corporate capacity and not in its capacity as Property
Trustee, the "Bank"), (iii) FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION, a
national banking association with its principal place of business in the State
of Delaware, as Delaware trustee (the "Delaware Trustee," and, in its separate
corporate capacity and not in its capacity as Delaware Trustee, the "Delaware
Bank") (iv) Susan Wang, an individual and Robert Hirt, an individual, each of
whose address is c/o Company (each an "Administrative Trustee" and collectively
the "Administrative Trustees") (the Property Trustee, the Delaware Trustee and
the Administrative Trustees referred to collectively as the "Trustees"), and (v)
the several Holders (as hereinafter defined).

                                    RECITALS

        WHEREAS, the Depositor, the Delaware Trustee, and Susan Wang and Robert
Hirt, each as an Administrative Trustee, have heretofore duly declared and
established a business trust pursuant to the Delaware Business Trust Act by the
entering into of that certain Trust Agreement, dated as of December 21, 1998
(the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee and the Administrative Trustees with the Secretary of State of
the State of Delaware of the Certificate of Trust, filed on December 21, 1998,
the form of which is attached as Exhibit A; and

        WHEREAS, the Depositor, the Delaware Trustee, the Property Trustee and
the Administrative Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities (as defined herein) by the
Trust (as defined herein) to the Depositor; (ii) the issuance and sale of the
Trust Preferred Securities as defined herein) by the Trust pursuant to the
Underwriting Agreement (as defined herein); (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in the Debentures (as
defined herein); and (iv) the appointment of the Trustees;

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



<PAGE>   7

                                    ARTICLE I

                                  DEFINED TERMS

        Section 101. Definitions.

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

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

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

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

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

        "Act" has the meaning specified in Section 608.

        "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period.

        "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

        "Administrative Trustee" means each of Susan Wang and Robert Hirt,
solely in his or her capacity as Administrative Trustee of the Trust formed and
continued hereunder and not in his or her individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor trustee appointed as herein provided.

        "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, any Person 10% or more of whose outstanding voting securities
or other ownership interests are directly or indirectly owned, controlled or
held with power to vote by the specified Person; (b) any Person directly or
indirectly controlling, controlled by, or under common control with the
specified Person; (c) a partnership in which the specified Person is a general
partner; (d) any officer or director of the specified Person; and (e) if the
specified Person is an individual, any entity of which the specified Person is
an officer, director or general partner.

        "Authenticating Agent" means an authenticating agent with respect to the
Trust Preferred Securities appointed by the Property Trustee pursuant to Section
503.



                                      -2-
<PAGE>   8

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

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

                (a) the entry of a decree or order by a court having
jurisdiction in the premises adjudging such Person a bankrupt or insolvent, or
approving as properly filed a petition seeking liquidation or reorganization of
or in respect of such Person under the United States Bankruptcy Code of 1978, as
amended, or any other similar applicable federal or state law, and the
continuance of any such decree or order unvacated and unstayed for a period of
90 days; or the commencement of an involuntary case under the United States
Bankruptcy Code of 1978, as amended, in respect of such Person, which shall
continue undismissed for a period of 90 days or entry of an order for relief in
such case; or the entry of a decree or order of a court having jurisdiction in
the premises for the appointment on the ground of insolvency or bankruptcy of a
receiver, custodian, liquidator, trustee or assignee in bankruptcy or insolvency
of such Person or of its property, or for the winding up or liquidation of its
affairs, and such decree or order shall have remained in force unvacated and
unstayed for a period of 90 days; or

                (b) the institution by such Person of proceedings to be
adjudicated a voluntary bankrupt, or the consent by such Person to the filing of
a bankruptcy proceeding against it, or the filing by such Person of a petition
or answer or consent seeking liquidation or reorganization under the United
States Bankruptcy Code of 1978, as amended, or other similar applicable Federal
or State law, or the consent by such Person to the filing of any such petition
or to the appointment on the ground of insolvency or bankruptcy of a receiver or
custodian or liquidator or trustee or assignee in bankruptcy or insolvency of
such Person or of its property, or shall make a general assignment for the
benefit of creditors.

        "Bankruptcy Laws" has the meaning specified in Section 1009.

        "Board Resolution" means a copy of a resolution certified by the
Secretary of the Depositor to have been duly adopted by the Depositor's Board of
Directors, or such committee of the Board of Directors or officers of the
Depositor to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the appropriate Trustee.

        "Business Day" means a day other than a Saturday or Sunday, a day on
which banking institutions in New York, New York or Wilmington, Delaware are
authorized or required by law, executive order or regulation to remain closed,
or a day on which the Property Trustee's Corporate Trust Office or the Corporate
Trust Office of the Debenture Trustee is closed for business.

        "Certificate of Depositary Agreement" means the agreement among
Depositor, Trust and DTC, as the initial Clearing Agency, dated as of the
Closing Date, as the same may be amended and supplemented from time to time.

        "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.



                                      -3-
<PAGE>   9

        "Change in 1940 Act Law" shall have the meaning set forth in the
definition of "Investment Company Event."

        "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act of 1934, as
amended. DTC shall be the initial Clearing Agency.

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

        "Closing Date" means the date of execution and delivery of this Trust
Agreement.

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

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

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

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

        "Company" means Solectron Corporation.

        "Corporate Trust Office" means the office at which, at any particular
time, the corporate trust business of the Property Trustee or the Debenture
Trustee, as the case may be, shall be principally administered, which office at
the date hereof, in each such case, is located at One Rodney Square, 920 King
Street, 1st Floor, Wilmington, Delaware 19801, Attn: Corporate Trust
Administration.

        "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

        "Debenture Redemption Date" means, with respect to any Debentures to be
redeemed under the Indenture, the date fixed for redemption under the Indenture.

        "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1 of
the Indenture.

        "Debenture Trustee" means First Union Trust Company, National
Association, a national banking association with its principal place of business
in the State of Delaware and any successor thereto, acting not in its individual
capacity but solely as trustee under the Indenture



                                      -4-
<PAGE>   10

        "Debentures" means the $___________ aggregate principal amount of the
Depositor Floating Rate Subordinated Debentures due _____, issued pursuant to
the Indenture.

        "Definitive Trust Preferred Securities Certificates" means Trust
Preferred Securities Certificates issued in certified, fully registered form as
provided in Section 513.

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

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

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

        "Depositary" means DTC or any successor thereto.

        "Depositor" has the meaning specified in the Preamble to this Trust
Agreement.

        "Distribution Date" has the meaning specified in Section 401(a).

        "Distributions" means amounts payable in respect of the Trust Securities
as provided in Section 401.

        "DTC" means The Depository Trust Company.

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

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

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

                (c) default by the Trust in the payment of any Redemption Price
of any Trust 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 Trust 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 60 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 aggregate liquidation preference of the Outstanding
Trust Preferred Securities a written notice



                                      -5-
<PAGE>   11

specifying such default or breach and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

                (e) the occurrence of a Bankruptcy Event with respect to the
Property Trustee and the failure by the Depositor to appoint a successor
Property Trustee within 60 days thereof.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

        "Expiration Date" has the meaning specified in Section 901.

        "Extended Interest Payment Period" has the meaning specified in Section
4.1 of the Indenture.

        "Global Trust Preferred Securities Certificate" means a Trust Preferred
Securities Certificate evidencing ownership of Global Trust Preferred
Securities.

        "Global Trust Preferred Security" means a Trust Preferred Security, the
ownership and transfer of which shall be made through book entries by a Clearing
Agency as described herein.

        "Guarantee" means the Trust Preferred Securities Guarantee Agreement
executed and delivered by the Depositor and First Union Trust Company, National
Association, as trustee, contemporaneously with the execution and delivery of
this Trust Agreement, for the benefit of the holders of the Trust Preferred
Securities, as amended from time to time.

        "Indenture" means the Indenture, dated as of ____________, 2001, between
the Depositor and the Debenture Trustee, as trustee, as amended or supplemented
from time to time.

        "Investment Company Act," means the Investment Company Act of 1940, as
amended, as in effect at the date of execution of this instrument.

        "Investment Company Event" means the receipt by the Trust and the
Depositor of an Opinion of Counsel, rendered by a law firm having a recognized
national tax and securities law practice, to the effect that, as a result of the
occurrence of a change in law or regulation or a change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a "Change in 1940 Act Law"), the Trust is or
shall be considered an "investment company" that is required to be registered
under the Investment Company Act, which Change in 1940 Act Law becomes effective
on or after the date of original issuance of the Trust Preferred Securities
under this Trust Agreement; provided, however, that the Depositor or the Trust
shall have requested and received such an Opinion of Counsel with regard to such
matters within a reasonable period of time after the Depositor or the Trust
shall have become aware of the possible occurrence of any such event.



                                      -6-
<PAGE>   12

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

        "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having an aggregate Liquidation Amount equal to the
aggregate principal amount of Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which shall be used to pay the
Redemption Price of such Trust Securities; and (b) with respect to a
distribution of Debentures to Holders of Trust Securities in connection with a
termination or liquidation of the Trust, Debentures having a principal amount
equal to the Liquidation Amount of the Trust Securities of the Holder to whom
such Debentures are distributed. Each Debenture distributed pursuant to clause
(b) above shall carry with it accrued interest in an amount equal to the accrued
and unpaid interest then due on such Debentures.

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

        "Liquidation Date" means the date on which Debentures are to be
distributed to Holders of Trust Securities in connection with a termination and
liquidation of the Trust pursuant to Section 904(a).

        "Liquidation Distribution" has the meaning specified in Section 904(d).

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

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

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

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

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

        "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, who shall be reasonably acceptable to the Property Trustee.



                                      -7-
<PAGE>   13

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

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

                (a) Trust Preferred Securities theretofore canceled by the
Property Trustee or delivered to the Property Trustee for cancellation;

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

                (c) Trust Preferred Securities which have been paid or in
exchange for or in lieu of which other Trust Preferred Securities have been
executed and delivered pursuant to Sections 504, 505, 511 and 513; provided,
however, that in determining whether the Holders of the requisite Liquidation
Amount of the Outstanding Trust Preferred Securities have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Trust
Preferred Securities owned by the Depositor, any Trustee or any Affiliate of the
Depositor or any Trustee shall be disregarded and deemed not to be Outstanding,
except that (a) in determining whether any Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Trust Preferred Securities that such Trustee knows to be so owned
shall be so disregarded; and (b) the foregoing shall not apply at any time when
all of the outstanding Trust Preferred Securities are owned by the

        Depositor, one or more of the Trustees and/or any such Affiliate. Trust
Preferred Securities so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Administrative Trustees the pledgee's right so to the Depositor or any Affiliate
of the Depositor.

        "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 509 and shall initially be the Bank.

        "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee with the Bank in its trust
department for the benefit of the Securityholders in which all amounts paid in
respect of the Debentures shall be held and from which the Property Trustee
shall make payments to the Securityholders in accordance with Sections 401 and
402.

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

        "Property Trustee" means the commercial bank or trust company identified
as the "Property Trustee," in the Preamble to this Trust Agreement solely in its
capacity as Property Trustee of the



                                      -8-
<PAGE>   14

Trust heretofore formed and continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
property trustee appointed as herein provided.

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

        "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

        "Relevant Trustee" shall have the meaning specified in Section 810.

        "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 504.

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

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

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

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

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

        "Trust Preferred Security" means a preferred undivided beneficial
interest in the assets of the Trust, having a Liquidation Amount of $10 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.



                                      -9-
<PAGE>   15

        "Trust Property" means (a) the Debentures; (b) the rights of the
Property Trustee under the Guarantee; (c) any cash on deposit in, or owing to,
the Payment Account; and (d) all proceeds and rights in respect of the foregoing
and any other property and assets for the time being held or deemed to be held
by the Property Trustee pursuant to the trusts of this Trust Agreement.

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

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

        "Trustees" means, collectively, the Property Trustee, the Delaware
Trustee and the Administrative Trustees.

        "Underwriting Agreement" means the Underwriting Agreement, dated as of
____________, 2001, among the Trust, the Depositor and the Underwriters named
therein.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

        Section 201. Name.

        The Trust continued hereby shall be known as "Solectron Capital Trust
I," as such name may be modified from time to time by the Administrative
Trustees following written notice to the Holders of Trust Securities and the
other Trustees, in which name the Trustees may engage in the transactions
contemplated hereby, make and execute contracts and other instruments on behalf
of the Trust and sue and be sued.

        Section 202. Office of the Delaware Trustee; Principal Place of
Business.

