<PAGE>

                                                                     EXHIBIT 4.7

                      AMENDED AND RESTATED TRUST AGREEMENT

                     Citizens Communications Capital Trust I

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                 CITIZENS COMMUNICATIONS COMPANY, as Depositor,

                  THE CHASE MANHATTAN BANK, as Property Trustee

       CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee

                                       and

                     Robert J. Larson and Donald B. Armour,

                           as Administrative Trustees

                         Dated as of __________________,

<PAGE>

                                Table of Contents

                                                                            Page
                                                                            ----

ARTICLE I         Defined Terms .........................................    1

   Section 1.01   Definitions ...........................................    1

ARTICLE II        Establishment of the Trust ............................    9

   Section 2.01   Name ..................................................    9
   Section 2.02   Offices of the Trustees; Principal Place of Business ..   10
   Section 2.03   Initial Contribution of Trust Property; Organizational
                  Expenses ..............................................   10
   Section 2.04   Issuance of the Preferred Securities ..................   10
   Section 2.05   Subscription and Purchase of Junior Subordinated Notes;
                  Issuance of the Common Securities .....................   10
   Section 2.06   Declaration of Trust ..................................   10
   Section 2.07   Authorization to Enter into Certain Transactions ......   11
   Section 2.08   Assets of Trust .......................................   15
   Section 2.09   Title to Trust Property ...............................   15
   Section 2.10   Mergers and Consolidations of the Trust ...............   16

ARTICLE III       Payment Account .......................................   16

   Section 3.01   Payment Account .......................................   16

ARTICLE IV        Distributions; Redemption .............................   17

   Section 4.01   Distributions .........................................   17
   Section 4.02   Redemption ............................................   18
   Section 4.03   Subordination of Common Securities ....................   20
   Section 4.04   Payment Procedures ....................................   20
   Section 4.05   Tax Returns and Reports ...............................   20

ARTICLE V         Trust Securities Certificates .........................   21

   Section 5.01   Initial Ownership .....................................   21
   Section 5.02   The Trust Securities Certificates .....................   21
   Section 5.03   Authentication of Trust Securities Certificates .......   21
   Section 5.04   Registration of Transfer and Exchange of Preferred
                  Securities Certificates ...............................   21
   Section 5.05   Mutilated, Destroyed, Lost or Stolen Trust
                  Securities Certificates ...............................   22
   Section 5.06   Persons Deemed Securityholders ........................   22
   Section 5.07   Access to List of Securityholders' Names and Addresses    23
   Section 5.08   Maintenance of Office or Agency .......................   23
   Section 5.09   Appointment of Paying Agent ...........................   23
   Section 5.10   Ownership of Common Securities by Depositor ...........   24


                                       i
<PAGE>

                                Table of Contents
                                   (continued)
                                                                            Page
                                                                            ----

   Section 5.11   Book-Entry Preferred Securities Certificates;
                  Common Securities Certificate .........................   24
   Section 5.12   Notices to Clearing Agency ............................   25
   Section 5.13   Definitive Preferred Securities Certificates ..........   25
   Section 5.14   Rights of Securityholders .............................   26

ARTICLE VI        Acts of Securityholders; Meetings; Voting .............   26

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

ARTICLE VII       Representations and Warranties of the
                  Property Trustee and Delaware Trustee .................   29

   Section 7.01   Representations and Warranties of the
                  Property Trustee and Delaware Trustee .................   29
   Section 7.02   Representations and Warranties of Depositor ...........   30

ARTICLE VIII      The Trustees ..........................................   30

   Section 8.01   Certain Duties and Responsibilities ...................   30
   Section 8.02   Notice of Defaults ....................................   31
   Section 8.03   Certain Rights of Property Trustee ....................   31
   Section 8.04   Not Responsible for Recitals or Issuance of Securities    33
   Section 8.05   May Hold Securities ...................................   33
   Section 8.06   Compensation; Fees; Indemnity .........................   33
   Section 8.07   Trustees Required; Eligibility ........................   33
   Section 8.08   Conflicting Interests .................................   34
   Section 8.09   Co-Property Trustees and Separate Trustee .............   34
   Section 8.10   Resignation and Removal; Appointment of Successor .....   35
   Section 8.11   Acceptance of Appointment by Successor ................   37
   Section 8.12   Merger, Conversion, Consolidation or Succession
                  to Business ...........................................   37
   Section 8.13   Preferential Collection of Claims Against Depositor
                  or Trust ..............................................   37
   Section 8.14   Reports by Property Trustee ...........................   38
   Section 8.15   Reports to the Property Trustee .......................   38
   Section 8.16   Evidence of Compliance with Conditions Precedent ......   38


                                       ii
<PAGE>

                                Table of Contents
                                   (continued)
                                                                            Page
                                                                            ----

   Section 8.17   Number of Trustees ....................................   38
   Section 8.18   Delegation of Power ...................................   39
   Section 8.19   Enforcement of Rights of Property Trustee
                  by Securityholders ....................................   39
   Section 8.20   Delaware Trustee ......................................   40

ARTICLE IX        Termination and Liquidation ...........................   40

   Section 9.01   Termination Upon Expiration Date ......................   40
   Section 9.02   Early Termination .....................................   40
   Section 9.03   Termination ...........................................   40
   Section 9.04   Liquidation ...........................................   41
   Section 9.05   Bankruptcy ............................................   42

ARTICLE X         Miscellaneous Provisions ..............................   42

   Section 10.01  Guarantee by the Depositor ............................   42
   Section 10.02  Limitation of Rights of Securityholders ...............   42
   Section 10.03  Amendment .............................................   43
   Section 10.04  Separability ..........................................   44
   Section 10.05  Governing Law .........................................   44
   Section 10.06  Notice of Deferral of Distribution ....................   44
   Section 10.07  Headings ..............................................   44
   Section 10.08  Notice and Demand .....................................   44
   Section 10.09  Agreement Not to Petition .............................   45
   Section 10.10  Conflict with Trust Indenture Act .....................   45
   Section 10.11  Successors ............................................   46

EXHIBIT A         Certificate of Trust
EXHIBIT B         (Reserved)
EXHIBIT C         Form of Common Securities Certificate
EXHIBIT D         Form of Expense Agreement
EXHIBIT E         Form of Preferred Securities Certificate