        The address of the Delaware Trustee in the State of Delaware is c/o
First Union Trust Company, National Association, One Rodney Square, 920 King
Street, 1st Floor, Wilmington, Delaware 19801, Attn: Corporate Trust
Administration, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal executive office of the Trust is c/o Solectron
Corporation, 777 Gibraltar Dr., Milpitas, CA 95035.

        Section 203. Initial Contribution of Trust Property; Organizational
Expenses.

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



                                      -10-
<PAGE>   16

        Section 204. Issuance of the Trust Preferred Securities.

        On ____________, 2001, the Depositor and an Administrative Trustee, on
behalf of the Trust and pursuant to the Original Trust Agreement, executed and
delivered the Underwriting Agreement. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 502 and deliver in accordance
with the Underwriting Agreement, Trust Preferred Securities Certificates,
registered in the name of Persons entitled thereto in an aggregate amount of
____________ Trust Preferred Securities having an aggregate Liquidation Amount
of $___________ against receipt of the aggregate purchase price of such Trust
Preferred Securities of $__________, which amount such Administrative Trustee
shall promptly deliver to the Property Trustee.

        Section 205. Issuance of the Common Securities; Subscription and
Purchase of Debentures.

        Contemporaneously with the execution and delivery of this Trust
Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 502 and deliver to the Depositor, Common Securities
Certificates, registered in the name of the Depositor, in an aggregate amount of
Common Securities having an aggregate Liquidation Amount of $_________ against
payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$_____________, and, in satisfaction of the purchase price for such Debentures,
the Property Trustee, on behalf of the Trust, shall deliver to the Depositor the
sum of $_____________.

        Section 206. Declaration of Trust.

        The exclusive purposes and functions of the Trust are (a) to issue and
sell Trust Securities and use the proceeds from such sale to acquire the
Debentures; and (b) to engage in those activities necessary, advisable or
incidental thereto. The Depositor hereby appoints the Trustees as trustees of
the Trust, to have all the rights, powers and duties to the extent set forth
herein, and the Trustees hereby accept such appointment. The Property Trustee
hereby declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Delaware Trustee shall not be entitled to exercise
any powers, nor shall the Delaware Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Delaware Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the requirements of Section 3807 of
the Delaware Business Trust Act.

        Section 207. Authorization to Enter into Certain Transactions.

                (a) The Trustees shall conduct the affairs of the Trust in
accordance with the terms of this Trust Agreement. Subject to the limitations
set forth in paragraph (b) of this



                                      -11-
<PAGE>   17

Section 207 and Article VIII, and in accordance with the following provisions
(i) and (ii), the Administrative Trustees shall have the authority to enter into
all transactions and agreements determined by the Administrative Trustees to be
appropriate in exercising the authority, express or implied, otherwise granted
to the Administrative Trustees under this Trust Agreement, and to perform all
acts in furtherance thereof, including without limitation, the acts set forth in
the following provision (i) and the Property Trustee shall have the authority to
act, each as set forth below:

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

                                (A) the issuance and sale of the Trust
Securities and the compliance with the Underwriting Agreement in connection
therewith;

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

                                (C) assisting in the registration of the Trust
Preferred Securities under the Securities Act of 1933, as amended, and under
state securities or blue sky laws, and the qualification of this Trust Agreement
as a trust indenture under the Trust Indenture Act;

                                (D) assisting in the quotation of the Trust
Preferred Securities upon the OTC Bulletin Board or the listing on such
securities exchange or exchanges as shall be determined by the Depositor, the
registration of the Trust Preferred Securities under the Exchange Act, the
compliance with the quotation requirements of the OTC Bulletin Board or the
listing requirements of the applicable securities exchange and the preparation
and filing of all periodic and other reports and other documents pursuant to the
foregoing;

                                (E) the sending of notices (other than notices
of default) and other information regarding the Trust Securities and the
Debentures to the Securityholders in accordance with this Trust Agreement;

                                (F) the appointment of a Paying Agent,
authenticating agent and Securities Registrar in accordance with this Trust
Agreement;

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

                                (H) 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; and



                                      -12-
<PAGE>   18

                                (I) the taking of any action incidental to the
foregoing as the Administrative Trustees may from time to time determine is
necessary or advisable to give effect to the terms of this Trust Agreement for
the benefit of the Securityholders (without consideration of the effect of any
such action on any particular Securityholder).

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

                                (A) the establishment of the Payment Account;

                                (B) the receipt of the Debentures;

                                (C) the collection of interest, principal and
any other payments made in respect of the Debentures in the Payment Account;

                                (D) the distribution of amounts owed to the
Securityholders in respect of the Trust Securities in accordance with the terms
of this Trust Agreement;

                                (E) the exercise of all of the rights, powers
and privileges of a holder of the Debentures;

                                (F) the sending of notices of default and other
information regarding the Trust Securities and the Debentures to the
Securityholders in accordance with this Trust Agreement;

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

                                (H) to the extent provided in this Trust
Agreement, the winding up of the affairs of and liquidation of the Trust;

                                (I) after an Event of Default, the taking of any
action incidental to the foregoing as the Property Trustee may from time to time
determine is necessary or advisable to give effect to the terms of this Trust
Agreement and protect and conserve the Trust Property for the benefit of the
Securityholders (without consideration of the effect of any such action on any
particular Securityholder);

                                (J) registering transfers of the Trust
Securities in accordance with this Trust Agreement; and

                                (K) except as otherwise provided in this Section
207(a)(ii), the Property Trustee shall have none of the duties, liabilities,
powers or the authority of the Administrative Trustees set forth in Section
207(a)(i).

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



                                      -13-
<PAGE>   19

any investments or engage in any activities not authorized by this Trust
Agreement; (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or
otherwise dispose of any of the Trust Property or interests therein, including
to Securityholders, except as expressly provided herein; (iii) take any action
that would cause the Trust to fail or cease to qualify as a "grantor trust" for
United States federal income tax purposes; (iv) incur any indebtedness for
borrowed money or issue any other debt; or (v) take or consent to any action
that would result in the placement of a Lien on any of the Trust Property. The
Administrative Trustees shall defend all claims and demands of all Persons at
any time claiming any Lien on any of the Trust Property adverse to the interest
of the Trust or the Securityholders in their capacity as Securityholders.

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

                        (i) the preparation and filing by the Trust with the
Commission and the execution on behalf of the Trust of a registration statement
on the appropriate form in relation to the Trust Preferred Securities, the
Debentures, and the Guarantee, including any amendments thereto;

                        (ii) the determination of 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 or on behalf of the Trust, and advise the Trustees of actions
they must take on behalf of the Trust, and prepare for execution and filing any
documents to be executed and filed by the Trust or on behalf of the Trust, as
the Depositor deems necessary or advisable in order to comply with the
applicable laws of any such States;

                        (iii) the preparation for filing by the Trust and
execution on behalf of the Trust of an application to the OTC Bulletin Board or
a national stock exchange or other organizations for quotation or listing as
appropriate upon notice of issuance of any Trust Preferred Securities and to
file or cause an Administrative Trustee to file thereafter with such exchange or
organization such notifications and documents as may be necessary from time to
time;

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

                        (v)the negotiation of the terms of, and the execution
and delivery of, the Underwriting Agreement providing for the sale of the Trust
Preferred Securities; and

                        (vi) the taking of any other actions necessary or
desirable to carry out any of the foregoing activities.

                (d) Notwithstanding anything herein to the contrary, the
Trustees are authorized and directed to conduct the affairs of the Trust and to
operate the Trust so that the Trust shall not be deemed to be an "investment
company" required to be registered under the Investment Company



                                      -14-
<PAGE>   20

Act, shall be classified as a "grantor trust" and not as an association taxable
as a corporation for United States federal income tax purposes and so that the
Debentures shall be treated as indebtedness of the Depositor for United States
federal income tax purposes. In this connection, subject to Section 1002, the
Depositor and the Trustees are authorized to take any action, not inconsistent
with applicable law or this Trust Agreement, that each of the Depositor and the
Trustees determines in their discretion to be necessary or desirable for such
purposes.

        Section 208. Assets of Trust.

        The assets of the Trust shall consist of the Trust Property.

        Section 209. Title to Trust Property.

        Legal title to all Trust Property shall be vested at all times in the
Property Trustee (in its capacity as such) and shall be held and administered by
the Property Trustee for the benefit of the Securityholders in accordance with
this Trust Agreement.

                                   ARTICLE III

                                 PAYMENT ACCOUNT

        Section 301. Payment Account.

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

        Section 401. Distributions.

                (a) Distributions on the Trust Securities shall be cumulative,
and shall accumulate whether or not there are funds of the Trust available for
the payment of Distributions. Distributions shall accumulate from _____________,
2001, and, except during any Extended Interest Payment Period with respect to
the Debentures, shall be payable quarterly in arrears on the last calendar day



                                      -15-
<PAGE>   21

of March, June, September and December of each year, commencing on
_____________, 2001. If any date on which a Distribution is otherwise payable on
the Trust Securities is not a Business Day, then the payment of such
Distribution shall be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay) except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day (and without any
reduction of interest or any other payment in respect of any such acceleration),
in each case with the same force and effect as if made on such date (each date
on which distributions are payable in accordance with this Section 401(a), a
"Distribution Date").

                (b) The Trust Securities represent undivided beneficial
interests in the Trust Property, and, as a practical matter, the Distributions
on the Trust Securities shall be payable at a floating rate ("Floating Interest
Rate") of 3.75% per annum over the three month London interbank offered rate
("Three-Month LIBOR Rate") from time to time in effect of the Liquidation Amount
of the Trust Securities. The Floating Interest Rate for each interest period
will be set on the 15th day of the months March, June, September and December of
each year; provided, that the initial Floating Interest Rate will be set on
____________, 2001 (each such date, an "Interest Reset Date"). If the Interest
Reset Date is not a London Business Day, then such Interest Reset Date shall be
the next succeeding day which is a London Business Day.

                (c) The amount of Distributions payable for any full period
shall be computed on the basis of a 360-day year of twelve 30-day months. The
amount of Distributions for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day months. During any
Extended Interest Payment Period with respect to the Debentures, Distributions
on the Trust Preferred Securities shall be deferred for a period equal to the
Extended Interest Payment Period. The amount of Distributions payable for any
period shall include the Additional Amounts, if any.

                (d) The "Three-Month LIBOR Rate" shall mean the rate determined
in accordance with the following provisions:

                        (i) On the second London business day preceding each
Interest Reset Date (each such date, an "Interest Determination Date"), First
Union Trust Company, National Association (the "Calculation Agent"), will
determine the Three-Month LIBOR Rate which shall be the rate for deposits in the
London interbank market in U.S. dollars having a three-month maturity commencing
on the second London business day immediately following such Interest
Determination Date which appears on the Telerate Page 3750 as of 11:00 a.m.,
London time, on such Interest Determination Date. "Telerate Page 3750" means the
display on Page 3750 of the Dow Jones Telerate Service (or such other page as
may replace that page on that service for the purpose of displaying London
interbank offered rates of major banks for U.S. dollar deposits). If the
Three-Month LIBOR Rate on such Interest Determination Date does not appear on
the Telerate Page 3750, such Three-Month LIBOR Rate will be determined as
described in (ii) below. London business day means any day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.



                                      -16-
<PAGE>   22

                        (ii) With respect to an Interest Determination Date for
which the Three-Month LIBOR Rate does not appear on the Telerate Page 3750 as
specified in (i) above, the Calculation Agent will request the principal London
offices of each of four major banks in the London interbank market, as selected
by the Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in U.S. dollars having a three-month maturity commencing
on the second London business day immediately following such Interest
Determination Date to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on such Interest Determination Date and
in a principal amount that is representative for a single transaction in such
market at such time. If at least two such quotations are provided, the
Three-Month LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one
hundred-thousandth of a percentage point, with five or more one-millionths of
one percentage point rounded upwards) of such quotations. If fewer than two
quotations are provided, the Three-Month LIBOR Rate determined on such Interest
Determination Date will be the arithmetic mean (rounded upwards, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five or more
one-millionths of one percentage point rounded upwards) of the rates quoted at
approximately 11:00 a.m., New York City time, on such Interest Determination
Date for loans in U.S. dollars to leading European banks, having a three-month
maturity commencing on the second London business day immediately following such
Interest Determination Date and in a principal amount that is representative for
a single transaction in such market at such time by three major banks in New
York City selected by the Calculation Agent; provided, however, if the banks so
selected by the Calculation Agent are not quoting as aforesaid, the Three-Month
LIBOR Rate with respect to such Interest Determination Date will be the
Three-Month LIBOR Rate in effect on such Interest Determination Date.

                (e) Distributions on the Trust Securities shall be made by the
Property Trustee solely from the Payment Account and shall be payable on each
Distribution Date only to the extent that the Trust has funds on hand and
immediately available by 12:30 p.m. on each Distribution Date in the Payment
Account for the payment of such Distributions.

                (f) Distributions on the Trust Securities with respect to a
Distribution Date shall be payable to the record holders thereof as they appear
on the Securities Register for the Trust Securities on the relevant record date,
which shall be the Business Day immediately prior to the relevant Distribution
Date.

        Section 402. Redemption.

                (a) On each Debenture Redemption Date and on the maturity of the
Debentures, the Trust shall be required to redeem a Like Amount of Trust
Securities at the Redemption Price.

                (b) Notice of redemption shall be given by the Property Trustee
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date to each Holder of Trust Securities to be
redeemed, at such Holder's address appearing in the Securities Register. The
Property Trustee shall have no responsibility for the accuracy of any CUSIP
number contained in such notice. All notices of redemption shall state:

                        (i) the Redemption Date;



                                      -17-
<PAGE>   23

                        (ii) the Redemption Price;

                        (iii) the CUSIP number;

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

                        (v) that, on the Redemption Date, the Redemption Price
shall become due and payable upon each such Trust Security to be redeemed and
that Distributions thereon shall cease to accumulate on and after said date,
except as provided in Section 402(d); and

                        (vi) the place or places at which Trust Securities are
to be surrendered for the payment of the Redemption Price; and

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

                (d) If the Property Trustee gives a notice of redemption in
respect of any Trust Preferred Securities, then, by 12:00 noon, New York City
time, on the Redemption Date, subject to Section 402(c), the Property Trustee,
subject to Section 402(c), shall, with respect to Trust Preferred Securities
held in global form, deposit with the Clearing Agency for such Trust Preferred
Securities, to the extent available therefor, funds sufficient to pay the
applicable Redemption Price and will give such Clearing Agency irrevocable
instructions and authority to pay the Redemption Price to the Holders of the
Trust Preferred Securities. With respect to Trust Securities that are not held
in global form, the Property Trustee, subject to Section 402(c), shall deposit
with the Paying Agent funds sufficient to pay the applicable Redemption Price
and shall give the Paying Agent irrevocable instructions and authority to pay
the Redemption Price to the record holders thereof upon surrender of their Trust
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Register for the Trust Securities on the relevant record dates for
the related Distribution Dates. If notice of redemption shall have been given
and funds deposited as required, then upon the date of such deposit, (i) all
rights of Securityholders holding Trust Securities so called for redemption
shall cease, except the right of such Securityholders to receive the Redemption
Price, (ii) such Securities shall cease to be Outstanding, (iii) the Clearing
Agency for the Trust Preferred Securities or its nominee, as the registered
Holder of the Global Trust Preferred Securities Certificate, shall receive a
registered global certificate or certificates representing the Debentures to be
delivered upon such distribution with respect to Trust Preferred Securities held
by the Clearing Agency or its nominee, and (iv) any Trust Securities
Certificates not held by the Clearing Agency for the Trust Preferred Securities
or its nominee as specified in clause (iii) above will be deemed to represent
Debentures having a principal amount equal to the stated Liquidation Amount of
the Trust Securities represented thereby and bearing accrued and unpaid interest
in an amount equal to the accumulated and unpaid Distributions



                                      -18-
<PAGE>   24

on such Trust Securities until such certificates are presented to the Securities
Registrar for transfer or reissuance. In the event that any date on which any
Redemption Price is payable is not a Business Day, then payment of the
Redemption Price payable on such date shall be made on the next succeeding day
that is a Business Day (and without any interest or other payment in respect of
any such delay) except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day (and without any reduction of interest or any other payment in respect of
any such acceleration), in each case with the same force and effect as if made
on such date. In the event that payment of the Redemption Price in respect of
any Trust Securities called for redemption is improperly withheld or refused and
not paid either by the Trust or by the Depositor pursuant to the Guarantee,
Distributions on such Trust Securities shall continue to accumulate, at the then
applicable rate, from the Redemption Date originally established by the Trust
for such Trust Securities to the date such Redemption Price is actually paid, in
which case the actual payment date shall be the date fixed for redemption for
purposes of calculating the Redemption Price.

                (e) Payment of the Redemption Price on the Trust Securities
shall be made to the record holders thereof as they appear on the Securities
Register for the Trust Securities on the relevant record date, which shall be
the date 15 days prior to the relevant Redemption Date.

                (f) Subject to Section 403(a), if less than all the Outstanding
Trust Securities are to be redeemed on a Redemption Date, then the aggregate
Liquidation Amount of Trust Securities to be redeemed shall be allocated on a
pro rata basis (based on Liquidation Amounts) among the Common Securities and
the Trust Preferred Securities. The particular Trust Preferred Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Property Trustee from the outstanding Trust Preferred Securities not
previously called for redemption, by such method (including, without limitation,
by lot) as the Property Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to $10 or an
integral multiple of $10 in excess thereof) of the Liquidation Amount of Trust
Preferred Securities of a denomination larger than $10. The Property Trustee
shall promptly notify the Securities Registrar in writing of the Trust Preferred
Securities selected for redemption and, in the case of any Trust Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Trust Preferred
Securities shall relate, in the case of any Trust Preferred Securities redeemed
or to be redeemed only in part, to the portion of the Liquidation Amount of
Trust Preferred Securities which has been or is to be redeemed.

        Section 403. Subordination of Common Securities.

                (a) Payment of Distributions (including Additional Amounts, if
applicable) on, and the Redemption Price of, the Trust Securities, as
applicable, shall be made, subject to Section 402(f), pro rata among the Common
Securities and the Trust Preferred Securities based on the Liquidation Amount of
the Trust Securities; provided, however, that if on any Distribution Date or
Redemption Date any Event of Default resulting from a Debenture Event of Default
shall have occurred and be continuing, no payment of any Distribution (including
Additional Amounts, if applicable) on, or Redemption Price of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless



                                      -19-
<PAGE>   25

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

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

        Section 404. Payment Procedures.

        Payments of Distributions (including Additional Amounts, if applicable)
in respect of the Trust Preferred Securities shall be made by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Securities Register or, if the Trust Preferred Securities are held by a Clearing
Agency, such Distributions shall be made to the Clearing Agency in immediately
available funds, which will credit the relevant accounts on the applicable
Distribution Dates. Payments in respect of the Common Securities shall be made
in such manner as shall be mutually agreed between the Property Trustee and the
Common Securityholder.

        Section 405. Tax Returns and Reports.

        The Administrative Trustees shall prepare (or cause to be prepared), at
the Depositor's expense, and file all United States federal, state and local tax
and information returns and reports required to be filed by or in respect of the
Trust. In this regard, the Administrative Trustees shall (a) prepare and file
(or cause to be prepared and filed) the appropriate Internal Revenue Service
forms required to be filed in respect of the Trust in each taxable year of the
Trust; and (b) prepare and furnish (or cause to be prepared and furnished) to
each Securityholder the appropriate Internal Revenue Service forms required to
be furnished to such Securityholder or the information required to be provided
on such form. The Administrative Trustees shall provide the Depositor with a
copy of all such returns and reports promptly after such filing or furnishing.
The Property Trustee shall comply with United States federal withholding and
backup withholding tax laws and information reporting requirements with respect
to any payments to Securityholders under the Trust Securities.



                                      -20-
<PAGE>   26

        Section 406. Payment of Taxes, Duties, etc. of the Trust.

        Upon receipt under the Debentures of Additional Interest (as defined in
Section 1.1 of the Indenture), the Property Trustee, at the direction of an
Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or
governmental charges of whatsoever nature (other than withholding taxes) imposed
on the Trust by the United States or any other taxing authority.

        Section 407. Payments Under Indenture.

        Any amount payable hereunder to any record holder of Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder has directly received under the Indenture pursuant to Section 513(b) or
(c) hereof.

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

        Section 501. Initial Ownership.

        Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 203 and until the issuance of the Trust Securities, and at
any time during which no Trust Securities are outstanding, the Depositor shall
be the sole beneficial owner of the Trust.

        Section 502. The Trust Securities Certificates.

        The Trust Preferred Securities Certificates shall be issued in minimum
denominations of ____ Liquidation Amount and integral multiples of ____ in
excess thereof, and the Common Securities Certificates shall be issued in
denominations of ____ Liquidation Amount and integral multiples thereof. The
Trust Securities Certificates shall be executed on behalf of the Trust by manual
or facsimile signature of at least one Administrative Trustee. Trust Securities
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed, authorized to sign on
behalf of the Trust, shall be validly issued and entitled to the benefits of
this Trust Agreement, notwithstanding that such individuals or any of them shall
have ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 504, 511
and 513.

        Section 503. Execution, Authentication and Delivery of Trust Securities
Certificates.

                (a) On the Closing Date and on any date on which the
underwriters exercise their over-allotment option, as applicable (an "Option
Closing Date"), the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 204 and
205, to be executed on behalf of the Trust by at least one of the Administrative
Trustees and delivered to or upon the written order of the Depositor, signed by
its Chief Executive Officer,



                                      -21-
<PAGE>   27

President, any Vice President or its Treasurer without further corporate action
by the Depositor, in authorized denominations.

                (b) A Trust Securities Certificate 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 Securities
Certificate has been authenticated under this Trust Agreement. Each Trust
Security Certificate shall be dated the date of its authentication.

        Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Trust Securities Certificates.

        The Property Trustee may appoint an Authenticating Agent acceptable to
the Trust to authenticate the Trust Securities. An Authenticating Agent may
authenticate the Trust Securities whenever the Property Trustee may do so. Each
reference in this Trust Agreement to authentication by the Property Trustee
includes authentication by such agent. An Authenticating Agent has the same
rights as the Property Trustee to deal with the Company or the Trust.

        Section 504. A Global Trust Preferred Security.

                (a) Any Global Trust Preferred Security issued under this Trust
Agreement shall be registered in the name of the nominee of the Clearing Agency
and delivered to such custodian therefor, and such Global Trust Preferred
Security shall constitute a single Trust Preferred Security for all purposes of
this Trust Agreement.

                (b) Notwithstanding any other provision in this Trust Agreement,
no Global Trust Preferred Security may be exchanged for Trust Preferred
Securities registered in the names of persons other than the Depositary or its
nominee unless (i) the Depositary notifies the Debenture Trustee that it is
unwilling or unable to continue as a depositary for such Global Trust Preferred
Securities and the Depositor is unable to locate a qualified successor
depositary, (ii) the Depositor executes and delivers to the Trustee a written
order stating that it elects to terminate the book-entry system through the
Depositary or (iii) there shall have occurred and be continuing a Debenture
Event of Default.

                (c) If a Trust Preferred Security is to be exchanged in whole or
in part for a beneficial interest in a Global Trust Preferred Security, then
either (i) such Global Trust Preferred Security shall be so surrendered for
exchange or cancellation as provided in this Article V or (ii) the Liquidation
amount thereof shall be reduced or increased by an amount equal to the portion
thereof to be so exchanged or cancelled, or equal to the Liquidation Amount of
such other Trust Preferred Securities to be so exchanged for a beneficial
interest therein, as the case may be, by means of an appropriate adjustment made
on the records of the Securities Registrar, whereupon the Property Trustee, in
accordance with the rules and procedures of the Depositary for such Global Trust
Preferred Security (the "Applicable Procedures"), shall instruct the Clearing
Agency or its authorized representative to make a corresponding adjustment to
its records. Upon any such surrender or adjustment of a Global Trust Preferred
Security by the Clearing Agency, accompanied by registration instructions, the
Administrative Trustees shall execute and the Property Trustee shall, subject to
Section 504(b) and as otherwise provided in this Article V, authenticate and
deliver any



                                      -22-
<PAGE>   28

Trust Preferred Securities issuable in exchange for such Global Trust Preferred
Security (or any portion thereof) in accordance with the instructions of the
Clearing Agency. The Property Trustee shall not be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be fully
protected in relying on, such instructions.

                (d) Every Trust Preferred Security executed, authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of, a
Global Trust Preferred Security or any portion thereof, whether pursuant to this
Article V or otherwise, shall be executed, authenticated and delivered in the
form of, and shall be, a Global Trust Preferred Security, unless such Global
Trust Preferred Security is registered in the name of a Person other than the
Clearing Agency for such Global Trust Preferred Security or a nominee thereof.