                                      iii
<PAGE>

                     CITIZENS COMMUNICATIONS CAPITAL TRUST I

              Certain Sections of this Trust Agreement relating to
                      Sections 310 through 318 of the Trust
                             Indenture Act of 1939:

   Trust Indenture                                            Trust Agreement
      Act Section                                                 Section

Section 310(a)(1)..................................                   8.07
    (a) (2) .......................................                   8.07
    (a) (3) .......................................                   8.09
    (a) (4) .......................................         Not Applicable
    (b) ...........................................                   8.08
Section 311(a).....................................                   8.13
    (b) ...........................................                   8.13
Section 312(a).....................................                   5.07
    (b) ...........................................                   5.07
    (c) ...........................................                   5.07
Section 313(a).....................................                8.14(a)
    (a) (4) .......................................                8.14(b)
    (b) ...........................................                8.14(b)
    (c) ...........................................       8.14(a), 8.14(c)
    (d) ...........................................       8.14(a), 8.14(b)
Section 314(a).....................................                   8.15
    (b) ...........................................         Not Applicable
    (c) (1) .......................................             8.15, 8.16
    (c) (2) .......................................                   8.16
    (c) (3) .......................................                   8.16
    (d) ...........................................         Not Applicable
    (e) ...........................................                   8.16
Section 315(a) ....................................                   8.01
    (b) ...........................................          8.02, 8.14(b)
    (c)  ..........................................                8.01(a)
    (d) ...........................................             8.01, 8.03
    (e) ...........................................         Not Applicable
 Section 316(a) ...................................         Not Applicable
    (a) (1) (A) ...................................                   8.19
    (a) (1) (B)....................................                   8.19
    (a) (2) .......................................         Not Applicable
    (b) ...........................................         Not Applicable
    (c) ...........................................         Not Applicable
 Section 317(a) (1) ...............................         Not Applicable
    (a) (2) .......................................         Not Applicable
    (b) ...........................................                   5.09
 Section 318(a) ...................................                  10.10

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

<PAGE>

                      AMENDED AND RESTATED TRUST AGREEMENT

      THIS AMENDED AND RESTATED TRUST AGREEMENT is made as of ______, ________,
by and among (i) Citizens Communications Company, a Delaware corporation (the
"Depositor" or the "Corporation"), (ii) The Chase Manhattan Bank, a banking
corporation duly organized and existing under the laws of the State of New York,
as trustee (the "Property Trustee" and, in its separate corporate capacity and
not in its capacity as Property Trustee, the "Bank"), (iii) Chase Manhattan Bank
USA, National Association, a banking corporation duly organized under the laws
of 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) Robert J. Larson, an individual, and Donald B. Armour, an
individual, as administrative trustees (each an "Administrative Trustee" and
together the "Administrative Trustees") (the Property Trustee, the Delaware
Trustee and the Administrative Trustees referred to collectively as the
"Trustees") and (v) the several Holders, as hereinafter defined.

                                   WITNESSETH:

      WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and established a business trust pursuant to the Delaware Business
Trust Act by entering into that certain Trust Agreement, dated as of April 27,
2001 (the "Original Trust Agreement"), and by the execution and filing by the
Delaware Trustee with the Secretary of State of the State of Delaware of the
Certificate of Trust, dated April 27, 2001 (the "Certificate of Trust"), on
April 30, 2001; and

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

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

                                   ARTICLE I

                                  Defined Terms

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

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

<PAGE>

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

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

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

      "Act" has the meaning specified in Section 6.08.

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

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

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

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

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

            (i) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of such Person in an involuntary
      case or proceeding under any applicable federal or state bankruptcy,
      insolvency, reorganization or other similar law or (B) a decree or order
      adjudging such Person a bankrupt or insolvent, or approving as properly
      filed a petition seeking reorganization, arrangement, adjustment or
      composition of or in respect of such Person under any applicable federal
      or state law, or appointing a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or other similar official of such Person or of any
      substantial part of its property, or ordering the winding up or
      liquidation of its affairs, and the continuance of any such decree or
      order for relief or any such other decree or order unstayed and in effect
      for a period of 60 consecutive days; or

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


                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       3
<PAGE>

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

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

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

      "Corporation" means Citizens Communications Company, its successors and
assigns.

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

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

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

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

      "Depositor" means Citizens Communications Company, in its capacity as
"Depositor" under this Trust Agreement, its successors and assigns.

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

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

      "Early Termination Event" has the meaning specified in Section 9.02.

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

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


                                       4
<PAGE>

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

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

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

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

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

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

      "Extension Period" has the meaning specified in Section 4.01(b).

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

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

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

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

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


                                       5
<PAGE>

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

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

      "Legal Action" has the meaning specified in Section 2.07.

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

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

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

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

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

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Depositor, and
delivered to the appropriate Trustee. One of the officers signing an Officers'
Certificate to be delivered by the Depositor pursuant to Section 8.15 shall be
the principal executive, financial or accounting officer of the Depositor. An
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement shall include:

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

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

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

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


                                       6
<PAGE>

      "OID" means "original issue discount" as that term is defined in the
Internal Revenue Code of 1986, as amended.

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

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

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

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

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

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

      "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account


                                       7
<PAGE>

with such Clearing Agency (directly or indirectly, in accordance with the rules
of such Clearing Agency).

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

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

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

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

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

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

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

      "Redemption Price" means, with respect to any date fixed for redemption of
any Trust Security, the Liquidation Amount of such Trust Security, plus accrued
and unpaid Distributions to such date.

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

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

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

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


                                       8
<PAGE>

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

      "Successor Securities" has the meaning specified in Section 2.l0.

      "Supplemental Indenture" means the ____________________ Supplemental
Indenture, dated as of ____________ , _______, by and between the Depositor and
the Indenture Trustee.

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

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

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

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

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

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

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

      "Underwriting Agreement" means the Underwriting Agreement, dated as of
___________, _______, among the Trust, the Depositor and the underwriters named
herein.

                                   ARTICLE II

                           Establishment of the Trust

      Section 2.01 Name. The Trust continued hereby shall be known as "Citizens
Communications Capital Trust I," in which name the Trustees may conduct the
business of the


                                       9
<PAGE>

Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued. The Administrative Trustees may change the name of the
Trust from time to time following written notice to the Holders.