                (e) The Clearing Agency or its nominee, as the registered owner
of a Global Trust Preferred Security, shall be considered the Holder of the
Trust Preferred Securities represented by such Global Trust Preferred Security
for all purposes under this Trust Agreement and the Trust Preferred Securities,
and owners of beneficial interests in such Global Trust Preferred Security shall
hold such interests pursuant to the Applicable Procedures and, except as
otherwise provided herein, shall not be entitled to receive physical delivery of
any such Trust Preferred Securities in definitive form and shall not be
considered the Holders thereof under this Trust Agreement. Accordingly, any such
owner's beneficial interest in the Global Trust Preferred Securities shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Clearing Agency or its nominee. Neither the Property
Trustee, the Securities Registrar nor Depositor shall have any liability in
respect of any transfers effected by the Clearing Agency.

                (f) The rights of owners of beneficial interests in a Global
Trust Preferred Security shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such owners
and the Clearing Agency.

        Section 505. Registration of Transfer and Exchange of Trust Preferred
Securities Certificates.

                (a) The Depositor shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 508, a register or registers for the
purpose of registering Trust Securities Certificates and, subject to the
provisions of Section 503A, transfers and exchanges of Trust Securities
Certificates (herein referred to as the "Securities Register") in which the
registrar designated by the Depositor (the "Securities Registrar"), subject to
such reasonable regulations as it may prescribe, shall provide for the
registration of Trust Preferred Securities Certificates and Common Securities
Certificates (subject to Section 510 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of referred Securities
Certificates as herein provided. The Property Trustee shall be the initial
Securities Registrar.

                (b) Subject to the provisions of Section 503A, upon surrender
for registration of transfer of any Trust Preferred Securities Certificate at
the office or agency maintained pursuant to Section 508, the Administrative
Trustees or any one of them shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Trust Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
dated the date of execution by



                                      -23-
<PAGE>   29

such Administrative Trustee or Trustees. The Securities Registrar shall not be
required to register the transfer of any Trust Preferred Securities that have
been called for redemption. At the option of a record holder, Trust Preferred
Securities Certificates may be exchanged for other Trust Preferred Securities
Certificates in authorized denominations of the same class and of a like
aggregate Liquidation Amount upon surrender of the Trust Preferred Securities
Certificates to be exchanged at the office or agency maintained pursuant to
Section 508.

                (c) Every Trust Preferred Securities Certificate presented or
surrendered for registration of transfer or exchange, subject to the provisions
of Section 503A, shall be accompanied by a written instrument of transfer in
form satisfactory to the Property Trustee and the Securities Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each Trust
Preferred Securities Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Property Trustee
in accordance with its customary practice. The Trust shall not be required to
(i) issue, register the transfer of, or exchange any Trust Preferred Securities
during a period beginning at the opening of business 15 calendar days before the
date of mailing of a notice of redemption of any Trust Preferred Securities
called for redemption and ending at the close of business on the day of such
mailing; or (ii) register the transfer of or exchange any Trust Preferred
Securities so selected for redemption, in whole or in part, except the
unredeemed portion of any such Trust Preferred Securities being redeemed in
part.

                (d) No service charge shall be made for any registration of
transfer or exchange of Trust Preferred Securities Certificates, subject to the
provisions of Section 503A, but the Securities Registrar may require payment of
a sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Trust Preferred Securities
Certificates.

                (e) Trust Preferred Securities may only be transferred, in whole
or in part, in accordance with the terms and conditions set forth in this Trust
Agreement. Any transfer or purported transfer of any Trust Preferred Security
not made in accordance with this Trust Agreement shall be null and void. A Trust
Preferred Security that is not a Global Trust Preferred Security may be
transferred, in whole or in part, to a Person who takes delivery in the form of
another Trust Preferred Security that is not a Global Trust Preferred Security
as provided in Section 504(a). A beneficial interest in a Global Trust Preferred
Security may be exchanged for a Trust Preferred Security that is not a Global
Trust Preferred Security only as provided in Section 503A.

        Section 506. Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

        If (a) any mutilated Trust Securities certificate shall be surrendered
to the Securities Registrar, or if the Securities Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Securities Certificate; and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate, a
new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section 505, the Administrative Trustees or the Securities Registrar



                                      -24-
<PAGE>   30

may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any duplicate
Trust Securities Certificate issued pursuant to this Section 505 shall
constitute conclusive evidence of an undivided beneficial interest in the assets
of the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Securities Certificate shall be found at any time.

        Section 507. Persons Deemed Securityholders.

        The Trustees, the Paying Agent and the Securities Registrar shall treat
the Person in whose name any Trust Securities Certificate shall be registered in
the Securities Register as the owner of such Trust Securities Certificate for
the purpose of receiving Distributions and for all other purposes whatsoever,
and neither the Trustees nor the Securities Registrar shall be bound by any
notice to the contrary.

        Section 508. Access to List of Securityholders' Names and Addresses.

        At any time when the Property Trustee is not also acting as the
Securities Registrar, the Administrative Trustees or the Depositor shall furnish
or cause to be furnished to the Property Trustee (a) within five Business Days
of each record date, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
record date; and (b) promptly after receipt by any Administrative Trustee or the
Depositor of a request therefor from the Property Trustee in order to enable the
Property Trustee to discharge its obligations under this Trust Agreement, in
each case to the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Securities Registrar. The rights of Securityholders to communicate
with other Securityholders with respect to their rights under this Trust
Agreement or under the Trust Securities, and the corresponding rights of the
Trustee shall be as provided in the Trust Indenture Act. Each Holder, by
receiving and holding a Trust Securities Certificate, and each owner shall be
deemed to have agreed not to hold the Depositor, the Property Trustee or the
Administrative Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

        Section 509. Maintenance of Office or Agency.

        The Administrative Trustees shall maintain, or cause to be maintained,
in The City of New York, New York or Wilmington, Delaware or other location
designated by the Administrative Trustees, an office or offices or agency or
agencies where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate the Corporate Trust Office of the
Property Trustee, First Union Trust Company, National Association, as the
principal corporate trust office for such purposes. The Administrative Trustees
shall give prompt written notice to the Depositor and to the Securityholders of
any change in the location of the Securities Register or any such office or
agency.



                                      -25-
<PAGE>   31

        Section 510. Appointment of Paying Agent.

        The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Trustees determine in
their sole discretion that the Paying Agent shall have failed to perform its
obligations under this Trust Agreement in any material respect. The Paying Agent
shall initially be the Property Trustee, and any co-paying agent chosen by the
Property Trustee, and acceptable to the Administrative Trustees and the
Depositor. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon 30 days written notice to the Administrative Trustees, the
Property Trustee and the Depositor. In the event that the Property Trustee shall
no longer be the Paying Agent or a successor Paying Agent shall resign or its
authority to act be revoked, the Administrative Trustees shall appoint a
successor that is acceptable to the Property Trustee and the Depositor to act as
Paying Agent (which shall be a bank or trust company). The Administrative
Trustees shall cause such successor Paying Agent or any additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent shall hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and, upon removal of a
Paying Agent, such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 801, 803 and 806 shall apply to
the Property Trustee also in its role as Paying Agent, for so long as the
Property Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

        Section 511. Ownership of Common Securities by Depositor.

        On the Closing Date, the Depositor shall acquire and retain beneficial
and record ownership of the Common Securities. To the fullest extent permitted
by law, any attempted transfer of the Common Securities (other than a transfer
in connection with a merger or consolidation of the Depositor into another
corporation pursuant to Section ___ of the Indenture) shall be void. The
Administrative Trustees shall cause each Common Securities Certificate issued to
the Depositor to contain a legend stating "THIS CERTIFICATE IS NOT
TRANSFERABLE."

        Section 512. Trust Securities Certificates.

                (a) Upon their original issuance, Trust Preferred Securities
Certificates shall be issued in the form of one or more fully registered Global
Trust Preferred Securities Certificates which will be deposited with or on
behalf of the Clearing Agency and registered in the name of the Clearing
Agency's nominee. Unless and until it is exchangeable in whole or in part for
the Trust Preferred Securities in definitive form, a global security may not be
transferred except as a whole by the Clearing Agency to a nominee of the
Clearing Agency or by a nominee of the Clearing Agency



                                      -26-
<PAGE>   32

to the Clearing Agency or another nominee of the Clearing Agency or by the
Clearing Agency or any such nominee to a successor of such Clearing Agency or a
nominee of such successor.

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

        Section 513. Notices to Clearing Agency.

        To the extent that a notice or other communication to the Holders is
required under this Trust Agreement, for so long as Trust Preferred Securities
are represented by a Global Trust Preferred Securities Certificate, the Trustees
shall give all such notices and communications specified herein to be given to
the Clearing Agency, and shall have no obligations to provide notice to the
owners of the beneficial interest in the Global Trust Preferred Securities.

        Section 514. Rights of Securityholders.

                (a) The legal title to the Trust Property is vested exclusively
in the Property Trustee (in its capacity as such) in accordance with Section
209, and the Securityholders shall not have any right or title therein other
than the undivided beneficial interest in the assets of the Trust conferred by
their Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement. The Trust Securities
shall have no preemptive or similar rights. When issued and delivered to Holders
of the Trust Preferred Securities against payment of the purchase price
therefor, the Trust Preferred Securities shall be fully paid and nonassessable
interests in the Trust. The Holders of the Trust Preferred Securities, in their
capacities as such, 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.

                (b) For so long as any Trust Preferred Securities remain
Outstanding, if, upon a Debenture Event of Default, the Debenture Trustee fails
or the holders of not less than 25% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of at least 25% in Liquidation Amount
of the Trust Preferred Securities then Outstanding shall have such right by a
notice in writing to the Depositor and the Debenture Trustee; and upon any such
declaration such principal amount of and the accrued interest on all of the
Debentures shall become immediately due and payable, provided that the payment
of principal and interest on such Debentures shall remain subordinated to the
extent provided in the Indenture.

                (c) For so long as any Trust Preferred Securities remain
outstanding, upon a Debenture Event of Default arising from the failure to pay
interest or principal on the Debentures, the Holders of any Trust Preferred
Securities then Outstanding shall, to the fullest extent permitted by law, have
the right to directly institute proceedings for enforcement of payment to such
Holders of principal of or interest on the Debentures having a principal amount
equal to the Liquidation Amount of the Trust Preferred Securities of such
Holders.



                                      -27-
<PAGE>   33

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

        Section 601. Limitations on Voting Rights.

                (a) Except as provided in this Section 601, in Sections 512, 810
and 1002 and in the Indenture and as otherwise required by law, no record Holder
of Trust Preferred Securities shall have any right to vote or in any manner
otherwise control the administration, operation and management of the Trust or
the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Trust Securities Certificates, be construed so as
to constitute the Securityholders from time to time as partners or members of an
association.

                (b) So long as any Debentures are held by the Property Trustee
on behalf of the Trust, 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 the Debenture Trustee with
respect to such Debentures; (ii) waive any past default which is waivable under
Article VII of the Indenture; (iii) exercise any right to rescind or annul a
declaration 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, without, in each case,
obtaining the prior approval of the Holders of at least 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 Outstanding Debentures affected thereby, no such consent shall be
given by the Property Trustee without the prior written consent of each holder
of Trust Preferred Securities. The Trustees shall not revoke any action
previously authorized or approved by a vote of the Holders of the Outstanding
Trust Preferred Securities, except by a subsequent vote of the Holders of the
Outstanding Trust Preferred Securities. The Property Trustee shall notify each
Holder of the Outstanding Trust Preferred Securities of any notice of default
received from the Debenture Trustee with respect to the Debentures. In addition
to obtaining the foregoing approvals of the Holders of the Trust Preferred
Securities, prior to taking any of the foregoing actions, the Trustees shall, at
the expense of the Depositor, obtain an Opinion of Counsel experienced in such
matters to the effect that the Trust shall continue to be classified as a
grantor trust and not as an association taxable as a corporation for United
States federal income tax purposes on account of such action.

                (c) If any proposed amendment to the Trust Agreement provides
for, or the Trustees otherwise propose to effect, (i) any action that would
adversely affect in any material respect the powers, preferences or special
rights of the Trust Preferred Securities, whether by way of amendment to the
Trust Agreement or otherwise; or (ii) the dissolution, winding-up or termination
of the Trust, other than pursuant to the terms of this Trust Agreement, then the
Holders of Outstanding Trust Preferred Securities as a class shall be entitled
to vote on such amendment or proposal and such amendment or proposal shall not
be effective except with the approval of the Holders of at least a majority in
Liquidation Amount of the Outstanding Trust Preferred Securities. No amendment
to this Trust Agreement may be made if, as a result of such amendment, the Trust
would cease to be classified as a grantor trust or would be classified as an
association taxable as a corporation for United States federal income tax
purposes.