      Section 2.02 Offices of the Trustees; Principal Place of Business. The
address of the Property Trustee is The Chase Manhattan Bank, 450 West 33rd
Street, New York, New York 10001, or at such other address as the Property
Trustee may designate by written notice to the Securityholders and the
Depositor. The principal place of business of the Delaware Trustee is Chase
Manhattan Bank USA, National Association, 1201 Market Street, Wilmington,
Delaware 19801, or at such other address in Delaware as the Delaware Trustee may
designate by notice to the Depositor. The address of the Administrative Trustees
is c/o Citizens Communications Company, 3 High Ridge Park, Stamford, Connecticut
06905, Attention: Corporate Secretary. The principal place of business of the
Trust is c/o Citizens Communications Company, 3 High Ridge Park, Stamford,
Connecticut 06905. The Depositor may change the principal place of business of
the Trust at any time by giving notice thereof to the Trustees.

      Section 2.03 Initial Contribution of Trust Property; Organizational
Expenses. The Delaware Trustee acknowledges receipt in trust from the Depositor
in connection with the Original Trust Agreement of the sum of $10, which
constituted the initial Trust Property. The Depositor shall pay organizational
expenses of the Trust as they arise or shall, upon request of the Trustees,
promptly reimburse the Trustees for any such expenses paid by the Trustees. The
Depositor shall make no claim upon the Trust Property for the payment of such
expenses.

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

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

      Section 2.06 Declaration of Trust. The exclusive purposes and functions of
the Trust are (i) to issue and sell the Trust Securities and use the proceeds
from such sale to acquire the


                                       10
<PAGE>

Junior Subordinated Notes, and (ii) to engage in only those other activities
necessary, incidental, appropriate or convenient thereto. The Depositor hereby
appoints each of the Bank, the Delaware Bank, Robert T. Larson, and Donald B.
Armour as trustees of the Trust, to have all the rights, powers and duties to
the extent set forth herein. The Property Trustee hereby declares that it will
hold the Trust Property in trust upon and subject to the conditions set forth
herein for the benefit of the Trust and the Securityholders. The Trustees shall
have all rights, powers and duties set forth herein and in accordance with
applicable law with respect to accomplishing the purposes of the Trust. The
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the Trustees for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Delaware Business Trust Act. The filing by
the Delaware Trustee, as the trustee under the Original Trust Agreement, of the
Certificate of Trust of the Trust's with the office of the Secretary of State of
the State of Delaware, a copy of which is attached hereto as Exhibit A, is
hereby confirmed and ratified.

      Section 2.07 Authorization to Enter into Certain Transactions. The
Trustees shall conduct the affairs of the Trust in accordance with the terms of
this Trust Agreement. Subject to the limitations set forth in paragraph (C) of
this Section, and in accordance with the following paragraphs (A) and (B), the
Trustees shall have the authority to enter into all transactions and agreements
determined by the Trustees to be appropriate in exercising the authority,
express (in the case of the Property Trustee and Delaware Trustee) or implied,
otherwise granted to the Trustees under this Trust Agreement, and to perform all
acts in furtherance thereof, including without limitation, the following:

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

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

            (xi) to issue and sell the Trust Securities;

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

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

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

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


                                       12
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


                                       13
<PAGE>

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

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

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

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

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

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

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

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

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


                                       14
<PAGE>

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

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

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

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

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

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

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

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

      Section 2.09 Title to Trust Property. Legal title to all Trust Property
shall be vested at all times in the Property Trustee (in its capacity as such)
and shall be held and administered by the Property Trustee for the benefit of
the Securityholders and the Trust in accordance with this Trust Agreement. The
right, title and interest of the Property Trustee to the Junior Subordinated
Notes shall vest automatically in each Person who may thereafter be appointed as
Property


                                       15
<PAGE>

Trustee in accordance with the terms hereof. Such vesting and cessation of title
shall be effective whether or not conveyancing documents have been executed and
delivered.

      Section 2.10 Mergers and Consolidations of the Trust. The Trust may not
consolidate, amalgamate, merge with or into, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an entirety to
any corporation or other entity, except as described below. The Trust may at
the request of the Corporation, with the consent of the Administrative
Trustees and without the consent of the Holders of the Trust Securities,
consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any state; provided that (i) such
successor entity either (x) expressly assumes all of the obligations of the
Trust with respect to the Trust Securities or (y) substitutes for the
Preferred Securities and the Common Securities other securities having
substantially the same terms as the Trust Securities (herein referred to as
the "Successor Securities") so long as the Successor Securities rank the same
as the Trust Securities rank in priority with respect to Distributions and
payments upon liquidation, redemption and otherwise, (ii) the Corporation
expressly appoints a trustee of such successor entity possessing the same
powers and duties as the Property Trustee as the holder of legal title to the
Junior Subordinated Notes, (iii) the Preferred Securities or any Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance, on any national securities exchange or other
organization on which the Preferred Securities are then listed, (iv) such
merger, consolidation, amalgamation or replacement does not cause the
Preferred Securities (including any Successor Securities) to be downgraded by
any nationally recognized statistical rating organization, (v) such
consolidation, amalgamation, merger or replacement does not adversely affect
the rights, preferences and privileges of the Holders of the Trust Securities
(including any Successor Securities) in any material respect, (vi) such
successor entity has a purpose substantially identical to that of the Trust,
(vii) prior to such consolidation, amalgamation, merger or replacement, the
Corporation and the Property Trustee have received an Opinion of Counsel
experienced in such matters to the effect that (A) such consolidation,
amalgamation, merger or replacement does not adversely affect the rights,
preferences and privileges of the Holders of the Trust Securities (including
any Successor Securities) in any material respect, and (B) following such
consolidation, amalgamation, merger or replacement, neither the Trust nor
such successor entity will be required to register as an investment company
under the Investment Company Act, and (viii) the Corporation 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 the Common Securities and the
Holders of 100% in Liquidation Amount of the Trust Securities, consolidate,
amalgamate, merge with or into, or be replaced by any other entity or permit
any other entity to consolidate, amalgamate, merge with or into, or replace
it if such consolidation, amalgamation, merger or replacement would cause the
Trust or the successor entity to be classified as other than a grantor trust
for United States federal income tax purposes.

                                  ARTICLE III

                                 Payment Account

      Section 3.01 Payment Account.