                                      -28-
<PAGE>   34

        Section 602. Notice of Meetings.

        Notice of all meetings of the Trust Preferred Securityholders, stating
the time, place and purpose of the meeting, shall be given by the Property
Trustee pursuant to Section 1008 to each Trust Preferred Securityholder of
record, at his registered address, at least 15 days and not more than 90 days
before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further notice.

        Section 603. Meetings of Trust Preferred Securityholders.

                (a) No annual meeting of Securityholders is required to be held.
The Administrative Trustees, however, shall call a meeting of Securityholders to
vote on any matter in respect of which Trust Preferred Securityholders are
entitled to vote upon the written request of the Trust Preferred Securityholders
of 25% of the Outstanding Trust Preferred Securities (based upon their aggregate
Liquidation Amount) and the Administrative Trustees or the Property Trustee may,
at any time in their discretion, call a meeting of Trust Preferred
Securityholders to vote on any matters as to which the Trust Preferred
Securityholders are entitled to vote.

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

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

        Section 604. Voting Rights.

        Securityholders shall be entitled to one vote for each $10 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

        Section 605. Proxies, etc.

        At any meeting of Securityholders, any Securityholder entitled to vote
thereat may vote by proxy, provided that no proxy, shall be voted at any meeting
unless it shall have been placed on file with the Administrative Trustees, or
with such other officer or agent of the Trust as the Administrative Trustees may
direct, for verification prior to the time at which such vote shall be taken.
Only Holders of record shall be entitled to vote. When Trust Securities are held
jointly by several persons, any one of them may vote at any meeting in person or
by proxy in respect of such Trust Securities, but if more than one of them shall
be present at such meeting in person or by proxy, and such joint owners or their
proxies so present disagree as to any vote to be cast, such vote shall



                                      -29-
<PAGE>   35

not be received in respect of such Trust Securities. A proxy purporting to be
executed by or on behalf of a Securityholder shall be deemed valid unless
challenged at or prior to its exercise, and, the burden of proving invalidity
shall rest on the challenger. No proxy shall be valid more than three years
after its date of execution.

        Section 606. Securityholder Action by Written Consent.

        Any action which may be taken by Securityholders at a meeting may be
taken without a meeting if Securityholders holding more than a majority of all
outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action (or such larger proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their aggregate Liquidation
Amount).

        Section 607. Record Date for Voting and Other Purposes.

        For the purposes of determining the Securityholders who are entitled to
notice of and to vote at any meeting or by written consent, or to participate in
any Distribution on the Trust Securities in respect of which a record date is
not otherwise provided for in this Trust Agreement, or for the purpose of any
other action, the Administrative Trustees or the Property Trustee may from time
to time fix a date, not more than 90 days prior to the date of any meeting of
Securityholders or the payment of Distribution or other action, as the case may
be, as a record date for the determination of the identity of the
Securityholders of record for such purposes.

        Section 608. Acts of Securityholders.

                (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided or permitted by this Trust Agreement to
be given, made or taken by Securityholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Securityholders or owners in person or by an agent duly appointed in writing;
and, except as otherwise expressly provided herein, such action shall become
effective when such instrument or instruments are delivered to an Administrative
Trustee. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Securityholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Trust Agreement and (subject to Section 801)
conclusive in favor of the Trustees, if made in the manner provided in this
Section 608.

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



                                      -30-
<PAGE>   36

                (c) The ownership of Trust Preferred Securities shall be proved
by the Securities Register.

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

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

                (f) A Securityholder may institute a legal proceeding directly
against the Depositor under the Guarantee to enforce its rights under the
Guarantee without first instituting a legal proceeding against the Guarantee
Trustee (as defined in the Guarantee), the Trust or any Person.

        Section 609. Inspection of Records.

        Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 202) by record holders of
the Trust Securities during normal business hours for any purpose reasonably
related to such record holder's interest as a record holder.

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

        Section 701. Representations and Warranties of the Bank and the Property
Trustee.

        The Bank and the Property Trustee, each severally on behalf of and as to
itself, as of the date hereof, and each Successor Property Trustee at the time
of the Successor Property Trustee's acceptance of its appointment as Property
Trustee hereunder (in the case of a Successor Property Trustee, the term "Bank"
as used herein shall be deemed to refer to such Successor Property Trustee in
its separate corporate capacity), hereby represents and warrants (as applicable)
for the benefit of the Depositor and the Securityholders that:

                (a) the Bank is a national banking association with its
principal place of business in the State of Delaware or, with respect to a
Successor Property Trustee, a state chartered bank and trust company; duly
organized, validly existing and in good standing under the laws of the State of
Delaware;



                                      -31-
<PAGE>   37

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

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

                (d) the execution, delivery and performance by the Property
Trustee of this Trust Agreement has been duly authorized by all necessary
corporate or other action on the part of the Property Trustee and does not
require any approval of stockholders of the Bank and such execution, delivery
and performance shall not (i) violate the Bank's charter or by-laws; (ii)
violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of, any Lien on
any properties included in the Trust Property pursuant to the provisions of, any
indenture, mortgage, credit agreement, license or other agreement or instrument
to which the Property Trustee or the Bank is a party or by which it is bound; or
(iii) violate any law, governmental rule or regulation of the United States or
the State of Delaware, as the case may be, governing the banking or trust powers
of the Bank or the Property Trustee (as appropriate in context) or any order,
judgment or decree applicable to the Property Trustee or the Bank;

                (e) neither the authorization, execution or delivery by the
Property Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Property Trustee contemplated herein or therein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing federal law governing the banking or trust powers of the Bank
or the Property Trustee, as the case may be, under the laws of the United States
or the State of Delaware, other than the filing of a Certificate of Trust with
the Secretary of State of the State of Delaware;

                (f) there are no proceedings pending or, to the best of the
Property Trustee's knowledge, threatened against or affecting the Bank or the
Property Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Property Trustee to enter into or perform its obligations as
one of the Trustees under this Trust Agreement; and

                (g) the Property Trustee is a Person eligible pursuant to the
Trust Indenture Act to act as such and has a combined capital and surplus of at
least $50,000,000.

        Section 702. Representations and Warranties of the Delaware Bank and the
Delaware Trustee.

        The Delaware Bank and the Delaware Trustee, each severally on behalf of
and as to itself, as of the date hereof, and each Successor Delaware Trustee at
the time of the Successor Delaware Trustee's acceptance of appointment as
Delaware Trustee hereunder (the term "Delaware Bank"



                                      -32-
<PAGE>   38

being used to refer to such Successor Delaware Trustee in its separate corporate
capacity), hereby represents and warrants (as applicable) for the benefit of the
Depositor and the Securityholders that:

                (a) the Delaware Bank is a national banking association with its
principal place of business in the State of Delaware, or, if a Successor
Delaware Trustee, is a Delaware banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware;

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

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

                (d) this Trust Agreement has been duly authorized by all
necessary corporate or other action on the part of the Delaware Trustee and does
not require any approval of stockholders of the Delaware Bank and such
execution, delivery and performance shall not (i) violate the Delaware Bank's
charter or by-laws; (ii) violate any provision of, or constitute, with or
without notice or lapse of time, a default under, or result in the creation or
imposition of, any Lien on any properties included in the Trust Property
pursuant to the provisions of, any indenture, mortgage, credit agreement,
license or other agreement or instrument to which the Delaware Bank or the
Delaware Trustee is a party or by which it is bound; or (iii) violate any law,
governmental rule or regulation of the United States or the State of Delaware,
as the case may be, governing the banking or trust powers of the Delaware Bank
or the Delaware Trustee (as appropriate in context) or any order, judgment or
decree applicable to the Delaware Bank or the Delaware Trustee;

                (e) neither the authorization, execution or delivery by the
Delaware Trustee of this Trust Agreement nor the consummation of any of the
transactions by the Delaware Trustee contemplated herein or therein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing federal law governing the banking or trust powers of the
Delaware Bank or the Delaware Trustee, as the case may be, under the laws of the
United States or the State of Delaware, other than the filing of the Certificate
of Trust with the Secretary of State of the State of Delaware; and

                (f) there are no proceedings pending or, to the best of the
Delaware Trustee's knowledge, threatened against or affecting the Delaware Bank
or the Delaware Trustee in any court or before any governmental authority,
agency or arbitration board or tribunal which, individually or in the aggregate,
would materially and adversely affect the Trust or would question the right,
power and authority of the Delaware Trustee to enter into or perform its
obligations as one of the Trustees under this Trust Agreement.



                                      -33-
<PAGE>   39

        Section 703. Representations and Warranties of Depositor.

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

                (a) the Trust Securities Certificates issued on the Closing Date
on behalf of the Trust have been duly authorized and, shall have been, duly and
validly executed, issued and delivered by the Administrative Trustees pursuant
to the terms and provisions of, and in accordance with the requirements of, this
Trust Agreement and the Securityholders shall be, as of such date, entitled to
the benefits of this Trust Agreement; and

                (b) there are no taxes, fees or other governmental charges
payable by the Trust (or the Trustees on behalf of the Trust) under the laws of
the State of Delaware or any political subdivision thereof in connection with
the execution, delivery and performance by the Bank, the Property Trustee or the
Delaware Trustee, as the case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                    TRUSTEES

        Section 801. Certain Duties and Responsibilities.

                (a) The duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and, in the case of the Property Trustee, by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Trust Agreement shall require the Trustees to expend or risk their own funds or
otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers, if they
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. No Administrative Trustee nor the Delaware Trustee shall be liable for its
act or omissions hereunder except as a result of its own gross negligence or
willful misconduct. The Property Trustee's liability shall be determined under
the Trust Indenture Act. Whether or not therein expressly so provided, every
provision of this Trust Agreement relating to the conduct or affecting the
liability of or affording protection to the Trustees shall be subject to the
provisions of this Section 801. To the extent that, at law or in equity, the
Delaware Trustee or an Administrative Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust or to the Securityholders,
the Delaware Trustee or such Administrative Trustee shall not be liable to the
Trust or to any Securityholder for such Trustee's good faith reliance on the
provisions of this Trust Agreement. The provisions of this Trust Agreement, to
the extent that they restrict the duties and liabilities of the Delaware Trustee
or the Administrative Trustees otherwise existing at law or in equity, are
agreed by the Depositor and the Securityholders to replace such other duties and
liabilities of the Delaware Trustee or the Administrative Trustees, as the case
may be.

                (b) All payments made by the Property Trustee or a Paying Agent
in respect of the Trust Securities shall be made only from the revenue and
proceeds from the Trust Property and only to the extent that there shall be
sufficient revenue or proceeds from the Trust Property to enable the Property
Trustee or a Paying Agent to make payments in accordance with the terms hereof.
Each Securityholder, by its acceptance of a Trust Security, agrees that it shall
look solely to the revenue



                                      -34-
<PAGE>   40

and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 801(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement or, in the case of the Property Trustee, in the Trust
Indenture Act.

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

                        (i) the Property Trustee shall not be liable for any
error of judgment made in good faith by an authorized officer of the Property
Trustee, unless it shall be proved that the Property Trustee was negligent in
ascertaining the pertinent facts;

                        (ii) 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 Securities relating to the time, method and
place of conducting any proceeding for any remedy available to the Property
Trustee, or exercising any trust or power conferred upon the Property Trustee
under this Trust Agreement;

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

                        (iv) the Property Trustee shall not be liable for any
interest on any money received by it except as it may otherwise agree with the
Depositor and money held by the Property Trustee need not be segregated from
other funds held by it except in relation to the Payment Account maintained by
the Property Trustee pursuant to Section 301 and except to the extent otherwise
required by law; and

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

        Section 802. Certain Notices.

                (a) Within five Business Days after the occurrence of any Event
of Default actually known to the Property Trustee, the Property Trustee shall
transmit, in the manner and to the extent provided in Section 1008, notice of
such Event of Default to the Securityholders, the Administrative Trustees and
the Depositor, unless such Event of Default shall have been cured or waived. For
purposes of this Section 802 the term "Event of Default" means any event that
is, or after notice or lapse of time or both would become, an Event of Default.



                                      -35-
<PAGE>   41

                (b) The Administrative Trustees shall transmit, to the
Securityholders in the manner and to the extent provided in Section 1008, notice
of the Depositor's election to begin or further extend an Extended Interest
Payment Period on the Debentures (unless such election shall have been revoked)
within the time specified for transmitting such notice to the holders of the
Debentures pursuant to the Indenture as originally executed.

        Section 803. Certain Rights of Property Trustee.