                                       16
<PAGE>

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

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

                                   ARTICLE IV

                            Distributions; Redemption

      Section 4.01 Distributions.

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

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


                                       17
<PAGE>

Extension Period. The amount of Distributions payable for any period shall
include the Additional Amounts, if any.

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

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

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

      Section 4.02 Redemption.

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

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

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

                  (iii) the CUSIP number;

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

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

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


                                       18
<PAGE>

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

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

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


                                       19
<PAGE>

Liquidation Amount thereof to be redeemed. For all purposes of this Trust
Agreement, unless the context otherwise requires, all provisions relating to the
redemption of Preferred Securities shall relate, in the case of any Preferred
Securities redeemed or to be redeemed only in part, to the portion of the
Liquidation Amount of Preferred Securities which has been or is to be redeemed.

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

      Section 4.03 Subordination of Common Securities.

      (a) Payment of Distributions (including Additional Amounts, if applicable)
on, and the Redemption Price of, the Trust Securities, as applicable, shall be
made pro rata based on the Liquidation Amount of the Trust Securities; provided,
however, that if on any Distribution Date or Redemption Date an Indenture Event
of Default shall have occurred and be continuing, no payment of any Distribution
(including Additional Amounts, if applicable) on, or Redemption Price of, any
Common Security, and no other payment on account of the redemption, liquidation
or other acquisition of Common Securities, shall be made unless payment in full
in cash of all accumulated and unpaid Distributions (including Additional
Amounts, if applicable) on all Outstanding Preferred Securities for all
distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Preferred Securities, shall have been made or provided for, and all
funds immediately available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions (including Additional Amounts,
if applicable) on, or the Redemption Price of, Preferred Securities then due and
payable.

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

      Section 4.04 Payment Procedures. Payments in respect of the Preferred
Securities shall be made by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register or, if the
Preferred Securities are held by a Clearing Agency, such Distributions shall be
made to the Clearing Agency, which shall credit the relevant Persons' accounts
at such Clearing Agency 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 Holder of the Common
Securities.

      Section 4.05 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


                                       20
<PAGE>

local tax and information returns and reports required to be filed by or in
respect of the Trust. The Administrative Trustees shall provide or cause to be
provided on a timely basis to each Holder any Internal Revenue Service form
required to be so provided in respect of the Trust Securities.

                                    ARTICLE V

                          Trust Securities Certificates

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

      Section 5.02 The Trust Securities Certificates. Each of the Preferred and
Common Securities Certificates shall be issued in minimum denominations of
$______ and integral multiples in excess thereof. The 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 authentication and delivery of such
Trust Securities Certificates or did not hold such offices at the date of
authentication and delivery of such Trust Securities Certificates. A transferee
of a Trust Securities Certificate shall become a Securityholder, and shall be
entitled to the rights and subject to the obligations of a Securityholder
hereunder, upon due registration of such Trust Securities Certificate in such
transferee's name pursuant to Section 5.04.

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

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


                                       21
<PAGE>

Securities Certificates as herein provided. The Property Trustee shall be the
initial Security Registrar.

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

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

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

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

      Section 5.06 Persons Deemed Securityholders. Prior to due presentation of
a Trust Securities Certificate for registration of transfer, the Trustees or the
Security Registrar shall treat the Person in whose name any Trust Securities
Certificate shall be registered in the Security Register as the owner of such
Trust Securities Certificate for the purpose of receiving


                                       22
<PAGE>

Distributions (subject to Section 4.01(d)) and for all other purposes
whatsoever, and neither the Trustees nor the Security Registrar shall be bound
by any notice to the contrary.

      Section 5.07 Access to List of Securityholders' Names and Addresses. The
Administrative Trustees shall furnish or cause to be furnished to (i) the
Depositor and the Property Trustee semi-annually, not later than June 1 and
December 1 in each year and (ii) the Depositor or the Property Trustee, as the
case may be, within 30 days after receipt by any Administrative Trustee of a
request therefor from the Depositor or the Property Trustee, as the case may be,
in writing, a list, in such form as the Depositor or the Property Trustee, as
the case may be, may reasonably require, of the names and addresses of the
Securityholders as of a date not more than 15 days prior to the time such list
is furnished; provided that the Administrative Trustees shall not be obligated
to provide such list at any time such list does not differ from the most recent
list given to the Depositor and the Property Trustee by the Administrative
Trustees or at any time the Property Trustee is the Security Registrar. If three
or more Securityholders or one or more Holders of Trust Securities Certificates
evidencing not less than 25% of the outstanding Liquidation Amount apply in
writing to the Administrative Trustees, and such application states that the
applicants desire to communicate with other Securityholders with respect to
their rights under this Trust Agreement or under the Trust Securities
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Administrative Trustees
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Securityholders. Each Holder, by receiving and holding a Trust Securities
Certificate, shall be deemed to have agreed not to hold either 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 5.08 Maintenance of Office or Agency. The Administrative Trustees
shall maintain in the Borough of Manhattan, New York, an office or offices or
agency or agencies where Preferred Securities Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustees in respect of the Trust Securities Certificates may be served.
The Administrative Trustees initially designate The Chase Manhattan Bank, 450
West 33rd Street, New York, New York 10001 as the principal agency for such
purposes. The Administrative Trustees shall give prompt written notice to the
Depositor and to the Securityholders of any change in the location of the
Security Register or any such office or agency.

      Section 5.09 Appointment of Paying Agent. The Paying Agent shall make
Distributions and other payments provided hereby to Securityholders from the
Payment Account and shall report the amounts of such Distributions and payments
to the Property Trustee and the Administrative Trustees. Any Paying Agent shall
have the revocable power to withdraw funds from the Payment Account for the
purpose of making the Distributions and payments provided hereby. The
Administrative Trustees may revoke such power and remove the Paying Agent if
such Trustees determine in their sole discretion that the Paying Agent shall
have failed to perform its obligations under this Trust Agreement in any
material respect. The Paying Agent shall initially be the Property Trustee, and
it may choose any co-paying agent that is acceptable to the Administrative
Trustees


                                       23
<PAGE>

and the Depositor. Any Person acting as Paying Agent shall be permitted to
resign as Paying Agent upon 30 days' written notice to the Administrative
Trustees and the Depositor. In the event that a Paying Agent shall resign or be
removed, the Administrative Trustees shall appoint a successor that is
acceptable to the Depositor to act as Paying Agent (which shall be a bank or
trust company). The Administrative Trustees shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Administrative Trustees to
execute and deliver to the Trustees an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Trustees that as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Securityholders in trust for the
benefit of the Securityholders entitled thereto until such sums shall be paid to
such Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Property Trustee. The provisions of
Sections 8.01, 8.03 and 8.06 shall apply to the Property Trustee also in its
role as Paying Agent, for so long as the Property Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      Section 5.10 Ownership of Common Securities by Depositor. On the Issue
Date, the Depositor shall acquire, and thereafter retain, beneficial and record
ownership of the Common Securities. Any attempted transfer of the Common
Securities, except for transfers by operation of law or to an Affiliate of the
Depositor or a permitted successor under Section 9.2 of the Subordinated
Indenture, shall be void. The Administrative Trustees shall cause each Common
Securities Certificate issued to the Depositor and its permitted transferees to
contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT AS
PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN."

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

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

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

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


                                       24
<PAGE>

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

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

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

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

      Section 5.12 Notices to Clearing Agency. To the extent a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Preferred Securities Certificates shall have been issued to
Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

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


                                       25
<PAGE>

acceptable to the Administrative Trustees, as evidence by the execution thereof
by the Administrative Trustees or any one of them.

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

                                   ARTICLE VI

                    Acts of Securityholders; Meetings; Voting

      Section 6.01 Limitations on Voting Rights.

      (a) Except as provided in this Section, Section 8.10 or Section 10.03 of
this Trust Agreement, in the Subordinated Indenture, and as otherwise required
by law, no Holder of Preferred Securities shall have any right to vote or in any
manner otherwise control the administration, operation and management of the
Trust or the obligations of the parties hereto, nor shall anything herein set
forth, or contained in the terms of the Trust Securities Certificates, be
construed so as to constitute the Securityholders from time to time as partners
or members of an association.

      (b) So long as any Junior Subordinated Notes are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee, or
executing any trust or power conferred on the Indenture Trustee with respect to
such Junior Subordinated Notes, (ii) consent to waive any past default which is
waivable under Section 5.10 of the Subordinated Indenture, (iii) exercise any
right to rescind or annul a declaration that the principal of all the Junior
Subordinated Notes shall be due and payable or (iv) consent to any amendment,
modification or termination of the Subordinated Indenture or the Junior
Subordinated Notes, where such consent shall be required, or to any other
action, as holder of the Junior Subordinated Notes, under the Subordinated
Indenture, without, in each case, obtaining the prior approval of the Holders of
at least 66 2/3% in Liquidation Amount of the Outstanding Preferred Securities;
provided, however, that where a consent under the Subordinated Indenture would
require the consent of each holder of Junior Subordinated Notes affected
thereby, no such consent shall be given by the Trustees without the prior
written consent of each Holder of Preferred Securities. The Trustees shall not
revoke any action previously authorized or approved by a vote of the Holders of
Preferred Securities, except pursuant to a subsequent vote of the Holders of
Preferred Securities. The Property Trustee shall


                                       26
<PAGE>

notify all Holders of the Preferred Securities of any notice of default received
from the Indenture Trustee with respect to the Junior Subordinated Notes.

      (c) If any proposed amendment to the Trust Agreement provides for, or the
Trustees otherwise propose to effect, (i) any action that would adversely affect
the powers, preferences or special rights of the Preferred Securities, whether
by way of amendment to this Trust Agreement or otherwise, or (ii) the
dissolution, winding-up or termination of the Trust, other than pursuant to the
terms of this Trust Agreement, then the Holders of Outstanding Preferred
Securities as a class will be entitled to vote on such amendment or proposal and
such amendment or proposal shall not be effective except with the approval of
the Holders of at least 66 2/3% in Liquidation Amount of the Outstanding
Preferred Securities.

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

      Section 6.03 Meetings of Preferred Securityholders. No annual meeting of
Securityholders is required to be held. The Administrative Trustees, however,
shall call a meeting of Securityholders to vote on any matter upon the written
request of the Preferred Securityholders of record of 25% of the Preferred
Securities (based upon their Liquidation Amount), and the Administrative
Trustees or the Property Trustee may, at any time in their discretion, call a
meeting of Preferred Securityholders to vote on any matters as to which
Preferred Securityholders are entitled to vote.

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

      If a quorum is present at a meeting, an affirmative vote by the Preferred
Securityholders of record present, in person or by proxy, holding more than
66 2/3% of the Preferred Securities (based upon their Liquidation Amount) held
by the Preferred Securityholders of record present, either in person or by
proxy, at such meeting shall constitute the action of the Securityholders,
unless this Trust Agreement requires a greater proportion of affirmative votes.

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

      Section 6.05 Proxies, etc. At any meeting of Securityholders, any
Securityholder entitled to vote may vote by proxy, provided that no proxy shall
be voted at any meeting unless it


                                       27
<PAGE>

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

      Section 6.06 Securityholder Action by Written Consent. Any action which
may be taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding at least 66 2/3% of all outstanding Trust Securities
entitled to vote in respect of such action (or such other proportion thereof as
shall be required by any express provision of this Trust Agreement) shall
consent to the action in writing (based upon their Liquidation Amount).

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

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

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


                                       28
<PAGE>

of any such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustees deem sufficient.

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

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

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

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

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

                                  ARTICLE VII

   Representations and Warranties of the Property Trustee and Delaware Trustee

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

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

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


                                       29
<PAGE>

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

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

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

      Section 7.02 Representations and Warranties of Depositor. The Depositor
hereby represents and warrants for the benefit of the Securityholders that:

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

      (b) there 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 Property Trustee or the Delaware Trustee, as the
case may be, of this Trust Agreement.

                                  ARTICLE VIII

                                  The Trustees

      Section 8.01 Certain Duties and Responsibilities.