        Subject to the provisions of Section 801:

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

                (b) if (i) in performing its duties under this Trust Agreement
the Property Trustee is required to decide between alternative courses of
action; or (ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds the same ambiguous or inconsistent with other provisions
contained herein; or (iii) the Property Trustee is unsure of the application of
any provision of this Trust Agreement, then, except as to any matter as to which
the Trust Preferred Securityholders are entitled to vote under the terms of this
Trust Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting written instructions of the Depositor as to the course of action to
be taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, however, that if the
Property Trustee does not receive such instructions of the Depositor within 10
Business Days after it has delivered such notice, or such reasonably shorter
period of time set forth in such notice (which to the extent practicable shall
not be less than 2 Business Days), it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Trust Agreement as
it shall deem advisable and in the best interests of the Securityholders, in
which event the Property Trustee shall have no liability except for its own bad
faith, negligence or willful misconduct;

                (c) any direction or act of the Depositor or the Administrative
Trustees contemplated by this Trust Agreement shall be sufficiently evidenced by
an Officers' Certificate;

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

                (e) the Property Trustee shall have no duty to see to any
recording, filing or registration of any instrument (including any financing or
continuation statement, any filing under



                                      -36-
<PAGE>   42

tax or securities laws or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;

                (f) the Property Trustee may consult with counsel of its choice
(which counsel may be counsel to the Depositor or any of its Affiliates) and the
advice of such counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon and, in accordance with such advice, such counsel
may be counsel to the Depositor 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 Trust Agreement from any
court of competent jurisdiction;

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

                (h) the Property Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, note or other evidence of indebtedness or other paper
or document, unless requested in writing to do so by one or more
Securityholders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit;

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

                (j) whenever in the administration of this Trust Agreement the
Property Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the Property
Trustee (i) may request instructions from the Holders of the Trust Securities
which instructions may only be given by the Holders of the same proportion in
Liquidation Amount of the Trust Securities as would be entitled to direct the
Property Trustee under the terms of the Trust 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 acting in accordance with such instructions; and

                (k) except as otherwise expressly provided by this Trust
Agreement, the Property Trustee shall not be under any obligation to take any
action that is discretionary under the provisions of this Trust Agreement. No
provision of this Trust Agreement shall be deemed to impose any duty or
obligation on the Property Trustee to perform any act or acts or exercise any
right, power, duty or obligation conferred or imposed on it, in any jurisdiction
in which it shall be illegal, or in which the Property Trustee shall be
unqualified or incompetent in accordance with applicable law, to perform any
such act or acts, or to exercise any such right, power, duty or obligation. No
permissive power or authority available to the Property Trustee shall be
construed to be a duty.



                                      -37-
<PAGE>   43

        Section 804. Not Responsible for Recitals or Issuance of Securities.

        The Recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

        Section 805. May Hold Securities.

        Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 808 and 813 and except as provided in the
definition of the term "Outstanding" in Article I, may otherwise deal with the
Trust with the same rights it would have if it were not a Trustee or such other
agent.

        Section 806. Compensation; Indemnity; Fees.

        The Depositor agrees:

                (a) to pay to the Trustees from time to time compensation for
all services rendered by them hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust), in the case of the Property Trustee, as set forth in a written agreement
between the Depositor and the Property Trustee;

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

                (c) to indemnify each of the Trustees or any predecessor Trustee
for, and to hold the Trustees harmless against, any loss, damage, claims,
liability, penalty or expense of any kind or nature whatsoever, arising out of
or in connection with the acceptance or administration of this Trust Agreement,
including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder, except any such expense, disbursement or advance as may be
attributable to such Trustee's negligence, bad faith or willful misconduct for
(or, in the case of the Administrative Trustees or the Delaware Trustee, any
such expense, disbursement or advance as may be attributable to its, his or her
gross negligence, bad faith or willful misconduct).

        Each Trustee may claim a Lien or charge on Trust Property as a result of
any amount due and unpaid pursuant to this Section 806. The Property Trustee and
the Delaware Trustee may be the same Person.



                                      -38-
<PAGE>   44

        Section 807. Corporate Property Trustee Required; Eligibility of
Trustees.

                (a) There shall at all times be a Property Trustee hereunder
with respect to the Trust Securities. The Property Trustee shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the
requirements of its supervising or examining authority, then for the purposes of
this Section 807, the combined capital and surplus of such Person shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Property Trustee with
respect to the Trust Securities shall cease to be eligible in accordance with
the provisions of this Section 807, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article VIII.

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

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

        Section 808. Conflicting Interests.

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

        Section 809. Co-Trustees and Separate Trustee.

                (a) 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 Property may at the time be located, the Depositor shall have power
to appoint, and upon the written request of the Property Trustee, the Depositor
shall for such purpose join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
appoint, one or more Persons approved by the Property Trustee either to act as
co-trustee, jointly with the Property Trustee, of all or any part of such Trust
Property, or to the extent required by law 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 the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section 809. If the Depositor does not
join in such appointment within 15 days after the receipt by it of a request so
to do, or in case a Debenture Event of Default has occurred and is continuing,
the Property Trustee alone shall have



                                      -39-
<PAGE>   45

power to make such appointment. Any co-trustee or separate trustee appointed
pursuant to this Section 809 shall either be (i) a natural person who is at
least 21 years of age and a resident of the United States; or (ii) a legal
entity with its principal place of business in the United States that shall act
through one or more persons authorized to bind such entity.

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

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

                        (i) The Trust Securities shall be executed and delivered
and all rights, powers, duties and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or required to
be deposited or pledged with, the Trustees specified hereunder, shall be
exercised, solely by such Trustees and not by such co-trustee or separate
trustee.

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

                        (iii) The Property Trustee at any time, by an instrument
in writing executed by it, with the written concurrence of the Depositor, may
accept the resignation of or remove any co-trustee or separate trustee appointed
under this Section 809, and, in case a Debenture Event of Default has occurred
and is continuing, the Property Trustee shall have the power to accept the
resignation of, or remove, any such co-trustee or separate trustee without the
concurrence of the Depositor. Upon the written request of the Property Trustee,
the Depositor shall join with the Property Trustee in the execution, delivery
and performance of all instruments and agreements necessary or proper to
effectuate such resignation or removal. A successor to any co-trustee or
separate trustee so resigned or removed may be appointed in the manner provided
in this Section 809.

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

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

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



                                      -40-
<PAGE>   46

        Section 810. Resignation and Removal; Appointment of Successor.

                (a) No resignation or removal of any Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
VIII shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 811.

                (b) Subject to the immediately preceding paragraph, the Relevant
Trustee may resign at any time with respect to the Trust Securities by giving
written notice thereof to the Securityholders. If the instrument of acceptance
by the successor Trustee required by Section 811 shall not have been delivered
to the Relevant Trustee within 30 days after the giving of such notice of
resignation, the Relevant Trustee may petition, at the expense of the Depositor,
any court of competent jurisdiction or the appointment of a successor Relevant
Trustee with respect to the Trust Securities.

                (c) Unless a Debenture Event of Default shall have occurred and
be continuing, any Trustee may be removed at any time by Act of the Common
Securityholder. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Trust Preferred Securities, delivered to the Relevant Trustee (in
its individual capacity and on behalf of the Trust). An Administrative Trustee
may be removed by the Common Securityholder at any time.

                (d) If any Trustee shall resign, be removed or become incapable
of acting as Trustee, or if a vacancy shall occur in the office of any Trustee
for any cause, at a time when no Debenture Event of Default shall have occurred
and be continuing, the Common Securityholder, by Act of the Common
Securityholder delivered to the retiring Trustee, shall promptly appoint a
successor Trustee or Trustees with respect to the Trust Securities and the
Trust, and the successor Trustee shall comply with the applicable requirements
of Section 811. If the Property Trustee or the Delaware Trustee shall resign, be
removed or become incapable of continuing to act as the Property Trustee or the
Delaware Trustee, as the case may be, at a time when a Debenture Event of
Default shall have occurred and is continuing, the Trust Preferred
Securityholders, by Act of the Securityholders of a majority in Liquidation
Amount of the Trust Preferred Securities then Outstanding delivered to the
retiring Relevant Trustee, shall promptly appoint a successor Relevant Trustee
or Trustees with respect to the Trust Securities and the Trust, and such
successor Trustee shall comply with the applicable requirements of Section 811.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when a Debenture Event of Default
shall have occurred and be continuing, the Common Securityholder, by Act of the
Common Securityholder delivered to an Administrative Trustee, shall promptly
appoint a successor Administrative Trustee or Administrative Trustees with
respect to the Trust Securities and the Trust, and such successor Administrative
Trustee or Administrative Trustees shall comply with the applicable requirements
of Section 811. If no successor Relevant Trustee with respect to the Trust
Securities shall have been so appointed by the Common Securityholder or the
Trust Preferred Securityholders and accepted appointment in the manner required
by Section 811, any Securityholder who has been a Securityholder of Trust
Securities on behalf of himself and all others



                                      -41-
<PAGE>   47

similarly situated may petition a court of competent jurisdiction for the
appointment Trustee with respect to the Trust Securities.

                (e) The Property Trustee shall give notice of each resignation
and each removal of a Trustee and each appointment of a successor Trustee to all
Securityholders in the manner provided in Section 1008 and shall give notice to
the Depositor. Each notice shall include the name of the successor Relevant
Trustee and the address of its Corporate Trust office if it is the Property
Trustee.

                (f) Notwithstanding the foregoing or any other provision of this
Trust Agreement, in the event any Administrative Trustee or a Delaware Trustee
who is a natural person dies or becomes, in the opinion of the Depositor,
incompetent or incapacitated, the vacancy created by such death, incompetence or
incapacity may be filled by (a) the unanimous act of remaining Administrative
Trustees if there are at least two of them; or (b) otherwise by the Depositor
(with the successor in each case being a Person who satisfies the eligibility
requirement for Administrative Trustees set forth in Section 807).

        Section 811. Acceptance of Appointment by Successor.

                (a) In case of the appointment hereunder of a successor Relevant
Trustee with respect to the Trust Securities and the Trust, the retiring
Relevant Trustee and each successor Relevant Trustee with respect to the Trust
Securities shall execute and deliver an instrument hereto wherein each successor
Relevant Trustee shall accept such appointment and which shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities and
the Trust and upon the execution and delivery of such instrument the resignation
or removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust; but, on request of the Trust or any successor Relevant Trustee
such retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Relevant Trustee all Trust Property, all proceeds thereof and money
held by such retiring Relevant Trustee hereunder with respect to the Trust
Securities and the Trust.

                (b) Upon request of any such successor Relevant Trustee, the
Trust shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Relevant Trustee all such rights, powers and
trusts referred to in the immediately preceding paragraph, as the case may be.

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



                                      -42-
<PAGE>   48

        Section 812. Merger, Conversion, Consolidation or Succession to
Business.

        Any Person into which the Property Trustee, the Delaware Trustee or any
Administrative Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Relevant Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Relevant Trustee, shall be the successor of such Relevant Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under
this Article VIII, without the execution or filing of any paper or any further
act on the part of any of the parties hereto.

        Section 813. Preferential Collection of Claims Against Depositor or
Trust.

        If and when the Property Trustee or the Delaware Trustee shall be or
become a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Delaware
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act
regarding the collection of claims against the Depositor or Trust (or any such
other obligor).

        Section 814. Reports by Property Trustee.

                (a) Not later than July 15 of each year commencing with July 15,
2002, the Property Trustee shall transmit to all Securityholders in accordance
with Section 1008, and to the Depositor, a brief report dated as of May 15 with
respect to:

                        (i) its eligibility under Section 807 or, in lieu
thereof, if to the best of its knowledge it has continued to be eligible under
said Section, a written statement to such effect; and

                        (ii) any change in the property and funds in its
possession as Property Trustee since the date of its last report and any action
taken by the Property Trustee in the performance of its duties hereunder which
it has not previously reported and which in its opinion materially affects the
Trust Securities.

                (b) In addition the Property Trustee shall transmit to
Securityholders such reports concerning the Property Trustee and its actions
under this Trust Agreement as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant thereto.

                (c) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Property Trustee with the OTC Bulletin
Board, and each national securities exchange or other organization upon which
the Trust Securities are listed, and also with the Commission and the Depositor.

        Section 815. Reports to the Property Trustee.

        The Depositor and the Administrative Trustees on behalf of the Trust
shall provide to the Property Trustee such documents, reports and information as
required by Section 314 of the Trust Indenture Act (if any) and the compliance
certificate required by Section 314(a) of the Trust



                                      -43-
<PAGE>   49

Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.

        Section 816. Evidence of Compliance with Conditions Precedent.