      (a) The rights, duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and the Delaware Business Trust Act (except
that the immunities and standard


                                       30
<PAGE>

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

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

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

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

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

            (ii) if (A) in performing its duties under this Trust Agreement the
      Property Trustee is required to decide between alternative courses of
      action, or (B) in construing any of the provisions in this Trust Agreement
      the Property Trustee finds the same ambiguous or inconsistent with any
      other provisions contained herein, or (C) the Property Trustee is unsure
      of the application of any provision of this Trust Agreement, then, except
      as to any matter as to which the Preferred Securityholders are entitled to
      vote under the terms of this Trust Agreement, the Property Trustee shall
      deliver a notice to the Depositor requesting written instructions of the
      Depositor as to the course of action to be taken. The Property Trustee
      shall take such action, or refrain from taking such action, as


                                       31
<PAGE>

      the Property Trustee shall be instructed in writing to take, or to refrain
      from taking, by the Depositor; provided, however, that if the Property
      Trustee does not receive such instructions of the Depositor within ten
      Business Days after it has delivered such notice, or such reasonably
      shorter period of time set forth in such notice (which to the extent
      practicable shall not be less than two Business Days), it may, but shall
      be under no duty to, take or refrain from taking such action not
      inconsistent with this Trust Agreement as it shall deem advisable and in
      the best interests of the Securityholders, in which event the Property
      Trustee shall have no liability except for its own bad faith, negligence
      or willful misconduct;

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

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

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

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

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

            (viii) 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 (A) may request instructions
      from the Securityholders, (B) may refrain from enforcing such remedy or
      right or taking such other action until such instructions are received,
      and (C) shall be protected in acting in accordance with such
      instructions.


                                       32
<PAGE>

      Section 8.04 Not Responsible for Recitals or Issuance of Securities. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees shall not be accountable for
the use or application by the Trust of the proceeds of the Trust Securities in
accordance with Section 2.05. The Property Trustee may conclusively assume that
any funds held by it hereunder are legally available unless an officer of the
Property Trustee assigned to its Corporate Trustee Administrative Department
shall have received written notice from the Corporation, any Holder or any other
Trustee that such funds are not legally available.

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

      Section 8.06 Compensation; Fees; Indemnity. The Depositor agrees:

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

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

            (3) to indemnify the Trustees for, and to hold the Trustees harmless
      against, any and all loss, damage, claims, liability or expense incurred
      without negligence, willful misconduct or bad faith on their part, arising
      out of or in connection with the acceptance or administration of this
      Trust Agreement, including the costs and expenses of defending themselves
      against any claim or liability in connection with the exercise or
      performance of any of its powers or duties hereunder. The provisions of
      this Section 8.06 shall survive the termination of this Trust Agreement
      and the resignation or removal of the Trustees.

      Section 8.07 Trustees Required; Eligibility.

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


                                       33
<PAGE>

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

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

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

      Section 8.08 Conflicting Interests. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement. To the extent permitted by the
Trust Indenture Act, the Property Trustee shall not be deemed to have a
conflicting interest by virtue of being trustee under the Guarantee.

      Section 8.09 Co-Property Trustees and Separate Trustee. At any time or
times, for the purpose of meeting the legal requirements of the Trust Indenture
Act or of any jurisdiction in which any part of the Trust Property may at the
time be located, the Holder of the Common Securities and the Property Trustee
shall have power to appoint, and upon the written request of the Property
Trustee, the Depositor shall for such purpose join with the Property Trustee in
the execution, delivery and performance of all instruments and agreements
necessary or proper to appoint, one or more Persons approved by the Property
Trustee either to act as co-property trustee, jointly with the Property Trustee,
of all or any part of such Trust Property, or to act as separate trustee of any
such Trust Property, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons in the capacity
aforesaid, any property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Section. If the Depositor does not join
in such appointment within 15 days after the receipt by it of a request so to
do, or in case an Indenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment. Any
co-property trustee or separate trustee appointed pursuant to this Section shall
satisfy the requirements of Section 8.07.

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

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


                                       34
<PAGE>

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

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

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

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

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

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

      Section 8.10 Resignation and Removal; Appointment of Successor. No
resignation or removal of any Trustee (the "Relevant Trustee") and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.11.

      Subject to the immediately preceding paragraph, the Relevant Trustee may
resign at any time by giving written notice thereof to the Holders. If the
instrument of acceptance by the successor Trustee required by Section 8.11 shall
not have been delivered to the Relevant Trustee within 30 days after the giving
of such notice of resignation, the resigning Relevant Trustee may


                                       35
<PAGE>

petition, at the expense of the Trust, any court of competent jurisdiction for
the appointment of a successor Relevant Trustee.

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

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

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

      Notwithstanding the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (i) the act of the remaining Administrative Trustee or (ii)
otherwise by the Depositor (with the successor in each case being a Person who
satisfies


                                       36
<PAGE>

the eligibility requirements for an Administrative Trustee or a Delaware
Trustee, as the case may be, set forth in Section 8.07).

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

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

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

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

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

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

      (b) "self-liquidating paper" means any draft, bill of exchange, acceptance
or obligation which is made, drawn, negotiated or incurred by the Depositor or
the Trust (or any such obligor) for the purpose of financing the purchase,
processing, manufacturing, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon, the goods, wares or merchandise or the receivables or


                                       37
<PAGE>

proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Property
Trustee simultaneously with the creation of the creditor relationship with the
Depositor or the Trust (or any such obligor) arising from the making, drawing,
negotiating or incurring of the draft, bill of exchange, acceptance or
obligation.

      Section 8.14 Reports by Property Trustee.

      (a) Within 60 days after May 15 of each year commencing with May 15, 200_,
if required by Section 313(a) of the Trust Indenture Act, the Property Trustee
shall transmit a brief report dated as of such May 15 with respect to any of the
events specified in such Section 313(a) that may have occurred since the later
of the date of this Trust Agreement or the preceding May 15th.

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

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

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

      Section 8.16 Evidence of Compliance with Conditions Precedent. 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 pursuant to Section 314(c)(1) of the
Trust Indenture Act shall comply with Section 314(e) of the Trust Indenture Act.

      Section 8.17 Number of Trustees.

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

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

      (c) The death, resignation, retirement, removal, bankruptcy, incompetence
or incapacity to perform the duties of a Trustee shall not operate to annul the
Trust. Whenever a vacancy in the number of Administrative Trustees shall occur,
until such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 8.10, the Administrative


                                       38
<PAGE>

Trustees in office, regardless of their number (and notwithstanding any other
provision of this Trust Agreement), shall have all powers granted to the
Administrative Trustees and shall discharge the duties imposed upon the
Administrative Trustees by this Trust Agreement.