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

        Section 817. Number of Trustees.

                (a) The number of Trustees shall be five, provided that the
Holder of all of the Common Securities by written instrument may increase or
decrease the number of Administrative Trustees. The Property Trustee and the
Delaware Trustee may be the same Person.

                (b) If a Trustee ceases to hold office for any reason and the
number of Administrative Trustees is not reduced pursuant to Section 817(a), or
if the number of Trustees is increased pursuant to Section 817(a), a vacancy
shall occur. The vacancy shall be filled with a Trustee appointed in accordance
with Section 810.

                (c) The death, resignation, retirement, removal, bankruptcy,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Administrative Trustees
shall occur, until such vacancy is filled by the appointment of an
Administrative Trustee in accordance with Section 810, the Administrative
Trustees in office, regardless of their number (and notwithstanding any other
provision of this Agreement), shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Trust Agreement.

        Section 818. 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 207(a); and

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

        Section 819. Voting.

        Except as otherwise provided in this Trust Agreement, the consent or
approval of the Administrative Trustees shall require consent or approval by not
less than a majority of the Administrative Trustees, unless there are only two,
in which case both must consent.



                                      -44-
<PAGE>   50

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

        Section 901. Termination Upon Expiration Date.

        Unless earlier dissolved, the Trust shall automatically dissolve on,
______________, 2031 (the "Expiration Date") subject to distribution of the
Trust Property in accordance with Section 904.

        Section 902. Early Termination.

        The first to occur of any of the following events is an "Early
Termination Event:"

                (a) the occurrence of a Bankruptcy Event in respect of, or the
dissolution or liquidation of, the Depositor;

                (b) delivery of written direction to the Property Trustee by the
Depositor at any time (which direction is wholly optional and within the
discretion of the Depositor, subject to Depositor having received prior approval
of the Board of Governors of the Federal Reserve System if so required under
applicable guidelines, policies or regulations thereof) to dissolve the Trust
and distribute the Debentures to Securityholders in exchange for the Trust
Preferred Securities in accordance with Section 904;

                (c) the redemption of all of the Trust Preferred Securities in
connection with the redemption of all of the Debentures (whether upon a
Debenture Redemption Date or the maturity of the Debenture); or

                (d) an order for dissolution of the Trust shall have been
entered by a court of competent jurisdiction.

        Section 903. Termination.

        The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 904, or upon the
redemption of all of the Trust Securities pursuant to Section 402, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by the
Administrative Trustee under the Business Trust Act.

        Section 904. Liquidation.

                (a) If an Early Termination Event specified in clause (a), (b),
o (d) of Section 902 occurs or upon the Expiration Date, 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



                                      -45-
<PAGE>   51

Trust as provided by applicable law, to each Securityholder a Like Amount of
Debentures, subject to Section 904(d). Notice of liquidation shall be given by
the Property Trustee by first-class mail, postage prepaid, mailed not later than
30 nor more than 60 days prior to the Liquidation Date to each Holder of Trust
Securities at such Holder's address appearing in the Securities Register. All
notices of liquidation shall:

                        (i) state the Liquidation Date;

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

                        (iii) provide such information with respect to the
mechanics by which Holders may exchange Trust Securities Certificates for
Debentures, or, if Section 904(d) applies, receive a Liquidation Distribution,
as the Administrative Trustees or the Property Trustee shall deem appropriate.

                (b) Except where Section 902(c) or 904(d) applies, in order to
effect the liquidation of the Trust and distribution of the Debentures to
Securityholders, the Property Trustee shall establish a record date for such
distribution (which shall be not more than 45 days prior to the Liquidation
Date) and, either itself acting as exchange agent or through the appointment of
a separate exchange agent, shall establish such procedures as it shall deem
appropriate to effect the distribution of Debentures in exchange for the
Outstanding Trust Securities Certificates.

                (c) Except where Section 902(c) or 904(d) applies, after the
Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
outstanding; (ii) certificates representing a Like Amount of Debentures shall be
issued to holders of Trust Securities Certificates upon surrender of such
certificates to the Administrative Trustees or their agent for exchange; (iii)
the Depositor shall use its reasonable efforts to have the Debentures quoted on
the OTC Bulletin Board or on such other securities exchange or other
organization as the Trust Preferred Securities are then listed or traded; (iv)
any Trust Securities Certificates not so surrendered for exchange shall be
deemed to represent a Like Amount of Debentures, accruing interest at the rate
provided for in the Debentures from the last Distribution Date on which a
Distribution was made on such Trust Securities Certificates until such
certificates are so surrendered (and until such certificates are so surrendered,
no payments of interest or principal shall be made to holders of Trust
Securities Certificates with respect to such Debentures); and (v) all rights of
Securityholders holding Trust Securities shall cease, except the right of such
Securityholders to receive Debentures upon surrender of Trust Securities
Certificates.

                (d) In the event that, notwithstanding the other provisions of
this Section 904, whether because of an order for dissolution entered by a court
of competent jurisdiction or otherwise, distribution of the Debentures in the
manner provided herein is determined by the Property Trustee not to be
practical, the Trust Property shall be liquidated, and the Trust shall be
dissolved, wound-up or terminated, by the Property Trustee in such manner as the
Property Trustee determines. In such event, on the date of the dissolution,
winding-up or other termination of the Trust, Securityholders shall be entitled
to receive out of the assets of the Trust available for



                                      -46-
<PAGE>   52

distribution to Securityholders, after satisfaction of liabilities to creditors
of the Trust as provided by applicable law, an amount equal to the Liquidation
Amount per Trust Security plus accumulated and unpaid Distributions thereon to
the date of payment (such amount being the "Liquidation Distribution"). If, upon
any such dissolution, winding-up or termination, the Liquidation Distribution
can be paid only in part because the Trust has insufficient assets available to
pay in full the aggregate Liquidation Distribution, then, subject to the next
succeeding sentence, the amounts payable by the Trust on the Trust Securities
shall be paid on a pro rata basis (based upon Liquidation Amounts). The holder
of the Common Securities shall be entitled to receive Liquidation Distributions
upon any such dissolution, winding-up or termination pro rata (determined as
aforesaid) with Holders of Trust Preferred Securities, except that, if a
Debenture Event of Default has occurred and is continuing, the Trust Preferred
Securities shall have a priority over the Common Securities.

        Section 905. Mergers, Consolidations, Amalgamations or Replacements of
the Trust.

        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 corporation or other Person, except pursuant
to this Section 905. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the holders of the Trust
Preferred Securities, the Property Trustee or the Delaware Trustee, the Trust
may merge with or into, consolidate, amalgamate, be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any state; provided, that (i) such
successor entity either (a) expressly assumes all of the obligations of the
Trust with respect to the Trust Preferred Securities; or (b) substitutes for the
Trust Preferred Securities other securities having substantially the same terms
as the Trust Preferred Securities (the "Successor Securities) so long as the
Successor Securities rank the same as the Trust Preferred Securities rank in
priority with respect to distributions and payments upon liquidation, redemption
and otherwise; (ii) the Depositor expressly appoints a trustee of such successor
entity possessing substantially the same powers and duties as the Property
Trustee as the holder of the Debentures; (iii) the Successor Securities are
listed or traded, or any Successor Securities shall be listed or traded upon
notification of issuance, on any national securities exchange or other
organization on which the Trust Preferred Securities are then listed, if any;
(iv) such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease does not adversely affect the rights, preferences and privileges of the
holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect; (v) such successor entity has a purpose substantially
identical to that of the Trust; (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Depositor has
received an Opinion of Counsel 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 of the
Trust Preferred Securities (including any Successor Securities) in any material
respect; and (b) following such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Trust nor such successor
entity shall be required to register as an "investment company" under the
Investment Company Act; and (vii) the Depositor owns all of the Common
Securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee. Notwithstanding the foregoing, the Trust shall not, except
with the consent of holders of 100% in Liquidation Amount of the Trust Preferred
Securities, consolidate, amalgamate, merge with or into, or be replaced by or



                                      -47-
<PAGE>   53

convey, transfer or lease its properties and assets substantially as an entirety
to any other Person or permit any other Person to consolidate, amalgamate, merge
with or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

        Section 1001. Limitation of Rights of Securityholders.

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

        Section 1002. Amendment.

                (a) This Trust Agreement may be amended from time to time by the
Trustees and the Depositor, without the consent of any Securityholders, (i) as
provided in Section 811 with respect to acceptance of appointment by a successor
Trustee; (ii) to cure any ambiguity, correct or supplement any provision herein
or therein which may be inconsistent with any other provision herein or therein,
or to make any other provisions with respect to matters or questions arising
under this Trust Agreement, that shall not be inconsistent with the other
provisions of this Trust Agreement; or (iii) to modify, eliminate or add to any
provisions of this Trust Agreement to such extent as shall be necessary to
ensure that the Trust shall be classified for United States federal income tax
purposes as a grantor trust at all times that any Trust Securities are
outstanding or to ensure that the Trust shall not be required to register as an
"investment company" under the Investment Company Act; provided, however, that
in the case of clause (ii), such action shall not adversely affect in any
material respect the interests of any Securityholder, and any amendments of this
Trust Agreement shall become effective when notice thereof is given to the
Securityholders.

                (b) Except as provided in Section 601(c) or Section 1002(c)
hereof, any provision of this Trust Agreement may be amended by the Trustees and
the Depositor (i) with the consent of Trust Securityholders representing not
less than a majority (based upon Liquidation Amounts) of the Trust Securities
then Outstanding; and (ii) upon 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 shall not affect the Trust's status
as a grantor trust for United States federal income tax purposes or the Trust's
exemption from status of an "investment company" under the Investment Company
Act.

                (c) In addition to and notwithstanding any other provision in
this Trust Agreement, without the consent of each affected Securityholder (such
consent being obtained in accordance with Section 603 or 606 hereof), this 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



                                      -48-
<PAGE>   54

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
Securityholder to institute suit for the enforcement of any such payment on or
after such date; notwithstanding any other provision herein, without the
unanimous consent of the Securityholders (such consent being obtained in
accordance with Section 603 or 606 hereof), this paragraph (c) of this Section
1002 may not be amended.

                (d) Notwithstanding any other provisions of this Trust
Agreement, no Trustee shall enter into or consent to any amendment to this Trust
Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an "investment company" under the Investment Company
Act or to fail or cease to be classified as a grantor trust for United States
federal income tax purposes.

                (e) Notwithstanding anything in this Trust Agreement to the
contrary, without the consent of the Depositor, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor.

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

                (g) Neither the Property Trustee nor the Delaware Trustee shall
be required to enter into any amendment to this Trust Agreement which affects
its own rights, duties or immunities under this Trust Agreement. The Property
Trustee shall be entitled to receive an Opinion of Counsel and an Officers'
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement.

        Section 1003. Separability.

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

        Section 1004. Governing Law.

        THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF).

        Section 1005. Payments Due on Non-Business Day.

        If the date fixed for any payment on any Trust Security shall be a day
that is not a Business Day, then such payment need not be made on such date but
may be made on the next succeeding day which is a Business Day, except that, if
such Business Day is in the next succeeding calendar year, such payment shall be
made on the immediately preceding Business Day (and without any reduction of
interest or any other payment in respect of any such acceleration), in each case
with the same



                                      -49-
<PAGE>   55

force and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

        Section 1006. Successors.

        This Trust Agreement shall be binding upon and shall inure to the
benefit of any successor to the Depositor, the Trust or the Relevant Trustee(s),
including any successor by operation of law. Except in connection with a
consolidation, merger or sale involving the Depositor that is permitted under
Article XII of the Indenture and pursuant to which the assignee agrees in
writing to perform the Depositor's obligations hereunder, the Depositor shall
not assign its obligations hereunder.

        Section 1007. Headings.

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

        Section 1008. Reports, Notices and Demands.

        Any report, notice, demand or other communication which by any provision
of this Trust Agreement is required or permitted to be given or served to or
upon any Securityholder or the Depositor may be given or served in writing by
deposit thereof, first-class postage prepaid, in the United States mail, hand
delivery or facsimile transmission, in each case, addressed, (a) in the case of
a Trust Preferred Securityholder, to such Trust Preferred Securityholder as such
Securityholder's name and address may appear on the Securities Register; and (b)
in the case of the Common Securityholder or the Depositor, to Solectron
Corporation, 777 Gibraltar Dr., Milpitas, CA, 95035, Attn: Susan Wang, facsimile
no.: __________. Any notice to Trust Preferred Securityholders shall also be
given to such owners as have, within two years preceding the giving of such
notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

        Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Property Trustee or the Administrative Trustees shall be given in
writing addressed (until another address is published by the Trust) as follows:
(a) with respect to the Property Trustee to First Union Trust Company, National
Association, One Rodney Square, 920 King Street, 1st Floor, Wilmington, Delaware
19801, Attention: Corporate Trust Administration; (b) with respect to the
Delaware Trustee, to First Union Trust Company, National Association at the
above address; and (c) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked "Attention:
Administrative Trustees of Capital Trust." Such notice, demand or other
communication to or upon the Trust or the Property Trustee shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust or the Property Trustee.