      Section 8.18 Delegation of Power.

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

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

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


                                       39
<PAGE>

      Section 8.20 Delaware Trustee.

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

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

                                   ARTICLE IX

                           Termination and Liquidation

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

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

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

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

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

      Section 9.03 Termination. The respective obligations and responsibilities
of the Trust and the Trustees created hereby shall terminate upon the latest to
occur of the following: (a) the


                                       40
<PAGE>

distribution by the Property Trustee to Securityholders upon the liquidation of
the Trust pursuant to Section 9.04, or upon the redemption of all of the Trust
Securities pursuant to Section 4.02, of all amounts or instruments required to
be distributed hereunder upon the final payment of the Trust Securities; (b) the
payment of any expenses owed by the Trust; and (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the
Securityholders.

      Section 9.04 Liquidation.

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

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

            (i) state the Liquidation Date;

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

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

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

      (d) After the Liquidation Date, (i) the Trust Securities will no longer be
deemed to be Outstanding, (ii) certificates representing a Like Amount of Junior
Subordinated Notes will be issued to Holders of Trust Securities Certificates,
upon surrender of such certificates to the Administrative Trustees or their
agent for exchange, (iii) any Trust Securities Certificates not so surrendered
for exchange will be deemed to represent a Like Amount of Junior Subordinated
Notes, accruing interest at the rate provided for in the Junior Subordinated
Notes from the last Distribution Date on which a Distribution was made on such
Trust Securities Certificates until such certificates are so surrendered (and
until such certificates are so surrendered, no payments of interest or principal
will be made to Holders of Trust Securities Certificates with respect to


                                       41
<PAGE>

such Junior Subordinated Notes) and (iv) all rights of Securityholders holding
Trust Securities will cease, except the right of such Securityholders to receive
Junior Subordinated Notes upon surrender of Trust Securities Certificates.

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

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

                                    ARTICLE X

                            Miscellaneous Provisions

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

      Section 10.02 Limitation of Rights of Securityholders. The death or
incapacity of any Person having an interest, beneficial or otherwise, in a Trust
Security shall not operate to terminate this Trust Agreement, nor entitle the
legal representatives or heirs of such Person or any Securityholder for such
Person, to claim an accounting, take any action or bring any


                                       42
<PAGE>

proceeding in and for a partition or winding up of the arrangements contemplated
hereby, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

      Section 10.03 Amendment.

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

      (b) Except as provided in Section 10.03(c) hereof, any provision in this
Trust Agreement may be amended by the Trust or the Trustees with (i) the consent
of Securityholders representing not less than 66 2/3% (based upon Liquidation
Amounts) of the Trust Securities then Outstanding and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not affect the Trust's status as a grantor trust for United States federal
income tax purposes or the Trust's exemption from status of an "investment
company" under the Investment Company Act.

      (c) In addition to and notwithstanding any other provision in this Trust
Agreement, without the consent of each affected Securityholder (such consent
being obtained in accordance with Section 6.03 40 or 6.06 hereof), this Trust
Agreement may not be amended to (i) change the amount or timing of any
Distribution (or payment upon redemption) on the Trust Securities or otherwise
adversely affect the amount of any Distribution (or payment upon redemption)
required to be made in respect of the Trust Securities as of a specified date,
(ii) restrict the right of a Securityholder to institute suit for the
enforcement of any such payment on or after such date, (iii) change the purpose
of the Trust, (iv) authorize the issuance of any additional beneficial interests
in the Trust, or (v) change the consent required pursuant to this Section 10.03.

      (d) Notwithstanding any other provisions of this Trust Agreement, the
Trustees shall not enter into or consent to any amendment to this Trust
Agreement which would cause the Trust to fail or cease to qualify for the
exemption from status of an "investment company" under the Investment Company
Act afforded by Rule 3a-5 thereunder.

      (e) Without the consent of the Depositor, this Trust Agreement may not be
amended in a manner which imposes any additional obligation on the Depositor. In
executing any amendment permitted by this Trust Agreement, the Trustees shall be
entitled to receive, and (subject to Section 8.01) shall be fully protected in
relying upon an Opinion of Counsel stating


                                       43
<PAGE>

that the execution of such amendment is authorized or permitted by this Trust
Agreement. Any Trustee may, but shall not be obligated to, enter into any such
amendment which affects such Trustee's own rights, duties, immunities or
liabilities under this Trust Agreement or otherwise.

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

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

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

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

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

      Section 10.08 Notice and Demand. Any notice, demand or other communication
which by any provision of this Trust Agreement is required or permitted to be
given or served to or upon any Securityholder or the Depositor may be given or
served in writing by deposit thereof, first class postage prepaid, in the United
States mail, hand delivery or facsimile transmission, in each case, addressed,
(i) in the case of a Preferred Securityholder, to such Preferred Securityholder
as such Securityholder's name and address appear on the Security Register and
(ii) in the case of the Common Securityholder or the Depositor, to Citizens
Communications Company, 3 High Ride Park, Stamford, Connecticut 06905,
Attention: Treasurer, Facsimile No. (203) 614-4625, with a copy to Corporate
Secretary, Facsimile No. (203) 614-4651. 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 or the Trustees shall be given in writing addressed (until another address
is published by the Trust) as follows: (i) with respect to the Property Trustee
and the Delaware Trustee, The Chase Manhattan Bank,


                                       44
<PAGE>

450 West 33rd Street, New York, New York 10001, Attention: Institutional Trust
Services; Chase Manhattan Bank USA, National Association, 1201 Market Street,
Wilmington, Delaware 19801, Attention: Corporate Trust Department, as the case
may be; and (ii) with respect to the Administrative Trustees, to them at the
address above for notices to the Depositor, marked Attention: Administrative
Trustees of Citizens Communications Capital Trust I c/o Corporate Secretary.
Such notice, demand or other communication to or upon the Trust or the Trustees
shall be deemed to have been sufficiently given or made only upon actual receipt
of the writing by the applicable Trustee.

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

      Section 10.10 Conflict with Trust Indenture Act.

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

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

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

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

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


                                       45
<PAGE>

OTHER TERMS OF THE GUARANTEE AND THE SUBORDINATED INDENTURE AND THE AGREEMENT OF
THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT THOSE TERMS AND PROVISIONS
SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH
SECURITYHOLDER AND SUCH OTHERS.