        Section 1009. Agreement not to Petition.

        Each of the Trustees and the Depositor agree for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they



                                      -50-
<PAGE>   56

shall not file, or join in the filing of, a petition against the Trust under any
bankruptcy, insolvency, reorganization or other similar law (including, without
limitation, the United States Bankruptcy Code of 1978, as amended)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor or any of the Trustees takes action in violation of this Section 1009,
the Property Trustee agrees, for the benefit of Securityholders, that at the
expense of the Depositor (which expense shall be paid prior to the filing), it
shall file an answer with the bankruptcy court or otherwise properly contest the
filing of such petition by the Depositor or such Trustee against the Trust or
the commencement of such action and raise the defense that the Depositor or such
Trustee has agreed in writing not to take such action and should be stopped and
precluded therefrom. The provisions of this Section 1009 shall survive the
termination of this Trust Agreement.

        Section 1010. Trust Indenture Act; Conflict with Trust Indenture Act.

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

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

                (c) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required to be included in this Trust
Agreement by any of the provisions of the Trust Indenture Act, such required
provision shall control. If any provision of this Trust Agreement modifies or
excludes any provision of the Trust Indenture Act which may be so modified or
excluded, the latter provision shall be deemed to apply to this Trust Agreement
as so modified or to be excluded, as the case may be. The application of the
Trust Indenture Act to this Trust Agreement shall not affect the nature of the
Securities as equity securities representing undivided beneficial interests in
the assets of the Trust.

        Section 1011. Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

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

                            [SIGNATURE PAGE FOLLOWS]



                                      -51-
<PAGE>   57

                                       SOLECTRON CORPORATION

                                       By:
                                          --------------------------------------
                                          Susan Wang
                                          Chief Financial Officer



                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Property Trustee

                                       By:
                                          --------------------------------------
                                          Sterling Correia
                                          Vice President



                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Delaware Trustee

                                       By:
                                          --------------------------------------
                                          Sterling Correia
                                          Vice President

                                       -----------------------------------------
                                          Susan Wang, As Administrative Trustee

                                       -----------------------------------------
                                          Robert Hirt, As Administrative Trustee



<PAGE>   58

                                    EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                            SOLECTRON CAPITAL TRUST I


                            CERTIFICATE OF TRUST OF
                            SOLECTRON CAPITAL TRUST I

        THIS Certificate of Trust of Solectron Capital Trust I (the "Trust"),
dated December 21, 1998, is being duly executed and filed by First Union Trust
Company, National Association, as trustee, to form a business trust under the
Delaware Business Trust Act (12 Del. C. Section 3801 et seq.).

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

        2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is First Union Trust Company, National
Association located at 920 King Street, Wilmington, Delaware 19801 (Attention:
Corporate Trust Group).

        3. Effective Date. This Certificate of Trust shall be effective as of
the date filed.

        IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust as of the date first-above written in accordance with Section 3811(a)(i)
of the Delaware Business Trust Act.

                                       FIRST UNION TRUST COMPANY,
                                       NATIONAL ASSOCIATION,
                                       as trustee


                                       By:  /s/ Sterling C. Correia
                                          --------------------------------------
                                            Name:  Sterling C. Correia
                                            Title: Vice President

                                           /s/ Susan S. Wang
                                          --------------------------------------
                                            as Regular Trustee
                                            Name: Susan S. Wang

                                           /s/ Robert W. Hirt
                                          --------------------------------------
                                            as Regular Trustee
                                            Name: Robert W. Hirt



                                      A-1
<PAGE>   59

                                    EXHIBIT B


                      THIS CERTIFICATE IS NOT TRANSFERABLE

Certificate Number 1                     Number of Common Securities ___________

                    Certificate Evidencing Common Securities

                                       of

                            Solectron Capital Trust I

                                Common Securities

                  (liquidation amount ____ per Common Security)

        SOLECTRON CAPITAL TRUST I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that SOLECTRON
CORPORATION (the "Holder") is the registered owner of ______________________
(___________) common securities of the Trust representing undivided beneficial
interests in the assets of the Trust and designated the Common Securities
(liquidation amount ____ per Common Security) (the "Common Securities"). In
accordance with Section 510 of the Trust Agreement (as defined below), the
Common Securities are not transferable and any attempted transfer hereof shall
be void. The designations, rights, privileges, restrictions, preferences, and
other terms and provisions of the Common Securities are set forth in, and this
certificate and the Common Securities represented hereby are issued and shall in
all respects be subject to the terms and provisions of, the Amended and Restated
Trust Agreement of the Trust dated as of, ______________, 2001, as the same may
be amended from time to time (the "Trust Agreement"), including the designation
of the terms of the Common Securities as set forth therein. The Trust shall
furnish a copy of the Trust Agreement to the Holder without charge upon written
request to the Trust at its principal place of business or registered office.

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

        IN WITNESS WHEREOF, one of the Administrative Trustees of the Trust has
executed this certificate this _______ day of ______________, 2001.

                                       Solectron Capital Trust I

                                       By:
                                           -------------------------------------
                                           Name: Susan Wang
                                           Title: Administrative Trustee



                                      B-1
<PAGE>   60

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

        AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") dated as of
____________, 2001, between SOLECTRON CORPORATION, a Delaware corporation (the
"Company"), and SOLECTRON CAPITAL TRUST I, a Delaware business trust (the
"Trust").

                                    RECITALS

        WHEREAS, the Trust intends to issue its common securities (the "Common
Securities") to, and receive Subordinated Debentures (the "Debentures") from,
the Company and to issue and sell Solectron Capital Trust I Trust Preferred
Securities (the "Trust Preferred Securities") with such powers, preferences and
special rights and restrictions as are set forth in the Amended and Restated
Trust Agreement of the Trust dated as of __________, 2001, as the same may be
amended from time to time (the "Trust Agreement");

        WHEREAS, the Company shall directly or indirectly own all of the Common
Securities of the Trust and shall issue the Debentures;

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

                                    ARTICLE I

        Section 1.1 Guarantee by the Company.

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

        Section 1.2 Term of Agreement.

        This Agreement shall terminate and be of no further force and effect
upon the later of (a) the date on which full payment has been made of all
amounts payable to all holders of all the Trust Preferred Securities (whether
upon redemption, liquidation, exchange or otherwise); and (b) the date



                                      C-1
<PAGE>   61

on which there are no Beneficiaries remaining; provided, however, that this
Agreement shall continue to be effective or shall be reinstated, as the case may
be, if at any time any holder of Trust Preferred Securities or any Beneficiary
must restore payment of any sums paid under the Trust Preferred Securities,
under any obligation, under the Trust Preferred Securities Guarantee Agreement
dated the date hereof by the Company and First Union Trust Company, National
Association, as guarantee trustee or under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.

        Section 1.3 Waiver of Notice.

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

        Section 1.4 No Impairment.

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

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

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

                (c) the voluntary or involuntary liquidation, dissolution, sale
of any collateral, receivership, insolvency, bankruptcy, assignment for the
benefit of creditors, reorganization, arrangement composition or readjustment of
debt of, or other similar proceedings affecting, the Trust or any of the assets
of the Trust. There shall be no obligation of the Beneficiaries to give notice
to, or obtain the consent of, the Company with respect to the happening of any
of the foregoing.

        Section 1.5 Enforcement.

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



                                      C-2
<PAGE>   62

                                   ARTICLE II

        Section 2.1 Binding Effect.

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

        Section 2.2 Amendment.

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

        Section 2.3 Notices.

        Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same by facsimile
transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or upon
receipt of an answer back, if sent by telex):

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

        Section 2.4 This agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of Delaware (without regard
to conflict of laws principles).

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


                                       SOLECTRON CORPORATION

                                       By:
                                          --------------------------------------
                                          Susan Wang
                                          President


                                       SOLECTRON CAPITAL TRUST I

                                       By:
                                          --------------------------------------
                                          Robert Hirt
                                          Administrative Trustee



                                      C-3
<PAGE>   63

                                    EXHIBIT D


Certificate Number __________   Number of Trust Preferred Securities ___________

                Certificate Evidencing Trust Preferred Securities

                                       of

                            Solectron Capital Trust I

                           Trust Preferred Securities

             (liquidation amount ____ per Trust Preferred Security)

                               CUSIP _____________

        Solectron Capital Trust I, a statutory business trust created under the
laws of the State of Delaware (the "Trust"), hereby certifies that
_________________ (the "Holder") is the registered owner of _________ preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and 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 as provided in Section
504 of the Trust Agreement (as defined herein). The designations, rights,
privileges, restrictions, preferences, and other terms and provisions of the
Trust Preferred Securities are set forth in, and this certificate and the Trust
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust dated as of ____________, 2001, as the same may be amended from
time to time (the "Trust Agreement"), including the designation of the terms of
Trust Preferred Securities as set forth therein. The Holder is entitled to the
benefits of the Trust Preferred Securities Guarantee Agreement entered into by
Solectron Corporation, a Delaware corporation, and First Union Trust Company,
National Association, as guarantee trustee, dated as of ____________, 2001, as
the same may be amended from time to time (the "Guarantee"), to the extent
provided therein. The Trust shall furnish a copy of the Trust Agreement and the
Guarantee to the Holder without charge upon written request to the Trust at its
principal place of business or registered office.

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

        Unless the Certificate of Authentication has been manually executed by
the Authentication Agent, this certificate is not valid or effective.

        IN WITNESS WHEREOF, the Administrative Trustees of the Trust have
executed this Certificate this ______ day of _____________, 2001.



                                       D-1
<PAGE>   64

CERTIFICATE OF AUTHENTICATION:              SOLECTRON CAPITAL TRUST I

This is one of the Trust Preferred
Securities Referred to in the within        By:
mentioned Amended and Restated Trust            --------------------------------
Agreement.                                      Susan Wang, as Administrative
                                                Trustee

                                            By:
                                                --------------------------------
                                                Robert Hirt, as Administrative
                                                Trustee


                                            FIRST UNION TRUST COMPANY, NATIONAL
                                            ASSOCIATION, as Authentication Agent
                                            and Registrar

                                            By:
                                                --------------------------------
                                                AUTHORIZED SIGNATURE



<PAGE>   65

                         FORM OF REVERSE OF CERTIFICATE

        The Trust will furnish without charge to any registered owner of Trust
Preferred Securities who so requests, a copy of the Trust Agreement and the
Guarantee. Any such request should be in writing and addressed to Solectron
Capital Trust I, c/o Solectron Corporation, 777 Gibraltar Dr., Milpitas, CA
95035, or to the Registrar named on the face of this Certificate.

        The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

        TEN CON           - as tenants in common
        TEN ENT           - as tenants in the entireties
        JT TEN            - as joint tenants with right of survival
        UNIF GIFT MIN ACT - under Uniform Gift to Minors Act and not as tenants

        Additional abbreviations may also be used though not in the above list.

                                   ASSIGNMENT

        FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:

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

--------------------------------------------------------------------------------
     (Please insert social security or other identifying number of assignee)


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

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

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

the within Certificate and all rights and interests represented by the Trust
Preferred Securities evidenced thereby, and hereby irrevocably constitutes and
appoints attorney to transfer the said Trust Preferred Securities on the books
of the within-named Trust with full power of substitution in the premises.

Dated:                          Signature:
      -------------------                 --------------------------------------

                                Note: The signature(s) to this assignment must
                                correspond with the name(s) as written upon the
                                face of this Certificate in every particular,
                                without alteration or enlargement, or any change
                                whatever.

Signature(s) Guaranteed:

NOTICE: Signature(s) must be guaranteed by an "eligible guarantor institution"
that is a member or participant in a "signature guarantee program" (i.e., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).



<PAGE>   66

                                    EXHIBIT E


                      FORM OF CERTIFICATE OF AUTHENTICATION

        This is one of the Floating Rate Cumulative Trust Preferred Securities
referred to in the within-mentioned Amended and Restated Trust Agreement.


                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Authentication Agent and
                                       Registrar

                                       By:
                                          --------------------------------------
                                          AUTHORIZED SIGNATURE



                                      E-1