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

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

                                          Citizens Communications Company


                                          By:____________________________

                                          Title:_________________________

                                          The Chase Manhattan Bank,
                                            as Property Trustee


                                          By:____________________________

                                          Title:_________________________

                                          Chase Manhattan Bank USA,
                                          National Association
                                            as Delaware Trustee


                                          By:____________________________

                                          Title:_________________________


                                          ______________________________
                                          as Administrative Trustee


                                          ______________________________
                                          as Administrative Trustee


                                       46
<PAGE>

                                                                       EXHIBIT A

                              CERTIFICATE OF TRUST
                                       OF
                     CITIZENS COMMUNICATIONS CAPITAL TRUST I

      THIS Certificate of Trust of Citizens Communications Capital Trust I (the
"Trust"), dated as of April 27, 2001, is being duly executed and filed by the
undersigned, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. C. (ss.)3801. et seq.).

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

      2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are Chase
Manhattan Bank USA, National Association, 1201 Market Street, Wilmington,
Delaware 19801.

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

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

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

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


                                       47
<PAGE>

                                                                       EXHIBIT B

                                   [RESERVED]


                                       48
<PAGE>

                                                                       EXHIBIT C

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

Certificate Number                                   Number of Common Securities

       C-

                    Certificate Evidencing Common Securities
                                       of
                     Citizens Communications Capital Trust I

                                Common Securities
                   (Liquidation Amount $ per Common Security)

      Citizens Communications Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Citizens Communications Company (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 5.10 of the Trust Agreement (as defined below) the Common Securities are
not transferable, except by operation of law or to an Affiliate of the Holder or
a permitted successor under Section 9.2 of the Subordinated Indenture, dated as
of ________, between the Holder and The Chase Manhattan Bank, as trustee, 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 ________, 200_, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of the Common
Securities as set forth therein. The Trust will furnish a copy of the Trust
Agreement to the Holder without charge upon written request to the Trust at its
principal place of business or registered office. Upon receipt of this
certificate, the Holder is bound by the Trust Agreement and is entitled to the
benefits thereunder.


                                       49
<PAGE>

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this ___ day of _________, 200_.

                                        Citizens Communications Capital Trust I


                                        By:__________________________________
                                             Robert T. Larson,
                                             as Administrative Trustee


                                        By:__________________________________
                                             Donald B. Armour,
                                             as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

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

                                           __________________________________
                                              as Administrative Trustee


                                       50
<PAGE>

                                                                       EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

      THIS AGREEMENT AS TO EXPENSES AND LIABILITIES (this "Agreement") is made
as of _______, between Citizens Communications Company, a Delaware corporation
(the "Corporation"), and Citizens Communications Capital Trust I, a Delaware
business trust (the "Trust").

      WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to and receive Series % Junior Subordinated Notes due (the "Junior
Subordinated Notes") from the Corporation and to issue and sell Citizens
Communications Capital Trust I ____% Trust Preferred Securities (the "Preferred
Securities") with such powers, preferences and special rights and restrictions
as are set forth in the Amended and Restated Trust Agreement of the Trust dated
as of ________, 200_, as the same may be amended from time to time (the "Trust
Agreement"); and

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

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

                                    ARTICLE I

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

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


                                       51
<PAGE>

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

      Section 1.04. No Impairment. The obligations, covenants, agreements and
duties of the Corporation 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 Corporation with respect to the happening of any of
the foregoing.

      Section 1.05. Enforcement. A Beneficiary may enforce this Agreement
directly against the Corporation and the Corporation 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 Corporation.

                                   ARTICLE II

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

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

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


                                       52
<PAGE>

             Citizens Communications Capital Trust I
             c/o The Chase Manhattan Bank
             450 West 33rd Street
             New York, New York 10001
             Facsimile No.: [(212) 946-8159]
             Attention: Capital Markets
             Fiduciary Services

             Citizens Communications Company
             3 High Ridge Park
             Stamford, Connecticut 06905
             Facsimile No.: (203) 614-4651
             Attention: Corporate Secretary

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

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

                                        Citizens Communications Company

                                        By:__________________________________
                                             Name:
                                             Title:


                                        Citizens Communications Capital Trust I

                                        By:__________________________________
                                               as Administrative Trustee

                                        By:__________________________________
                                               as Administrative Trustee



                                       53
<PAGE>

                                                                       EXHIBIT E

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

Certificate Number                                Number of Preferred Securities

P-                                                            CUSIP No.

                   Certificate Evidencing Preferred Securities
                                       of
                     Citizens Communications Capital Trust I

                          % Trust Preferred Securities
                  (Liquidation Amount $ per Preferred Security)

      Citizens Communications Capital Trust I, a statutory business trust formed
under the laws of the State of Delaware (the "Trust"), hereby certifies that
Cede & Co. (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 Citizens Communications Capital Trust I ____% Trust Preferred
Securities (Liquidation Amount $______ per Preferred Security) (the "Preferred
Securities"). The Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section
5.04 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of ________, 200_, as the same may be amended from time to time
(the "Trust Agreement"), including the designation of the terms of Preferred
Securities as set forth therein. The holder of this certificate is entitled to
the benefits of a guarantee by Citizens Communications Company, a Delaware
corporation (the "Corporation"), pursuant to a Guarantee Agreement between the
Corporation and The Chase Manhattan Bank, as guarantee trustee, dated as of
________, 200_, as the same may be amended from time to time (the "Guarantee"),
to the extent provided therein. The Trust will furnish a copy of the Trust
Agreement and the Guarantee to the holder of this certificate without charge
upon written request to the Trust at its principal place of business or
registered office.

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


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<PAGE>

      IN WITNESS WHEREOF, the Administrative Trustees of the Trust have executed
this certificate this _____ day of ________, 200_.


                                        Citizens Communications Capital Trust I

                                        By:__________________________________
                                                as Administrative Trustee

                                        By:__________________________________
                                                as Administrative Trustee

                          CERTIFICATE OF AUTHENTICATION

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

                                           __________________________________
                                                as Administrative Trustee

                                   ASSIGNMENT

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

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

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

(Insert address and zip code of assignee)
and irrevocably appoints


                                       55
<PAGE>

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________

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

Date: _____________________________________

Signature:_________________________________

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


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